Unassociated Document


    
      


       

      
        

        

      

      
 

      


      FINANCIAL
        ASSET SECURITIES CORP.,

    

    Depositor

     

     

    OPTION
      ONE MORTGAGE CORPORATION,

    Servicer

     

     

    and

     

    WELLS
      FARGO BANK, N.A.,

    Trustee

     

    POOLING
      AND SERVICING AGREEMENT

    


     

    Dated
      as
      of October 1, 2007

     

     

     

    ___________________________

     

    
      Soundview
        Home Loan Trust 2007-OPT5

       

      Asset-Backed
        Certificates, Series 2007-OPT5

       

      


       

      
        

        

      

      


       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


    

    TABLE
      OF CONTENTS

     

    
      	
              ARTICLE
                I

            
	
              DEFINITIONS

            
	
              SECTION
                1.01

            	
              Defined
                Terms.

            
	
              SECTION
                1.02

            	
              Accounting.

            
	
              SECTION
                1.03

            	
              Allocation
                of Certain Interest Shortfalls.

            
	
              SECTION
                1.04

            	
              Rights
                of the NIMS Insurer.

            
	 	 
	
              ARTICLE
                II

            
	
              CONVEYANCE
                OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

            
	
              SECTION
                2.01

            	
              Conveyance
                of Mortgage Loans.

            
	
              SECTION
                2.02

            	
              Acceptance
                by Trustee.

            
	
              SECTION
                2.03

            	
              Repurchase
                or Substitution of Mortgage Loans by the Originator or the
                Seller.

            
	
              SECTION
                2.04

            	
              [Reserved].

            
	
              SECTION
                2.05

            	
              Representations,
                Warranties and Covenants of the Servicer.

            
	
              SECTION
                2.06

            	
              Representations
                and Warranties of the Depositor.

            
	
              SECTION
                2.07

            	
              Issuance
                of Certificates.

            
	
              SECTION
                2.08

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

            
	
              SECTION
                2.09

            	
              Acceptance
                of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6 REMIC 7 and
                REMIC
                8 by the Trustee; Conveyance of REMIC 1 Regular Interests, Class
                C
                Interest and Class P Interest; Issuance of
                Certificates.

            
	 	 
	
              ARTICLE
                III

            
	
              ADMINISTRATION
                AND SERVICING OF THE MORTGAGE LOANS

            
	
              SECTION
                3.01

            	
              Servicer
                to Act as Servicer.

            
	
              SECTION
                3.02

            	
              Sub-Servicing
                Agreements Between Servicer and Sub-Servicers.

            
	
              SECTION
                3.03

            	
              Successor
                Sub-Servicers.

            
	
              SECTION
                3.04

            	
              Liability
                of the Servicer.

            
	
              SECTION
                3.05

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

            
	
              SECTION
                3.06

            	
              Assumption
                or Termination of Sub-Servicing Agreements by Trustee.

            
	
              SECTION
                3.07

            	
              Collection
                of Certain Mortgage Loan Payments.

            
	
              SECTION
                3.08

            	
              Sub-Servicing
                Accounts.

            
	
              SECTION
                3.09

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

            
	
              SECTION
                3.10

            	
              Collection
                Account and Distribution Account.

            
	
              SECTION
                3.11

            	
              Withdrawals
                from the Collection Account and Distribution Account.

            
	
              SECTION
                3.12

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

            
	
              SECTION
                3.13

            	
              [Reserved].

            
	
              SECTION
                3.14

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

            
	
              SECTION
                3.15

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

            
	
              SECTION
                3.16

            	
              Realization
                Upon Defaulted Mortgage Loans.

            
	
              SECTION
                3.17

            	
              Trustee
                to Cooperate; Release of Mortgage Files.

            
	
              SECTION
                3.18

            	
              Servicing
                Compensation.

            
	
              SECTION
                3.19

            	
              Reports
                to the Trustee; Collection Account Statements.

            
	
              SECTION
                3.20

            	
              Statement
                of Compliance.

            
	
              SECTION
                3.21

            	
              Assessments
                of Compliance and Attestation Reports.

            
	
              SECTION
                3.22

            	
              Access
                to Certain Documentation; Filing of Reports by Trustee.

            
	
              SECTION
                3.23

            	
              Title,
                Management and Disposition of REO Property.

            
	
              SECTION
                3.24

            	
              Obligations
                of the Servicer in Respect of Prepayment Interest
                Shortfalls.

            
	
              SECTION
                3.25

            	
              [Reserved].

            
	
              SECTION
                3.26

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

            
	
              SECTION
                3.27

            	
              Solicitations.

            
	
              SECTION
                3.28

            	
              [Reserved].

            
	
              SECTION
                3.29

            	
              Advance
                Facility.

            
	 	 
	
              ARTICLE
                IV

            
	
              FLOW
                OF FUNDS

            
	
              SECTION
                4.01

            	
              Distributions.

            
	
              SECTION
                4.02

            	
              [Reserved].

            
	
              SECTION
                4.03

            	
              Statements.

            
	
              SECTION
                4.04

            	
              Remittance
                Reports; Advances.

            
	
              SECTION
                4.05

            	
              Commission
                Reporting.

            
	
              SECTION
                4.06

            	
              Net
                WAC Rate Carryover Reserve Account.

            
	
              SECTION
                4.07

            	
              Distributions
                on the REMIC Regular Interests.

            
	
              SECTION
                4.08

            	
              Allocation
                of Realized Losses.

            
	
              SECTION
                4.09

            	
              Swap
                Account.

            
	
              SECTION
                4.10

            	
              Tax
                Treatment of Swap Payments and Swap Termination
                Payments.

            
	
              SECTION
                4.11

            	
              Cap
                Account.

            
	
              SECTION
                4.12

            	
              Collateral
                Accounts

            
	
              SECTION
                4.13

            	
              Rights
                and Obligations Under the Basis Risk Cap Agreement, the Interest
                Rate Cap
                Agreement and the Interest Rate Swap Agreement.

            
	 	 
	
              ARTICLE
                V

            
	
              THE
                CERTIFICATES

            
	
              SECTION
                5.01

            	
              The
                Certificates.

            
	
              SECTION
                5.02

            	
              Registration
                of Transfer and Exchange of Certificates.

            
	
              SECTION
                5.03

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates.

            
	
              SECTION
                5.04

            	
              Persons
                Deemed Owners.

            
	
              SECTION
                5.05

            	
              Appointment
                of Paying Agent.

            
	 	 
	
              ARTICLE
                VI

            
	
              THE
                SERVICER and THE DEPOSITOR

            
	
              SECTION
                6.01

            	
              Liability
                of the Servicer and the Depositor.

            
	
              SECTION
                6.02

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

            
	
              SECTION
                6.03

            	
              Limitation
                on Liability of the Servicer and Others.

            
	
              SECTION
                6.04

            	
              Servicer
                Not to Resign.

            
	
              SECTION
                6.05

            	
              Delegation
                of Duties.

            
	
              SECTION
                6.06

            	
              [Reserved].

            
	
              SECTION
                6.07

            	
              Inspection.

            
	
              SECTION
                6.08

            	
              Duties
                of the Credit Risk Manager.

            
	
              SECTION
                6.09

            	
              Limitation
                Upon Liability of the Credit Risk Manager.

            
	
              SECTION
                6.10

            	
              Removal
                of the Credit Risk Manager.

            
	 	 
	
              ARTICLE
                VII

            
	
              DEFAULT

            
	
              SECTION
                7.01

            	
              Servicer
                Events of Termination.

            
	
              SECTION
                7.02

            	
              Trustee
                to Act; Appointment of Successor.

            
	
              SECTION
                7.03

            	
              Waiver
                of Defaults.

            
	
              SECTION
                7.04

            	
              Notification
                to Certificateholders.

            
	
              SECTION
                7.05

            	
              Survivability
                of Servicer Liabilities.

            
	 	 
	
              ARTICLE
                VIII

            
	
              THE
                TRUSTEE

            
	
              SECTION
                8.01

            	
              Duties
                of Trustee.

            
	
              SECTION
                8.02

            	
              Certain
                Matters Affecting the Trustee.

            
	
              SECTION
                8.03

            	
              Trustee
                Not Liable for Certificates or Mortgage Loans.

            
	
              SECTION
                8.04

            	
              Trustee
                May Own Certificates.

            
	
              SECTION
                8.05

            	
              Trustee
                Compensation, Custodial Fee and Expenses.

            
	
              SECTION
                8.06

            	
              Eligibility
                Requirements for Trustee.

            
	
              SECTION
                8.07

            	
              Resignation
                or Removal of Trustee.

            
	
              SECTION
                8.08

            	
              Successor
                Trustee.

            
	
              SECTION
                8.09

            	
              Merger
                or Consolidation of Trustee.

            
	
              SECTION
                8.10

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            
	
              SECTION
                8.11

            	
              Limitation
                of Liability.

            
	
              SECTION
                8.12

            	
              Trustee
                May Enforce Claims Without Possession of Certificates.

            
	
              SECTION
                8.13

            	
              Suits
                for Enforcement.

            
	
              SECTION
                8.14

            	
              Waiver
                of Bond Requirement.

            
	
              SECTION
                8.15

            	
              Waiver
                of Inventory, Accounting and Appraisal Requirement.

            
	 	 
	
              ARTICLE
                IX

            
	
              REMIC
                ADMINISTRATION

            
	
              SECTION
                9.01

            	
              REMIC
                Administration.

            
	
              SECTION
                9.02

            	
              Prohibited
                Transactions and Activities.

            
	
              SECTION
                9.03

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

            
	 	 
	
              ARTICLE
                X

            
	
              TERMINATION

            
	
              SECTION
                10.01

            	
              Termination.

            
	
              SECTION
                10.02

            	
              Additional
                Termination Requirements.

            
	 	 
	
              ARTICLE
                XI

            
	
              MISCELLANEOUS
                PROVISIONS

            
	
              SECTION
                11.01

            	
              Amendment.

            
	
              SECTION
                11.02

            	
              Recordation
                of Agreement; Counterparts.

            
	
              SECTION
                11.03

            	
              Limitation
                on Rights of Certificateholders.

            
	
              SECTION
                11.04

            	
              Governing
                Law; Jurisdiction.

            
	
              SECTION
                11.05

            	
              Notices.

            
	
              SECTION
                11.06

            	
              Severability
                of Provisions.

            
	
              SECTION
                11.07

            	
              Article
                and Section References.

            
	
              SECTION
                11.08

            	
              Notice
                to the Rating Agencies and the NIMS Insurer.

            
	
              SECTION
                11.09

            	
              Further
                Assurances.

            
	
              SECTION
                11.10

            	
              Third
                Party Rights.

            
	
              SECTION
                11.11

            	
              Benefits
                of Agreement.

            
	
              SECTION
                11.12

            	
              Acts
                of Certificateholders.

            
	
              SECTION
                11.13

            	
              Intention
                of the Parties and Interpretation.

            


    

    


    
      	
              Exhibits:

               

            	 
	
              Exhibit
                A-1

            	
              Form
                of Class I-A-1 Certificates

            
	
              Exhibit
                A-2

            	
              Form
                of Class II-A-1 Certificates

            
	
              Exhibit
                A-3

            	
              Form
                of Class II-A-2 Certificates

            
	
              Exhibit
                A-4

            	
              Form
                of Class II-A-3 Certificates

            
	
              Exhibit
                A-5

            	
              Form
                of Class X-1 Certificates

            
	
              Exhibit
                A-6

            	
              Form
                of Class X-2 Certificates

            
	
              Exhibit
                A-7

            	
              Form
                of Class X-3 Certificates

            
	
              Exhibit
                A-8

            	
              Form
                of Class M-1 Certificates

            
	
              Exhibit
                A-9

            	
              Form
                of Class M-1B Certificates

            
	
              Exhibit
                A-10

            	
              Form
                of Class M-2 Certificates

            
	
              Exhibit
                A-11

            	
              Form
                of Class M-2B Certificates

            
	
              Exhibit
                A-12

            	
              Form
                of Class M-3 Certificates

            
	
              Exhibit
                A-13

            	
              Form
                of Class M-4 Certificates

            
	
              Exhibit
                A-14

            	
              Form
                of Class M-5 Certificates

            
	
              Exhibit
                A-15

            	
              Form
                of Class M-6 Certificates

            
	
              Exhibit
                A-16

            	
              Form
                of Class M-7 Certificates

            
	
              Exhibit
                A-17

            	
              Form
                of Class M-8 Certificates

            
	
              Exhibit
                A-18

            	
              Form
                of Class M-9 Certificates

            
	
              Exhibit
                A-19

            	
              Form
                of Class C Certificates

            
	
              Exhibit
                A-20

            	
              Form
                of Class P Certificates

            
	
              Exhibit
                A-21

            	
              Form
                of Class R Certificates

            
	
              Exhibit
                A-22

            	
              Form
                of Class R-X Certificates

            
	
              Exhibit
                B

            	
              [Reserved]

            
	
              Exhibit
                C

            	
              Form
                of Assignment Agreement

            
	
              Exhibit
                D

            	
              Mortgage
                Loan Schedule

            
	
              Exhibit
                E

            	
              Request
                for Release

            
	
              Exhibit
                F-1

            	
              Form
                of Trustee’s Initial Certification

            
	
              Exhibit
                F-2

            	
              Form
                of Trustee’s Final Certification

            
	
              Exhibit
                F-3

            	
              Form
                of Receipt of Mortgage Note

            
	
              Exhibit
                G

            	
              Form
                of Cap Allocation Agreement

            
	
              Exhibit
                H

            	
              Form
                of Lost Note Affidavit

            
	
              Exhibit
                I

            	
              Form
                of Limited Power of Attorney

            
	
              Exhibit
                J

            	
              Form
                of Investment Letter

            
	
              Exhibit
                K

            	
              Form
                of Transfer Affidavit for Residual Certificates

            
	
              Exhibit
                L

            	
              Form
                of Transferor Certificate

            
	
              Exhibit
                M

            	
              Form
                of ERISA Representation Letter

            
	
              Exhibit
                N-1

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

            
	
              Exhibit
                N-2

            	
              Form
                of Certification to be Provided to the Depositor by the
                Trustee

            
	
              Exhibit
                N-3

            	
              Form
                of Certification to be Provided to the Depositor by the
                Servicer

            
	
              Exhibit
                O

            	
              Form
                of Interest Rate Cap Agreement

            
	
              Exhibit
                P

            	
              Form
                of Basis Risk Cap Agreement

            
	
              Exhibit
                Q

            	
              Form
                of Interest Rate Swap Agreement

            
	
              Exhibit
                R

            	
              Servicing
                Criteria

            
	
              Exhibit
                S

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

            
	
              Schedule
                I

            	
              Prepayment
                Charge Schedule

            


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

     

    PRELIMINARY
      STATEMENT:

     

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

     

    REMIC
      1

     

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

     

    
      	
              Designation

            	 	
              Uncertificated
                REMIC 1

              Pass-Through
                Rate

            	 	
              Initial

              Uncertificated
                Principal Balance 

            	 	
              Latest
                Possible

              Maturity
                Date(1)

            	 
	
              I

            	 	
              Variable(2)

            	 	
              $

            	
              74,494,429.04

            	 	 	
              October
                25, 2037

            	 
	
              I-1-A

            	 	
              Variable(2)

            	 	
              $

            	
              6,625,870.23

            	 	 	
              October
                25, 2037

            	 
	
              I-1-B

            	 	
              Variable(2)

            	 	
              $

            	
              6,625,870.23

            	 	 	
              October
                25, 2037

            	 
	
              I-2-A

            	 	
              Variable(2)

            	 	
              $

            	
              6,610,964.84

            	 	 	
              October
                25, 2037

            	 
	
              I-2-B

            	 	
              Variable(2)

            	 	
              $

            	
              6,610,964.84

            	 	 	
              October
                25, 2037

            	 
	
              I-3-A

            	 	
              Variable(2)

            	 	
              $

            	
              6,477,336.49

            	 	 	
              October
                25, 2037

            	 
	
              I-3-B

            	 	
              Variable(2)

            	 	
              $

            	
              6,477,336.49

            	 	 	
              October
                25, 2037

            	 
	
              I-4-A

            	 	
              Variable(2)

            	 	
              $

            	
              6,346,419.11

            	 	 	
              October
                25, 2037

            	 
	
              I-4-B

            	 	
              Variable(2)

            	 	
              $

            	
              6,346,419.11

            	 	 	
              October
                25, 2037

            	 
	
              I-5-A

            	 	
              Variable(2)

            	 	
              $

            	
              6,218,153.91

            	 	 	
              October
                25, 2037

            	 
	
              I-5-B

            	 	
              Variable(2)

            	 	
              $

            	
              6,218,153.91

            	 	 	
              October
                25, 2037

            	 
	
              I-6-A

            	 	
              Variable(2)

            	 	
              $

            	
              6,092,489.33

            	 	 	
              October
                25, 2037

            	 
	
              I-6-B

            	 	
              Variable(2)

            	 	
              $

            	
              6,092,489.33

            	 	 	
              October
                25, 2037

            	 
	
              I-7-A

            	 	
              Variable(2)

            	 	
              $

            	
              5,969,371.09

            	 	 	
              October
                25, 2037

            	 
	
              I-7-B

            	 	
              Variable(2)

            	 	
              $

            	
              5,969,371.09

            	 	 	
              October
                25, 2037

            	 
	
              I-8-A

            	 	
              Variable(2)

            	 	
              $

            	
              5,848,748.54

            	 	 	
              October
                25, 2037

            	 
	
              I-8-B

            	 	
              Variable(2)

            	 	
              $

            	
              5,848,748.54

            	 	 	
              October
                25, 2037

            	 
	
              I-9-A

            	 	
              Variable(2)

            	 	
              $

            	
              5,994,109.98

            	 	 	
              October
                25, 2037

            	 
	
              I-9-B

            	 	
              Variable(2)

            	 	
              $

            	
              5,994,109.98

            	 	 	
              October
                25, 2037

            	 
	
              I-10-A

            	 	
              Variable(2)

            	 	
              $

            	
              5,800,738.87

            	 	 	
              October
                25, 2037

            	 
	
              I-10-B

            	 	
              Variable(2)

            	 	
              $

            	
              5,800,738.87

            	 	 	
              October
                25, 2037

            	 
	
              I-11-A

            	 	
              Variable(2)

            	 	
              $

            	
              6,444,617.55

            	 	 	
              October
                25, 2037

            	 
	
              I-11-B

            	 	
              Variable(2)

            	 	
              $

            	
              6,444,617.55

            	 	 	
              October
                25, 2037

            	 
	
              I-12-A

            	 	
              Variable(2)

            	 	
              $

            	
              21,558,191.62

            	 	 	
              October
                25, 2037

            	 
	
              I-12-B

            	 	
              Variable(2)

            	 	
              $

            	
              21,558,191.62

            	 	 	
              October
                25, 2037

            	 
	
              I-13-A

            	 	
              Variable(2)

            	 	
              $

            	
              24,506,535.45

            	 	 	
              October
                25, 2037

            	 
	
              I-13-B

            	 	
              Variable(2)

            	 	
              $

            	
              24,506,535.45

            	 	 	
              October
                25, 2037

            	 
	
              I-14-A

            	 	
              Variable(2)

            	 	
              $

            	
              12,415,862.89

            	 	 	
              October
                25, 2037

            	 
	
              I-14-B

            	 	
              Variable(2)

            	 	
              $

            	
              12,415,862.89

            	 	 	
              October
                25, 2037

            	 
	
              I-15-A

            	 	
              Variable(2)

            	 	
              $

            	
              11,513,586.80

            	 	 	
              October
                25, 2037

            	 
	
              I-15-B

            	 	
              Variable(2)

            	 	
              $

            	
              11,513,586.80

            	 	 	
              October
                25, 2037

            	 
	
              I-16-A

            	 	
              Variable(2)

            	 	
              $

            	
              10,598,500.29

            	 	 	
              October
                25, 2037

            	 
	
              I-16-B

            	 	
              Variable(2)

            	 	
              $

            	
              10,598,500.29

            	 	 	
              October
                25, 2037

            	 
	
              I-17-A

            	 	
              Variable(2)

            	 	
              $

            	
              7,065,352.98

            	 	 	
              October
                25, 2037

            	 
	
              I-17-B

            	 	
              Variable(2)

            	 	
              $

            	
              7,065,352.98

            	 	 	
              October
                25, 2037

            	 
	
              I-18-A

            	 	
              Variable(2)

            	 	
              $

            	
              4,532,472.14

            	 	 	
              October
                25, 2037

            	 
	
              I-18-B

            	 	
              Variable(2)

            	 	
              $

            	
              4,532,472.14

            	 	 	
              October
                25, 2037

            	 
	
              I-19-A

            	 	
              Variable(2)

            	 	
              $

            	
              4,409,715.73

            	 	 	
              October
                25, 2037

            	 
	
              I-19-B

            	 	
              Variable(2)

            	 	
              $

            	
              4,409,715.73

            	 	 	
              October
                25, 2037

            	 
	
              I-20-A

            	 	
              Variable(2)

            	 	
              $

            	
              4,290,444.60

            	 	 	
              October
                25, 2037

            	 
	
              I-20-B

            	 	
              Variable(2)

            	 	
              $

            	
              4,290,444.60

            	 	 	
              October
                25, 2037

            	 
	
              I-21-A

            	 	
              Variable(2)

            	 	
              $

            	
              4,174,557.44

            	 	 	
              October
                25, 2037

            	 
	
              I-21-B

            	 	
              Variable(2)

            	 	
              $

            	
              4,174,557.44

            	 	 	
              October
                25, 2037

            	 
	
              I-22-A

            	 	
              Variable(2)

            	 	
              $

            	
              4,220,634.96

            	 	 	
              October
                25, 2037

            	 
	
              I-22-B

            	 	
              Variable(2)

            	 	
              $

            	
              4,220,634.96

            	 	 	
              October
                25, 2037

            	 
	
              I-23-A

            	 	
              Variable(2)

            	 	
              $

            	
              4,096,100.18

            	 	 	
              October
                25, 2037

            	 
	
              I-23-B

            	 	
              Variable(2)

            	 	
              $

            	
              4,096,100.18

            	 	 	
              October
                25, 2037

            	 
	
              I-24-A

            	 	
              Variable(2)

            	 	
              $

            	
              4,289,749.89

            	 	 	
              October
                25, 2037

            	 
	
              I-24-B

            	 	
              Variable(2)

            	 	
              $

            	
              4,289,749.89

            	 	 	
              October
                25, 2037

            	 
	
              I-25-A

            	 	
              Variable(2)

            	 	
              $

            	
              43,006,315.13

            	 	 	
              October
                25, 2037

            	 
	
              I-25-B

            	 	
              Variable(2)

            	 	
              $

            	
              43,006,315.13

            	 	 	
              October
                25, 2037

            	 
	
              I-26-A

            	 	
              Variable(2)

            	 	
              $

            	
              14,684,094.88

            	 	 	
              October
                25, 2037

            	 
	
              I-26-B

            	 	
              Variable(2)

            	 	
              $

            	
              14,684,094.88

            	 	 	
              October
                25, 2037

            	 
	
              I-27-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,956,655.32

            	 	 	
              October
                25, 2037

            	 
	
              I-27-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,956,655.32

            	 	 	
              October
                25, 2037

            	 
	
              I-28-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,911,106.97

            	 	 	
              October
                25, 2037

            	 
	
              I-28-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,911,106.97

            	 	 	
              October
                25, 2037

            	 
	
              I-29-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,866,701.07

            	 	 	
              October
                25, 2037

            	 
	
              I-29-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,866,701.07

            	 	 	
              October
                25, 2037

            	 
	
              I-30-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,823,409.60

            	 	 	
              October
                25, 2037

            	 
	
              I-30-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,823,409.60

            	 	 	
              October
                25, 2037

            	 
	
              I-31-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,781,199.99

            	 	 	
              October
                25, 2037

            	 
	
              I-31-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,781,199.99

            	 	 	
              October
                25, 2037

            	 
	
              I-32-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,740,045.09

            	 	 	
              October
                25, 2037

            	 
	
              I-32-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,740,045.09

            	 	 	
              October
                25, 2037

            	 
	
              I-33-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,699,915.97

            	 	 	
              October
                25, 2037

            	 
	
              I-33-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,699,915.97

            	 	 	
              October
                25, 2037

            	 
	
              I-34-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,660,785.49

            	 	 	
              October
                25, 2037

            	 
	
              I-34-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,660,785.49

            	 	 	
              October
                25, 2037

            	 
	
              I-35-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,622,625.60

            	 	 	
              October
                25, 2037

            	 
	
              I-35-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,622,625.60

            	 	 	
              October
                25, 2037

            	 
	
              I-36-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,585,413.69

            	 	 	
              October
                25, 2037

            	 
	
              I-36-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,585,413.69

            	 	 	
              October
                25, 2037

            	 
	
              I-37-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,549,121.73

            	 	 	
              October
                25, 2037

            	 
	
              I-37-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,549,121.73

            	 	 	
              October
                25, 2037

            	 
	
              I-38-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,513,725.28

            	 	 	
              October
                25, 2037

            	 
	
              I-38-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,513,725.28

            	 	 	
              October
                25, 2037

            	 
	
              I-39-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,479,203.55

            	 	 	
              October
                25, 2037

            	 
	
              I-39-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,479,203.55

            	 	 	
              October
                25, 2037

            	 
	
              I-40-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,445,529.39

            	 	 	
              October
                25, 2037

            	 
	
              I-40-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,445,529.39

            	 	 	
              October
                25, 2037

            	 
	
              I-41-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,412,683.80

            	 	 	
              October
                25, 2037

            	 
	
              I-41-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,412,683.80

            	 	 	
              October
                25, 2037

            	 
	
              I-42-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,380,642.38

            	 	 	
              October
                25, 2037

            	 
	
              I-42-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,380,642.38

            	 	 	
              October
                25, 2037

            	 
	
              I-43-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,349,386.12

            	 	 	
              October
                25, 2037

            	 
	
              I-43-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,349,386.12

            	 	 	
              October
                25, 2037

            	 
	
              I-44-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,318,892.40

            	 	 	
              October
                25, 2037

            	 
	
              I-44-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,318,892.40

            	 	 	
              October
                25, 2037

            	 
	
              I-45-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,289,143.14

            	 	 	
              October
                25, 2037

            	 
	
              I-45-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,289,143.14

            	 	 	
              October
                25, 2037

            	 
	
              I-46-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,260,117.53

            	 	 	
              October
                25, 2037

            	 
	
              I-46-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,260,117.53

            	 	 	
              October
                25, 2037

            	 
	
              I-47-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,241,356.89

            	 	 	
              October
                25, 2037

            	 
	
              I-47-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,241,356.89

            	 	 	
              October
                25, 2037

            	 
	
              I-48-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,682,031.86

            	 	 	
              October
                25, 2037

            	 
	
              I-48-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,682,031.86

            	 	 	
              October
                25, 2037

            	 
	
              I-49-A

            	 	
              Variable(2)

            	 	
              $

            	
              3,327,599.89

            	 	 	
              October
                25, 2037

            	 
	
              I-49-B

            	 	
              Variable(2)

            	 	
              $

            	
              3,327,599.89

            	 	 	
              October
                25, 2037

            	 
	
              I-50-A

            	 	
              Variable(2)

            	 	
              $

            	
              11,175,968.68

            	 	 	
              October
                25, 2037

            	 
	
              I-50-B

            	 	
              Variable(2)

            	 	
              $

            	
              11,175,968.68

            	 	 	
              October
                25, 2037

            	 
	
              I-51-A

            	 	
              Variable(2)

            	 	
              $

            	
              40,968,042.91

            	 	 	
              October
                25, 2037

            	 
	
              I-51-B

            	 	
              Variable(2)

            	 	
              $

            	
              40,968,042.91

            	 	 	
              October
                25, 2037

            	 
	
              II

            	 	
              Variable(2)

            	 	
              $

            	
              28,448,195.06

            	 	 	
              October
                25, 2037

            	 
	
              II-1-A

            	 	
              Variable(2)

            	 	
              $

            	
              2,530,307.27

            	 	 	
              October
                25, 2037

            	 
	
              II-1-B

            	 	
              Variable(2)

            	 	
              $

            	
              2,530,307.27

            	 	 	
              October
                25, 2037

            	 
	
              II-2-A

            	 	
              Variable(2)

            	 	
              $

            	
              2,524,615.16

            	 	 	
              October
                25, 2037

            	 
	
              II-2-B

            	 	
              Variable(2)

            	 	
              $

            	
              2,524,615.16

            	 	 	
              October
                25, 2037

            	 
	
              II-3-A

            	 	
              Variable(2)

            	 	
              $

            	
              2,473,584.76

            	 	 	
              October
                25, 2037

            	 
	
              II-3-B

            	 	
              Variable(2)

            	 	
              $

            	
              2,473,584.76

            	 	 	
              October
                25, 2037

            	 
	
              II-4-A

            	 	
              Variable(2)

            	 	
              $

            	
              2,423,589.64

            	 	 	
              October
                25, 2037

            	 
	
              II-4-B

            	 	
              Variable(2)

            	 	
              $

            	
              2,423,589.64

            	 	 	
              October
                25, 2037

            	 
	
              II-5-A

            	 	
              Variable(2)

            	 	
              $

            	
              2,374,607.34

            	 	 	
              October
                25, 2037

            	 
	
              II-5-B

            	 	
              Variable(2)

            	 	
              $

            	
              2,374,607.34

            	 	 	
              October
                25, 2037

            	 
	
              II-6-A

            	 	
              Variable(2)

            	 	
              $

            	
              2,326,618.17

            	 	 	
              October
                25, 2037

            	 
	
              II-6-B

            	 	
              Variable(2)

            	 	
              $

            	
              2,326,618.17

            	 	 	
              October
                25, 2037

            	 
	
              II-7-A

            	 	
              Variable(2)

            	 	
              $

            	
              2,279,601.41

            	 	 	
              October
                25, 2037

            	 
	
              II-7-B

            	 	
              Variable(2)

            	 	
              $

            	
              2,279,601.41

            	 	 	
              October
                25, 2037

            	 
	
              II-8-A

            	 	
              Variable(2)

            	 	
              $

            	
              2,233,537.71

            	 	 	
              October
                25, 2037

            	 
	
              II-8-B

            	 	
              Variable(2)

            	 	
              $

            	
              2,233,537.71

            	 	 	
              October
                25, 2037

            	 
	
              II-9-A

            	 	
              Variable(2)

            	 	
              $

            	
              2,289,048.77

            	 	 	
              October
                25, 2037

            	 
	
              II-9-B

            	 	
              Variable(2)

            	 	
              $

            	
              2,289,048.77

            	 	 	
              October
                25, 2037

            	 
	
              I-10-A

            	 	
              Variable(2)

            	 	
              $

            	
              2,215,203.63

            	 	 	
              October
                25, 2037

            	 
	
              II-10-B

            	 	
              Variable(2)

            	 	
              $

            	
              2,215,203.63

            	 	 	
              October
                25, 2037

            	 
	
              II-11-A

            	 	
              Variable(2)

            	 	
              $

            	
              2,461,089.95

            	 	 	
              October
                25, 2037

            	 
	
              II-11-B

            	 	
              Variable(2)

            	 	
              $

            	
              2,461,089.95

            	 	 	
              October
                25, 2037

            	 
	
              II-12-A

            	 	
              Variable(2)

            	 	
              $

            	
              8,232,707.13

            	 	 	
              October
                25, 2037

            	 
	
              II-12-B

            	 	
              Variable(2)

            	 	
              $

            	
              8,232,707.13

            	 	 	
              October
                25, 2037

            	 
	
              II-13-A

            	 	
              Variable(2)

            	 	
              $

            	
              9,358,629.55

            	 	 	
              October
                25, 2037

            	 
	
              II-13-B

            	 	
              Variable(2)

            	 	
              $

            	
              9,358,629.55

            	 	 	
              October
                25, 2037

            	 
	
              II-14-A

            	 	
              Variable(2)

            	 	
              $

            	
              4,741,407.11

            	 	 	
              October
                25, 2037

            	 
	
              II-14-B

            	 	
              Variable(2)

            	 	
              $

            	
              4,741,407.11

            	 	 	
              October
                25, 2037

            	 
	
              II-15-A

            	 	
              Variable(2)

            	 	
              $

            	
              4,396,843.20

            	 	 	
              October
                25, 2037

            	 
	
              II-15-B

            	 	
              Variable(2)

            	 	
              $

            	
              4,396,843.20

            	 	 	
              October
                25, 2037

            	 
	
              II-16-A

            	 	
              Variable(2)

            	 	
              $

            	
              4,047,387.21

            	 	 	
              October
                25, 2037

            	 
	
              II-16-B

            	 	
              Variable(2)

            	 	
              $

            	
              4,047,387.21

            	 	 	
              October
                25, 2037

            	 
	
              II-17-A

            	 	
              Variable(2)

            	 	
              $

            	
              2,698,138.27

            	 	 	
              October
                25, 2037

            	 
	
              II-17-B

            	 	
              Variable(2)

            	 	
              $

            	
              2,698,138.27

            	 	 	
              October
                25, 2037

            	 
	
              II-18-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,730,874.11

            	 	 	
              October
                25, 2037

            	 
	
              II-18-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,730,874.11

            	 	 	
              October
                25, 2037

            	 
	
              II-19-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,683,995.52

            	 	 	
              October
                25, 2037

            	 
	
              II-19-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,683,995.52

            	 	 	
              October
                25, 2037

            	 
	
              II-20-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,638,447.90

            	 	 	
              October
                25, 2037

            	 
	
              II-20-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,638,447.90

            	 	 	
              October
                25, 2037

            	 
	
              II-21-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,594,192.56

            	 	 	
              October
                25, 2037

            	 
	
              II-21-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,594,192.56

            	 	 	
              October
                25, 2037

            	 
	
              II-22-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,611,788.79

            	 	 	
              October
                25, 2037

            	 
	
              II-22-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,611,788.79

            	 	 	
              October
                25, 2037

            	 
	
              II-23-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,564,231.07

            	 	 	
              October
                25, 2037

            	 
	
              II-23-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,564,231.07

            	 	 	
              October
                25, 2037

            	 
	
              II-24-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,638,182.61

            	 	 	
              October
                25, 2037

            	 
	
              II-24-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,638,182.61

            	 	 	
              October
                25, 2037

            	 
	
              II-25-A

            	 	
              Variable(2)

            	 	
              $

            	
              16,423,381.12

            	 	 	
              October
                25, 2037

            	 
	
              II-25-B

            	 	
              Variable(2)

            	 	
              $

            	
              16,423,381.12

            	 	 	
              October
                25, 2037

            	 
	
              II-26-A

            	 	
              Variable(2)

            	 	
              $

            	
              5,607,606.37

            	 	 	
              October
                25, 2037

            	 
	
              II-26-B

            	 	
              Variable(2)

            	 	
              $

            	
              5,607,606.37

            	 	 	
              October
                25, 2037

            	 
	
              II-27-A

            	 	
              Variable(2)

            	 	
              $

            	
              747,213.43

            	 	 	
              October
                25, 2037

            	 
	
              II-27-B

            	 	
              Variable(2)

            	 	
              $

            	
              747,213.43

            	 	 	
              October
                25, 2037

            	 
	
              II-28-A

            	 	
              Variable(2)

            	 	
              $

            	
              729,819.28

            	 	 	
              October
                25, 2037

            	 
	
              II-28-B

            	 	
              Variable(2)

            	 	
              $

            	
              729,819.28

            	 	 	
              October
                25, 2037

            	 
	
              II-29-A

            	 	
              Variable(2)

            	 	
              $

            	
              712,861.43

            	 	 	
              October
                25, 2037

            	 
	
              II-29-B

            	 	
              Variable(2)

            	 	
              $

            	
              712,861.43

            	 	 	
              October
                25, 2037

            	 
	
              II-30-A

            	 	
              Variable(2)

            	 	
              $

            	
              696,329.15

            	 	 	
              October
                25, 2037

            	 
	
              II-30-B

            	 	
              Variable(2)

            	 	
              $

            	
              696,329.15

            	 	 	
              October
                25, 2037

            	 
	
              II-31-A

            	 	
              Variable(2)

            	 	
              $

            	
              680,210.01

            	 	 	
              October
                25, 2037

            	 
	
              II-31-B

            	 	
              Variable(2)

            	 	
              $

            	
              680,210.01

            	 	 	
              October
                25, 2037

            	 
	
              II-32-A

            	 	
              Variable(2)

            	 	
              $

            	
              664,493.66

            	 	 	
              October
                25, 2037

            	 
	
              II-32-B

            	 	
              Variable(2)

            	 	
              $

            	
              664,493.66

            	 	 	
              October
                25, 2037

            	 
	
              II-33-A

            	 	
              Variable(2)

            	 	
              $

            	
              649,169.03

            	 	 	
              October
                25, 2037

            	 
	
              II-33-B

            	 	
              Variable(2)

            	 	
              $

            	
              649,169.03

            	 	 	
              October
                25, 2037

            	 
	
              II-34-A

            	 	
              Variable(2)

            	 	
              $

            	
              634,225.76

            	 	 	
              October
                25, 2037

            	 
	
              II-34-B

            	 	
              Variable(2)

            	 	
              $

            	
              634,225.76

            	 	 	
              October
                25, 2037

            	 
	
              II-35-A

            	 	
              Variable(2)

            	 	
              $

            	
              619,653.15

            	 	 	
              October
                25, 2037

            	 
	
              II-35-B

            	 	
              Variable(2)

            	 	
              $

            	
              619,653.15

            	 	 	
              October
                25, 2037

            	 
	
              II-36-A

            	 	
              Variable(2)

            	 	
              $

            	
              605,442.56

            	 	 	
              October
                25, 2037

            	 
	
              II-36-B

            	 	
              Variable(2)

            	 	
              $

            	
              605,442.56

            	 	 	
              October
                25, 2037

            	 
	
              II-37-A

            	 	
              Variable(2)

            	 	
              $

            	
              591,583.27

            	 	 	
              October
                25, 2037

            	 
	
              II-37-B

            	 	
              Variable(2)

            	 	
              $

            	
              591,583.27

            	 	 	
              October
                25, 2037

            	 
	
              I-38-A

            	 	
              Variable(2)

            	 	
              $

            	
              578,065.97

            	 	 	
              October
                25, 2037

            	 
	
              II-38-B

            	 	
              Variable(2)

            	 	
              $

            	
              578,065.97

            	 	 	
              October
                25, 2037

            	 
	
              II-39-A

            	 	
              Variable(2)

            	 	
              $

            	
              564,882.70

            	 	 	
              October
                25, 2037

            	 
	
              II-39-B

            	 	
              Variable(2)

            	 	
              $

            	
              564,882.70

            	 	 	
              October
                25, 2037

            	 
	
              II-40-A

            	 	
              Variable(2)

            	 	
              $

            	
              552,023.11

            	 	 	
              October
                25, 2037

            	 
	
              II-40-B

            	 	
              Variable(2)

            	 	
              $

            	
              552,023.11

            	 	 	
              October
                25, 2037

            	 
	
              II-41-A

            	 	
              Variable(2)

            	 	
              $

            	
              539,479.95

            	 	 	
              October
                25, 2037

            	 
	
              II-41-B

            	 	
              Variable(2)

            	 	
              $

            	
              539,479.95

            	 	 	
              October
                25, 2037

            	 
	
              II-42-A

            	 	
              Variable(2)

            	 	
              $

            	
              527,243.87

            	 	 	
              October
                25, 2037

            	 
	
              II-42-B

            	 	
              Variable(2)

            	 	
              $

            	
              527,243.87

            	 	 	
              October
                25, 2037

            	 
	
              II-43-A

            	 	
              Variable(2)

            	 	
              $

            	
              515,307.63

            	 	 	
              October
                25, 2037

            	 
	
              II-43-B

            	 	
              Variable(2)

            	 	
              $

            	
              515,307.63

            	 	 	
              October
                25, 2037

            	 
	
              II-44-A

            	 	
              Variable(2)

            	 	
              $

            	
              503,662.60

            	 	 	
              October
                25, 2037

            	 
	
              II-44-B

            	 	
              Variable(2)

            	 	
              $

            	
              503,662.60

            	 	 	
              October
                25, 2037

            	 
	
              II-45-A

            	 	
              Variable(2)

            	 	
              $

            	
              492,301.86

            	 	 	
              October
                25, 2037

            	 
	
              II-45-B

            	 	
              Variable(2)

            	 	
              $

            	
              492,301.86

            	 	 	
              October
                25, 2037

            	 
	
              II-46-A

            	 	
              Variable(2)

            	 	
              $

            	
              481,217.47

            	 	 	
              October
                25, 2037

            	 
	
              II-46-B

            	 	
              Variable(2)

            	 	
              $

            	
              481,217.47

            	 	 	
              October
                25, 2037

            	 
	
              II-47-A

            	 	
              Variable(2)

            	 	
              $

            	
              474,053.11

            	 	 	
              October
                25, 2037

            	 
	
              II-47-B

            	 	
              Variable(2)

            	 	
              $

            	
              474,053.11

            	 	 	
              October
                25, 2037

            	 
	
              II-48-A

            	 	
              Variable(2)

            	 	
              $

            	
              642,339.39

            	 	 	
              October
                25, 2037

            	 
	
              II-48-B

            	 	
              Variable(2)

            	 	
              $

            	
              642,339.39

            	 	 	
              October
                25, 2037

            	 
	
              II-49-A

            	 	
              Variable(2)

            	 	
              $

            	
              1,270,753.86

            	 	 	
              October
                25, 2037

            	 
	
              II-49-B

            	 	
              Variable(2)

            	 	
              $

            	
              1,270,753.86

            	 	 	
              October
                25, 2037

            	 
	
              II-50-A

            	 	
              Variable(2)

            	 	
              $

            	
              4,267,912.57

            	 	 	
              October
                25, 2037

            	 
	
              II-50-B

            	 	
              Variable(2)

            	 	
              $

            	
              4,267,912.57

            	 	 	
              October
                25, 2037

            	 
	
              II-51-A

            	 	
              Variable(2)

            	 	
              $

            	
              15,644,999.59

            	 	 	
              October
                25, 2037

            	 
	
              II-51-B

            	 	
              Variable(2)

            	 	
              $

            	
              15,644,999.59

            	 	 	
              October
                25, 2037

            	 
	
              P

            	 	
              Variable(2)

            	 	
              $

            	
              100.00

            	 	 	
              October
                25, 2037

            	 


    

    ________________

    
      	
              (1)

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

            


    

    
      	
              (2)

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

            


    

    


    


    REMIC
      2

     

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

     

    
      	
              
                Designation

              

            	
              
                Uncertificated
                  REMIC 2

                Pass-Through
                  Rate

              

            	
              
                Initial
                  Uncertificated

                Principal
                  Balance 

              

            	
              
                Latest
                  Possible

                Maturity
                  Date(1)

              

            
	
              LTAA

            	
              Variable(2)

            	
              $

            	
              502,532,643.81

            	 	
              October
                25, 2037

            
	
              LTIA1

            	
              Variable(2)

            	
              $

            	
              2,712,590.00

            	 	
              October
                25, 2037

            
	
              LTIIA1

            	
              Variable(2)

            	
              $

            	
              346,135.00

            	 	
              October
                25, 2037

            
	
              LTIIA2

            	
              Variable(2)

            	
              $

            	
              565,645.00

            	 	
              October
                25, 2037

            
	
              LTIIA3

            	
              Variable(2)

            	
              $

            	
              124,115.00

            	 	
              October
                25, 2037

            
	
              LTM1

            	
              Variable(2)

            	
              $

            	
              83,655.00

            	 	
              October
                25, 2037

            
	
              LTM1B

            	
              Variable(2)

            	
              $

            	
              83,000.00

            	 	
              October
                25, 2037

            
	
              LTM2

            	
              Variable(2)

            	
              $

            	
              75,000.00

            	 	
              October
                25, 2037

            
	
              LTM2B

            	
              Variable(2)

            	
              $

            	
              53,195.00

            	 	
              October
                25, 2037

            
	
              LTM3

            	
              Variable(2)

            	
              $

            	
              230,755.00

            	 	
              October
                25, 2037

            
	
              LTM4

            	
              Variable(2)

            	
              $

            	
              105,120.00

            	 	
              October
                25, 2037

            
	
              LTM5

            	
              Variable(2)

            	
              $

            	
              102,560.00

            	 	
              October
                25, 2037

            
	
              LTM6

            	
              Variable(2)

            	
              $

            	
              74,355.00

            	 	
              October
                25, 2037

            
	
              LTM7

            	
              Variable(2)

            	
              $

            	
              61,535.00

            	 	
              October
                25, 2037

            
	
              LTM8

            	
              Variable(2)

            	
              $

            	
              56,405.00

            	 	
              October
                25, 2037

            
	
              LTM9

            	
              Variable(2)

            	
              $

            	
              76,920.00

            	 	
              October
                25, 2037

            
	
              LTZZ

            	
              Variable(2)

            	
              $

            	
              5,504,783.24

            	 	
              October
                25, 2037

            
	
              LTP

            	
              Variable(2)

            	
              $

            	
              100.00

            	 	
              October
                25, 2037

            
	
              LTIO

            	
              Variable(2)

            	
               

            	
              (3)

            	 	
              October
                25, 2037

            
	
              LT1SUB

            	
              Variable(2)

            	
              $

            	
              19,964.09

            	 	
              October
                25, 2037

            
	
              LT1GRP

            	
              Variable(2)

            	
              $

            	
              74,215.90

            	 	
              October
                25, 2037

            
	
              LT2SUB

            	
              Variable(2)

            	
              $

            	
              7,623.89

            	 	
              October
                25, 2037

            
	
              LT2GRP

            	
              Variable(2)

            	
              $

            	
              28,341.79

            	 	
              October
                25, 2037

            
	
              LTXX

            	
              Variable(2)

            	
              $

            	
              512,658,266.38

            	 	
              October
                25, 2037

            


    

    
      	
               

            	
              ________________

            


    

    
      	
              (1)

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

            


    

    
      	
              (2)

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

            


    

    
      	
              (3)

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

            


    

    REMIC
      3

     

    As
      provided herein, the Trustee shall elect to treat the segregated pool of assets
      consisting of the REMIC 2 Regular Interests as a REMIC for federal income tax
      purposes, and such segregated pool of assets shall be designated as “REMIC
      3.”  The Class R-3 Interest shall evidence the sole class of “residual
      interests” in REMIC 3 for purposes of the REMIC Provisions under federal income
      tax law. The following table irrevocably sets forth the designation, the
      Uncertificated REMIC 3 Pass-Through Rate, the initial Uncertificated Principal
      Balance and, for purposes of satisfying Treasury Regulation Section
      1.860G-1(a)(4)(iii), the “latest possible maturity date” for each of the REMIC 3
      Regular Interests (as defined herein).  None of the REMIC 3 Regular
      Interests shall be certificated.

     

    
      	
              
                Designation

              

            	
              
                Uncertificated
                  REMIC 3

                Pass-Through
                  Rate

              

            	
              
                Initial
                  Uncertificated

                Principal
                  Balance 

              

            	
              
                Latest
                  Possible

                Maturity
                  Date(1)

              

            
	
              LTIA1

            	
              Variable(2)

            	
              $

            	
              542,518,000.00

            	 	
              October
                25, 2037

            
	
              LTIIA1

            	
              Variable(2)

            	
              $

            	
              69,227,000.00

            	 	
              October
                25, 2037

            
	
              LTIIA2

            	
              Variable(2)

            	
              $

            	
              113,129,000.00

            	 	
              October
                25, 2037

            
	
              LTIIA3

            	
              Variable(2)

            	
              $

            	
              24,823,000.00

            	 	
              October
                25, 2037

            
	
              LTM1

            	
              Variable(2)

            	
              $

            	
              16,731,000.00

            	 	
              October
                25, 2037

            
	
              LTM1B

            	
              Variable(2)

            	
              $

            	
              16,600,000.00

            	 	
              October
                25, 2037

            
	
              LTM2

            	
              Variable(2)

            	
              $

            	
              15,000,000.00

            	 	
              October
                25, 2037

            
	
              LTM2B

            	
              Variable(2)

            	
              $

            	
              10,639,000.00

            	 	
              October
                25, 2037

            
	
              LTM3

            	
              Variable(2)

            	
              $

            	
              46,151,000.00

            	 	
              October
                25, 2037

            
	
              LTM4

            	
              Variable(2)

            	
              $

            	
              21,024,000.00

            	 	
              October
                25, 2037

            
	
              LTM5

            	
              Variable(2)

            	
              $

            	
              20,512,000.00

            	 	
              October
                25, 2037

            
	
              LTM6

            	
              Variable(2)

            	
              $

            	
              14,871,000.00

            	 	
              October
                25, 2037

            
	
              LTM7

            	
              Variable(2)

            	
              $

            	
              12,307,000.00

            	 	
              October
                25, 2037

            
	
              LTM8

            	
              Variable(2)

            	
              $

            	
              11,281,000.00

            	 	
              October
                25, 2037

            
	
              LTM9

            	
              Variable(2)

            	
              $

            	
              15,384,000.00

            	 	
              October
                25, 2037

            
	
              LTC

            	
              Variable(3)

            	
              $

            	
              75,379,824.10

            	 	
              October
                25, 2037

            
	
              LTP

            	
              N/A(4)

            	
              $

            	
              100.00

            	 	
              October
                25, 2037

            
	
              LTIO

            	
              (5)

            	 	
              (5)

            	 	
              October
                25, 2037

            


    

    
      	
               

            	
              ________________

            


    

    
      	
              (1)

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

            


    

    
      	
              (2)

            	
              Calculated
                in accordance with the definition of “Uncertificated REMIC 3 Pass-Through
                Rate” herein.

            


    

    
      	
              (3)

            	
              REMIC
                3 Regular Interest LTC will accrue interest at its variable Uncertificated
                REMIC 3 Pass-Through Rate on the Notional Amount of REMIC 3 Regular
                Interest LTC outstanding from time to time. REMIC 3 Regular Interest
                LTC
                will not accrue interest on its Uncertificated Principal
                Balance.

            


    

    
      	
              (4)

            	
              REMIC
                3 Regular Interest LTP will not have an Uncertificated REMIC 3
                Pass-Through Rate, but will be entitled to 100% of the Prepayment
                Charges.

            


    

    
      	
              (5)

            	
              REMIC
                3 Regular Interest LTIO will not have an Uncertificated REMIC 3
                Pass-Through Rate, but will be entitled to 100% of the amounts distributed
                on REMIC 2 Regular Interest LTIO.

            


    

    


    REMIC
      4

     

    As
      provided herein, the Trustee shall elect to treat the segregated pool of assets
      consisting of the REMIC 3 Regular Interests as a REMIC for federal income tax
      purposes, and such segregated pool of assets shall be designated as “REMIC
      4.”  The Class R-4 Interest shall evidence the sole class of “residual
      interests” in REMIC 4 for purposes of the REMIC Provisions.  The
      following table irrevocably sets forth the designation, the Uncertificated
      REMIC
      4 Pass-Through Rate, the initial Uncertificated Principal Balance and, for
      purposes of satisfying Treasury Regulation Section 1.860G-1(a)(4)(iii), the
      “latest possible maturity date” for each of the REMIC 4 Regular Interests (as
      defined herein).  None of the REMIC 4 Regular Interests shall be
      certificated:

     

    
      	
              
                Designation

              

            	
              
                Uncertificated
                  REMIC 4

                Pass-Through
                  Rate

              

            	
              
                Initial
                  Uncertificated

                Principal
                  Balance 

              

            	
              
                Latest
                  Possible

                Maturity
                  Date(1)

              

            
	
              I-A-1

            	
              Variable(2)

            	
              $

            	
              542,518,000.00

            	 	
              October
                25, 2037

            
	
              II-A-1

            	
              Variable(2)

            	
              $

            	
              69,227,000.00

            	 	
              October
                25, 2037

            
	
              II-A-2

            	
              Variable(2)

            	
              $

            	
              113,129,000.00

            	 	
              October
                25, 2037

            
	
              II-A-3

            	
              Variable(2)

            	
              $

            	
              24,823,000.00

            	 	
              October
                25, 2037

            
	
              M-1

            	
              Variable(2)

            	
              $

            	
              16,731,000.00

            	 	
              October
                25, 2037

            
	
              M-1B

            	
              Variable(2)

            	
              $

            	
              16,600,000.00

            	 	
              October
                25, 2037

            
	
              M-2

            	
              Variable(2)

            	
              $

            	
              15,000,000.00

            	 	
              October
                25, 2037

            
	
              M-2B

            	
              Variable(2)

            	
              $

            	
              10,639,000.00

            	 	
              October
                25, 2037

            
	
              M-3

            	
              Variable(2)

            	
              $

            	
              46,151,000.00

            	 	
              October
                25, 2037

            
	
              M-4

            	
              Variable(2)

            	
              $

            	
              21,024,000.00

            	 	
              October
                25, 2037

            
	
              M-5

            	
              Variable(2)

            	
              $

            	
              20,512,000.00

            	 	
              October
                25, 2037

            
	
              M-6

            	
              Variable(2)

            	
              $

            	
              14,871,000.00

            	 	
              October
                25, 2037

            
	
              M-7

            	
              Variable(2)

            	
              $

            	
              12,307,000.00

            	 	
              October
                25, 2037

            
	
              M-8

            	
              Variable(2)

            	
              $

            	
              11,281,000.00

            	 	
              October
                25, 2037

            
	
              M-9

            	
              Variable(2)

            	
              $

            	
              15,384,000.00

            	 	
              October
                25, 2037

            
	
              C

            	
              Variable(3)

            	
              $

            	
              75,379,824.10

            	 	
              October
                25, 2037

            
	
              P

            	
              N/A(4)

            	
              $

            	
              100.00

            	 	
              October
                25, 2037

            
	
              IO

            	
              (5)

            	 	
              (5)

            	 	
              October
                25, 2037

            
	
              X-1

            	
              (6)

            	 	
              (6)

            	 	
              October
                25, 2037

            
	
              X-2-A-1

            	
              (7)

            	 	
              (7)

            	 	
              October
                25, 2037

            
	
              X-2-A-2

            	
              (7)

            	 	
              (7)

            	 	
              October
                25, 2037

            
	
              X-2-A-3

            	
              (7)

            	 	
              (7)

            	 	
              October
                25, 2037

            
	
              X-3-M-1

            	
              (8)

            	 	
              (8)

            	 	
              October
                25, 2037

            
	
              X-3-M-2

            	
              (8)

            	 	
              (8)

            	 	
              October
                25, 2037

            


    

    
      	
               

            	
              ________________

            


    

    
      	
              (1)

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

            


    

    
      	
              (2)

            	
              Calculated
                in accordance with the definition of “Uncertificated REMIC 4 Pass-Through
                Rate” herein.

            


    

    
      	
              (3)

            	
              For
                federal income tax purposes, REMIC 4 Regular Interest C will receive
                100%
                of amounts received in respect of REMIC 3 Regular Interest
                LTC.  REMIC 4 Regular Interest C will not accrue interest on its
                Uncertificated Principal Balance.

            


    

    
      	
              (4)

            	
              REMIC
                4 Regular Interest P will not accrue interest, but will be entitled
                to
                100% of the Prepayment Charges.

            


    

    
      	
              (5)

            	
              For
                federal income tax purposes, REMIC 4 Regular Interest IO will be
                entitled
                to 100% of the amounts distributed on REMIC 3 Regular Interest
                LTIO.

            


    

    
      	
              (6)

            	
              REMIC
                4 Regular Interest X-1 will accrue interest at its “Uncertificated REMIC 4
                Pass-Through Rate” on its Notional Amount outstanding from time to
                time.

            


    

    
      	
              (7)

            	
              REMIC
                4 Regular Interest X-2-A-1, REMIC 4 Regular Interest X-2-A-2 and
                REMIC 4
                Regular Interest X-2-A-3 will accrue interest at their “Uncertificated
                REMIC 4 Pass-Through Rates” on their Notional Amounts outstanding from
                time to time.

            


    

    
      	
              (8)

            	
              REMIC
                4 Regular Interest X-3-M-1 and REMIC 4 Regular Interest X-3-M-2 will
                accrue interest at their “Uncertificated REMIC 4 Pass-Through Rates” on
                their Notional Amounts outstanding from time to
                time.

            


    

    REMIC
      5

     

    As
      provided herein, the Trustee shall elect to treat the segregated pool of assets
      consisting of the REMIC 4 Regular Interests as a REMIC for federal income tax
      purposes, and such segregated pool of assets shall be designated as “REMIC
      5.”  The Class R-5 Interest shall evidence the sole class of “residual
      interests” in REMIC 5 for purposes of the REMIC Provisions.

     

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

     

    
      	
              
                Designation

              

            	
              
                Pass-Through
                  Rate

              

            	
              
                Original
                  Class Certificate

                Principal
                  Balance 

              

            	
              
                Latest
                  Possible

                Maturity
                  Date(1)

              

            
	
              Class
                I-A-1

            	
              Variable(2)

            	
              $

            	
              542,518,000.00

            	 	
              October
                25, 2037

            
	
              Class
                II-A-1

            	
              Variable(2)

            	
              $

            	
              69,227,000.00

            	 	
              October
                25, 2037

            
	
              Class
                II-A-2

            	
              Variable(2)

            	
              $

            	
              113,129,000.00

            	 	
              October
                25, 2037

            
	
              Class
                II-A-3

            	
              Variable(2)

            	
              $

            	
              24,823,000.00

            	 	
              October
                25, 2037

            
	
              Class
                M-1

            	
              Variable(2)

            	
              $

            	
              16,731,000.00

            	 	
              October
                25, 2037

            
	
              Class
                M-1B

            	
              Variable(2)

            	
              $

            	
              16,600,000.00

            	 	
              October
                25, 2037

            
	
              Class
                M-2

            	
              Variable(2)

            	
              $

            	
              15,000,000.00

            	 	
              October
                25, 2037

            
	
              Class
                M-2B

            	
              Variable(2)

            	
              $

            	
              10,639,000.00

            	 	
              October
                25, 2037

            
	
              Class
                M-3

            	
              Variable(2)

            	
              $

            	
              46,151,000.00

            	 	
              October
                25, 2037

            
	
              Class
                M-4

            	
              Variable(2)

            	
              $

            	
              21,024,000.00

            	 	
              October
                25, 2037

            
	
              Class
                M-5

            	
              Variable(2)

            	
              $

            	
              20,512,000.00

            	 	
              October
                25, 2037

            
	
              Class
                M-6

            	
              Variable(2)

            	
              $

            	
              14,871,000.00

            	 	
              October
                25, 2037

            
	
              Class
                M-7

            	
              Variable(2)

            	
              $

            	
              12,307,000.00

            	 	
              October
                25, 2037

            
	
              Class
                M-8

            	
              Variable(2)

            	
              $

            	
              11,281,000.00

            	 	
              October
                25, 2037

            
	
              Class
                M-9

            	
              Variable(2)

            	
              $

            	
              15,384,000.00

            	 	
              October
                25, 2037

            
	
              Class
                C Interest

            	
              Variable(3)

            	
              $

            	
              75,379,824.10

            	 	
              October
                25, 2037

            
	
              Class
                P Interest

            	
              N/A(4)

            	
              $

            	
              100.00

            	 	
              October
                25, 2037

            
	
              Class
                IO Interest

            	
              (5)

            	 	
              (5)

            	 	
              October
                25, 2037

            
	
              Class
                X-1

            	
              (6)

            	 	
              (6)

            	 	
              October
                25, 2037

            
	
              Class
                X-2

            	
              (7)

            	 	
              (7)

            	 	
              October
                25, 2037

            
	
              Class
                X-3

            	
              (8)

            	 	
              (8)

            	 	 


    

    
      	
               

            	
              ________________

            


    

    
      	
              (1)

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

            


    

    
      	
              (2)

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

            


    

    
      	
              (3)

            	
              The
                Class C Interest will receive 100% of amounts received in respect
                of REMIC
                4 Regular Interest C.  The Class C Interest will not accrue
                interest on its Uncertificated Principal
                Balance.

            


    

    
      	
              (4)

            	
              The
                Class P Interest will not accrue interest, but will be entitled to
                100% of
                the Prepayment Charges.

            


    

    
      	
              (5)

            	
              For
                federal income tax purposes, the Class IO Interest will receive 100%
                of
                the amounts received in respect of REMIC 4 Regular Interest
                IO.

            


    

    
      	
              (6)

            	
              The
                Class X-1 Certificates will receive 100% of the amounts received
                in
                respect of REMIC 4 Regular Interest
                X-1.

            


    

    
      	
              (7)

            	
              The
                Class X-2 Certificates represent ownership of the Class X-2 Components,
                each of which is an uncertificated “regular interest” in REMIC 5 and each
                of which will receive 100% of the amounts received in respect of
                REMIC 4
                Regular Interest X-2-A-1, REMIC 4 Regular Interest X-2-A-2 and REMIC
                4
                Regular Interest X-2-A-3,
                respectively.

            


    

    
      	
              (7)

            	
              The
                Class X-3 Certificates represent ownership of the Class X-3 Components,
                each of which is an uncertificated “regular interest” in REMIC 5 and each
                of which will receive 100% of the amounts received in respect of
                REMIC 4
                Regular Interest X-3-M-1 and REMIC 4 Regular Interest X-3-M-2,
                respectively.

            


    

    


    REMIC
      6

     

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

     

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

     

    
      	
              
                Designation

              

            	
              
                Pass-Through
                  Rate

              

            	
              
                Original
                  Class Certificate

                Principal
                  Balance

              

            	
              
                Latest
                  Possible

                Maturity
                  Date(1)

              

            
	
              Class
                C

            	
              Variable(2)

            	
              $    75,379,824.10

            	
              October
                25, 2037

            


    

    
      	
               

            	
              ________________

            


    

    
      	
              (1)

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

            


    

    
      	
              (2)

            	
              The
                Class C Certificates will receive 100% of amounts received in respect
                of
                the Class C Interest.  The Class C Certificates will not accrue
                interest on its Certificate Principal
                Balance.

            


    

    


    REMIC
      7

     

    As
      provided herein, the Trustee shall make an election to treat the segregated
      pool
      of assets consisting of the Class P Interest as a REMIC for federal income
      tax
      purposes, and such segregated pool of assets will be designated as “REMIC
      7.”  The Class R-7 Interest represents the sole class of “residual
      interests” in REMIC 7 for purposes of the REMIC Provisions.

     

    The
      following table sets forth (or describes) the designation, Pass-Through Rate,
      the Original Class Certificate Principal Balance and, for purposes of satisfying
      Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
      date” for the indicated Class of Certificates that represents a “regular
      interest” in REMIC 7 created hereunder:

     

    
      	
              
                Designation

              

            	
              
                Pass-Through
                  Rate

              

            	
              
                Original
                  Class Certificate

                Principal
                  Balance

              

            	
              
                Latest
                  Possible

                Maturity
                  Date(1)

              

            
	
              Class
                P

            	
              N/A(2)

            	
               $                         100.00

            	
              October
                25, 2037

            


    

    
      	
               

            	
              ________________

            


    

    
      	
              (1)

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

            


    

    
      	
              (2)

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

            


    

    REMIC
      8

     

    As
      provided herein, the Trustee shall make an election to treat the segregated
      pool
      of assets consisting of the Class IO Interest as a REMIC for federal income
      tax
      purposes, and such segregated pool of assets shall be designated as “REMIC
      8.”  The Class R-8 Interest represents the sole class of “residual
      interests” in REMIC 8 for purposes of the REMIC Provisions.

     

    The
      following table irrevocably sets forth the designation, the Pass-Through Rate,
      the Original Class Certificate Principal Balance and, for purposes of satisfying
      Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest possible maturity
      date” for the indicated REMIC 8 Regular Interest, which will be
      uncertificated.

     

    
      	
              
                Class
                  Designation

              

            	
              
                Pass-Through
                  Rate

              

            	
              
                Original
                  Class Certificate

                Principal
                  Balance

              

            	
              
                Latest
                  Possible

                Maturity
                  Date(1)

              

            
	
              SWAP
                IO

            	
              Variable(2)

            	
              N/A

            	
              October
                25, 2037

            


    

    
      	
               

            	
              ________________

            


    

    
      	
              (1)

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

            


    

    
      	
              (2)

            	
              REMIC
                8 Regular Interest SWAP IO shall receive 100% of amounts received
                in
                respect of the Class IO Interest.

            


    

     

     

     

    ARTICLE
      I

     

    DEFINITIONS

     

    
      	
              SECTION
                1.01  

            	
              Defined
                Terms.

            


    

     

    Whenever
      used in this Agreement or in the Preliminary Statement, the following words
      and
      phrases, unless the context otherwise requires, shall have the meanings
      specified in this Article.  Unless otherwise specified, all
      calculations in respect of interest on the Floating Rate Certificates and the
      Class X Certificates shall be made on the basis of the actual number of days
      elapsed and a 360-day year and all calculations in respect of interest on the
      Class C Certificates and all other calculations of interest described herein
      shall be made on the basis of a 360-day year consisting of twelve 30-day
      months.  The Class P Certificates and the Residual Certificates are
      not entitled to distributions in respect of interest and, accordingly, will
      not
      accrue interest.

     

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

     

    “Accrual
      Period”: With respect to the Floating Rate Certificates and the Class X
      Certificates (including the Class X-2 and Class X-3 Components) and each
      Distribution Date, the period commencing on the preceding Distribution Date
      (or
      in the case of the first such Accrual Period, commencing on the Closing Date)
      and ending on the day preceding such Distribution Date.  With respect
      to the Class C Certificates and each Distribution Date, the calendar month
      prior
      to the month of such Distribution Date.

     

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

     

    “Additional
      Form 10-K Disclosure”: The meaning set forth in Section 4.05(b)(i)

     

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

     

    “Adjusted
      Net Maximum Mortgage Rate”: With respect to any Mortgage Loan (or the related
      REO Property), as of any date of determination, a per annum rate of interest
      equal to the applicable Maximum Mortgage Rate for such Mortgage Loan (or the
      Mortgage Rate in the case of any Fixed-Rate Mortgage Loan) as of the first
      day
      of the month preceding the month in which the related Distribution Date occurs
      minus the sum of (i) the Servicing Fee Rate and (ii) the Credit Risk Manager
      Fee
      Rate.

     

    “Adjusted
      Net Mortgage Rate”: With respect to any Mortgage Loan (or the related REO
      Property), as of any date of determination, a per annum rate of interest equal
      to the applicable Mortgage Rate for such Mortgage Loan as of the first day
      of
      the month preceding the month in which the related Distribution Date occurs
      minus the sum of (i) the Servicing Fee Rate and (ii) the Credit Risk Manager
      Fee
      Rate.

     

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

     

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

     

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

     

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

     

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

     

    “Advance
      Reimbursement Amounts”:  As defined in Section 3.29
      hereof.

     

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

     

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

     

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

     

    “Allocated
      Realized Loss Amount”: With respect to any Distribution Date and any Class of
      Mezzanine Certificates, the sum of (i) any Realized Losses allocated to such
      Class of Certificates on such Distribution Date and (ii) the amount of any
      Allocated Realized Loss Amounts for such Class of Certificates remaining
      undistributed from the previous Distribution Date minus any Subsequent
      Recoveries applied to that Allocated Realized Loss Amount.

     

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

     

    “Assignment
      Agreement”:  The Assignment and Recognition Agreement, dated the
      Closing Date, among the Seller, the Originator and the Depositor, pursuant
      to
      which certain of the Seller’s rights under the Master Agreement and the Guaranty
      were assigned to the Depositor, substantially in the form attached hereto as
      Exhibit C.

     

    “Attestation
      Report”: As defined in Section 3.21.

     

    “Available
      Funds”:  With respect to any Distribution Date, an amount equal to the
      excess of (i) the sum of (a) the aggregate of the related Monthly Payments
      received on the Mortgage Loans on or prior to the related Determination Date,
      (b) Net Liquidation Proceeds, Insurance Proceeds, Subsequent Recoveries,
      Principal Prepayments, proceeds from repurchases of and substitutions for such
      Mortgage Loans and other unscheduled recoveries of principal and interest in
      respect of the Mortgage Loans received during the related Prepayment Period,
      (c)
      the aggregate of any amounts received in respect of a related REO Property
      withdrawn from any REO Account and deposited in the Collection Account for
      such
      Distribution Date, (d) the aggregate of any amounts deposited in the Collection
      Account by the Servicer in respect of related Prepayment Interest Shortfalls
      for
      such Distribution Date, (e) the aggregate of any Advances made by the Servicer
      for such Distribution Date in respect of the Mortgage Loans, (f) the aggregate
      of any related advances made by the Trustee in respect of the Mortgage Loans
      for
      such Distribution Date pursuant to Section 7.02 and (g) the amount of any
      Prepayment Charges collected by the Servicer in connection with the full or
      partial prepayment of any of the Mortgage Loans and any Servicer Prepayment
      Charge Payment Amount over (ii) the sum of (a) amounts reimbursable or payable
      to the Servicer pursuant to Section 3.11(a), to the Trustee pursuant to Section
      3.11(b), to the Credit Risk Manager or to the Swap Provider (including any
      Net
      Swap Payment and Swap Termination Payment owed to the Swap Provider but
      excluding any Swap Termination Payment owed to the Swap Provider resulting
      from
      a Swap Provider Trigger Event), (b) amounts deposited in the Collection Account
      or the Distribution Account pursuant to clauses (a) through (g) above, as the
      case may be, in error, (c) the amount of any Prepayment Charges collected by
      the
      Servicer in connection with the full or partial prepayment of any of the
      Mortgage Loans and any Servicer Prepayment Charge Payment Amount and (d) any
      indemnification payments or expense reimbursements made by the Trust Fund
      pursuant to Section 6.03 or Section 8.05.

     

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

     

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

     

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

     

    “Base
      Rate”: For any Distribution Date and the Floating Rate Certificates, the sum of
      (i) LIBOR plus (ii) the related Certificate Margin.

     

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

     

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

     

    “Basis
      Risk Cap Collateral Account”:  As defined in Section
      4.12.

     

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

     

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

     

    “Book-Entry
      Certificates”:  Any of the Certificates that shall be registered in
      the name of the Depository or its nominee, the ownership of which is reflected
      on the books of the Depository or on the books of a Person maintaining an
      account with the Depository (directly, as a “Depository Participant”, or
      indirectly, as an indirect participant in accordance with the rules of the
      Depository and as described in Section 5.02 hereof).  On the Closing
      Date, the Floating Rate Certificates and the Class X 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 Maryland, the State of Florida,
      the State of New York, the State of California, the Commonwealth of
      Pennsylvania, 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.

     

    “Cap
      Account”:  The account or accounts created and maintained pursuant to
      Section 4.11.  The Cap Account must be an Eligible
      Account.

     

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

     

    “Cap
      Trust”:  As defined in the Cap Allocation Agreement.

     

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

     

    “Certificate”:  Any
      Regular Certificate or Residual Certificate.

     

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

     

    “Certificate
      Margin”:  With respect to each Class of Floating Rate Certificates and
      for purposes of the Marker Rate and the Maximum Uncertificated Accrued Interest
      Deferral Amount, the specified REMIC 3 Regular Interest, as
      follows:

     

    
      	
              
                Class

              

            	
              
                REMIC
                  3

                Regular

                Interest

              

            	
              
                Certificate
                  Margin

              

            
	
              
                (1)
                  (%)

              

            	
              
                (2)
                  (%)

              

            
	
              I-A-1

            	
              LTIA1

            	
              0.9000%

            	
              1.8000%

            
	
              II-A-1

            	
              LTIIA1

            	
              0.8000%

            	
              1.6000%

            
	
              II-A-2

            	
              LTIIA2

            	
              0.9500%

            	
              1.9000%

            
	
              II-A-3

            	
              LTIIA3

            	
              1.3000%

            	
              2.6000%

            
	
              M-1

            	
              LTM1

            	
              1.6500%

            	
              2.4750%

            
	
              M-1B

            	
              LTM1B

            	
              2.5000%

            	
              3.7500%

            
	
              M-2

            	
              LTM2

            	
              2.1500%

            	
              3.2250%

            
	
              M-2B

            	
              LTM2B

            	
              2.5000%

            	
              3.7500%

            
	
              M-3

            	
              LTM3

            	
              2.8000%

            	
              4.2000%

            
	
              M-4

            	
              LTM4

            	
              2.5000%

            	
              3.7500%

            
	
              M-5

            	
              LTM5

            	
              2.5000%

            	
              3.7500%

            
	
              M-6

            	
              LTM6

            	
              2.5000%

            	
              3.7500%

            
	
              M-7

            	
              LTM7

            	
              2.5000%

            	
              3.7500%

            
	
              M-8

            	
              LTM8

            	
              2.5000%

            	
              3.7500%

            
	
              M-9

            	
              LTM9

            	
              2.5000%

            	
              3.7500%

            


    

    __________

    
      	
               

            	
              (1)

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

            


    

    
      	
               

            	
              (2)

            	
              For
                each other Accrual Period.

            


    

    


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

     

    “Certificate
      Principal Balance”: With respect to any Class of Regular Certificates (other
      than the Class C Certificates) immediately prior to any Distribution Date,
      will
      be equal to the Initial Certificate Principal Balance thereof plus any
      Subsequent Recoveries added to the Certificate Principal Balance of such
      Certificate pursuant to Section 4.01, reduced by the sum of all amounts actually
      distributed in respect of principal of such Class and, in the case of a
      Mezzanine Certificate, Realized Losses allocated thereto on all prior
      Distribution Dates. With respect to the Class C Certificates as of any date
      of
      determination, an amount equal to the excess, if any, of (A) the then aggregate
      Uncertificated Principal Balance of the REMIC 4 Regular Interests over (B)
      the
      then aggregate Certificate Principal Balance of the Floating Rate Certificates
      and the Class P Certificates then outstanding.

     

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

     

    “Certification
      Parties”: As defined in Section 4.05.

    


    “Certifying
      Person”: As defined in Section 4.05.

    


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

     

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

     

    “Class
      C
      Certificates”: Any one of the Class C Certificates executed by the Trustee, and
      authenticated and delivered by the Certificate Registrar, substantially in
      the
      form annexed hereto as Exhibit A-19, representing (i) a Regular Interest in
      REMIC 6, (ii) the obligation to pay Net WAC Rate Carryover Amounts and Swap
      Termination Payments and (iii) the right to receive the Class IO Distribution
      Amount.

     

    “Class
      C
      Interest”: An uncertificated interest in the Trust Fund held by the Trustee on
      behalf of the Holders of the Class C Certificates, evidencing a REMIC Regular
      Interest in REMIC 5.

     

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

     

     “Class
      II-A-1 Certificate”: Any one of the Class II-A-1 Certificates executed by the
      Trustee, and authenticated and delivered by the Certificate Registrar,
      substantially in the form annexed hereto as Exhibit A-2, representing (i) a
      Regular Interest in REMIC 5, (ii) the right to receive the Net WAC Rate
      Carryover Amount and (iii) the obligation to pay the Class IO Distribution
      Amount.

     

    “Class
      II-A-2 Certificate”: Any one of the Class II-A-2 Certificates executed by the
      Trustee, and authenticated and delivered by the Certificate Registrar,
      substantially in the form annexed hereto as Exhibit A-3, representing (i) a
      Regular Interest in REMIC 5, (ii) the right to receive the Net WAC Rate
      Carryover Amount and (iii) the obligation to pay the Class IO Distribution
      Amount.

     

    “Class
      II-A-3 Certificate”: Any one of the Class II-A-3 Certificates executed by the
      Trustee, and authenticated and delivered by the Certificate Registrar,
      substantially in the form annexed hereto as Exhibit A-4, representing (i) a
      Regular Interest in REMIC 5, (ii) the right to receive the Net WAC Rate
      Carryover Amount and (iii) the obligation to pay the Class IO Distribution
      Amount.

     

    “Class
      M-1 Certificate”: Any one of the Class M-1 Certificates executed by the Trustee,
      and authenticated and delivered by the Certificate Registrar, substantially
      in
      the form annexed hereto as Exhibit A-8, representing (i) a Regular Interest
      in
      REMIC 5, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
      the obligation to pay the Class IO Distribution Amount.

     

    “Class
      M-1B Certificate”: Any one of the Class M-1B Certificates executed by the
      Trustee, and authenticated and delivered by the Certificate Registrar,
      substantially in the form annexed hereto as Exhibit A-9, representing (i) a
      Regular Interest in REMIC 5, (ii) the right to receive the Net WAC Rate
      Carryover Amount and (iii) the obligation to pay the Class IO Distribution
      Amount.

     

    “Class
      M-1 Principal Distribution Amount: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Class A Certificates (after
      taking into account the distribution of the Senior Principal Distribution Amount
      on such Distribution Date) and (ii) the aggregate Certificate Principal Balance
      of the Class M-1 Certificates and Class M-1B Certificates immediately prior
      to
      such Distribution Date over (y) the lesser of (A) the product of (i) 52.70%
      and
      (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the
      last
      day of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) minus the Overcollateralization Floor.

     

    “Class
      M-2 Certificate”: Any one of the Class M-2 Certificates executed by the Trustee,
      and authenticated and delivered by the Certificate Registrar, substantially
      in
      the form annexed hereto as Exhibit A-10, representing (i) a Regular Interest
      in
      REMIC 5, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
      the obligation to pay the Class IO Distribution Amount.

     

    “Class
      M-2B Certificate”: Any one of the Class M-2B Certificates executed by the
      Trustee, and authenticated and delivered by the Certificate Registrar,
      substantially in the form annexed hereto as Exhibit A-11, representing (i)
      a
      Regular Interest in REMIC 5, (ii) the right to receive the Net WAC Rate
      Carryover Amount and (iii) the obligation to pay the Class IO Distribution
      Amount.

     

    “Class
      M-2 Principal Distribution Amount: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Class A Certificates (after
      taking into account the distribution of the Senior Principal Distribution Amount
      on such Distribution Date), (ii) the aggregate Certificate Principal Balance
      of
      the Class M-1 Certificates and Class M-1B Certificates (after taking into
      account the distribution of the Class M-1 Principal Distribution Amount on
      such
      Distribution Date) and (iii) the aggregate Certificate Principal Balance of
      the
      Class M-2 Certificates and Class M-2B Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) 57.70% and
      (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) minus the Overcollateralization Floor.

     

    “Class
      M-3 Certificate”: Any one of the Class M-3 Certificates executed by the Trustee,
      and authenticated and delivered by the Certificate Registrar, substantially
      in
      the form annexed hereto as Exhibit A-12, representing (i) a Regular Interest
      in
      REMIC 5, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
      the obligation to pay the Class IO Distribution Amount.

     

    “Class
      M-3 Principal Distribution Amount: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Class A Certificates (after
      taking into account the distribution of the Senior Principal Distribution Amount
      on such Distribution Date), (ii) the aggregate Certificate Principal Balance
      of
      the Class M-1 Certificates and Class M-1B Certificates (after taking into
      account the distribution of the Class M-1 Principal Distribution Amount on
      such
      Distribution Date), (iii) the aggregate Certificate Principal Balance of the
      Class M-2 Certificates and Class M-2B Certificates (after taking into account
      the distribution of the Class M-2 Principal Distribution Amount on such
      Distribution Date) and (iv) the Certificate Principal Balance of the Class
      M-3
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) 66.70% and (ii) the aggregate Stated Principal Balance
      of
      the Mortgage Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced, and unscheduled collections of principal
      received during the related Prepayment Period) and (B) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced, and unscheduled
      collections of principal received during the related Prepayment Period) minus
      the Overcollateralization Floor.

     

    “Class
      M-4 Certificate”: Any one of the Class M-4 Certificates executed by the Trustee,
      and authenticated and delivered by the Certificate Registrar, substantially
      in
      the form annexed hereto as Exhibit A-13, representing (i) a Regular Interest
      in
      REMIC 5, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
      the obligation to pay the Class IO Distribution Amount.

     

    “Class
      M-4 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Class A Certificates (after
      taking into account the distribution of the Senior Principal Distribution Amount
      on such Distribution Date), (ii) the aggregate Certificate Principal Balance
      of
      the Class M-1 Certificates and Class M-1B Certificates (after taking into
      account the distribution of the Class M-1 Principal Distribution Amount on
      such
      Distribution Date), (iii) the aggregate Certificate Principal Balance of the
      Class M-2 Certificates and Class M-2B Certificates (after taking into account
      the distribution of the Class M-2 Principal Distribution Amount on such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates (after taking into account the distribution of the Class M-3
      Principal Distribution Amount on such Distribution Date) and (v) the Certificate
      Principal Balance of the Class M-4 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) 70.80% and
      (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) minus the Overcollateralization Floor.

     

    “Class
      M-5 Certificate”: Any one of the Class M-5 Certificates executed by the Trustee,
      and authenticated and delivered by the Certificate Registrar, substantially
      in
      the form annexed hereto as Exhibit A-14, representing (i) a Regular Interest
      in
      REMIC 5, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
      the obligation to pay the Class IO Distribution Amount.

     

    “Class
      M-5 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Class A Certificates (after
      taking into account the distribution of the Senior Principal Distribution Amount
      on such Distribution Date), (ii) the aggregate Certificate Principal Balance
      of
      the Class M-1 Certificates and Class M-1B Certificates (after taking into
      account the distribution of the Class M-1 Principal Distribution Amount on
      such
      Distribution Date), (iii) the aggregate Certificate Principal Balance of the
      Class M-2 Certificates and Class M-2B Certificates (after taking into account
      the distribution of the Class M-2 Principal Distribution Amount on such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates (after taking into account the distribution of the Class M-3
      Principal Distribution Amount on such Distribution Date), (v) the Certificate
      Principal Balance of the Class M-4 Certificates (after taking into account
      the
      distribution of the Class M-4 Principal Distribution Amount on such Distribution
      Date) and (vi) the Certificate Principal Balance of the Class M-5 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) 74.80% and (ii) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) and (B) the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced, and unscheduled collections
      of
      principal received during the related Prepayment Period) minus the
      Overcollateralization Floor.

     

    “Class
      M-6 Certificate”: Any one of the Class M-6 Certificates executed by the Trustee,
      and authenticated and delivered by the Certificate Registrar, substantially
      in
      the form annexed hereto as Exhibit A-15, representing (i) a Regular Interest
      in
      REMIC 5, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
      the obligation to pay the Class IO Distribution Amount.

     

    “Class
      M-6 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Class A Certificates (after
      taking into account the distribution of the Class A Principal Distribution
      Amount on such Distribution Date), (ii) the aggregate Certificate Principal
      Balance of the Class M-1 Certificates and Class M-1B Certificates (after taking
      into account the distribution of the Class M-1 Principal Distribution Amount
      on
      such Distribution Date), (iii) the aggregate Certificate Principal Balance
      of
      the Class M-2 Certificates and Class M-2B Certificates (after taking into
      account the distribution of the Class M-2 Principal Distribution Amount on
      such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates (after taking into account the distribution of the Class M-3
      Principal Distribution Amount on such Distribution Date), (v) the Certificate
      Principal Balance of the Class M-4 Certificates (after taking into account
      the
      distribution of the Class M-4 Principal Distribution Amount on such Distribution
      Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
      (after taking into account the distribution of the Class M-5 Principal
      Distribution Amount on such Distribution Date) and (vii) the Certificate
      Principal Balance of the Class M-6 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) 77.70% and
      (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) minus the Overcollateralization Floor.

     

    “Class
      M-7 Certificate”: Any one of the Class M-7 Certificates executed by the Trustee,
      and authenticated and delivered by the Certificate Registrar, substantially
      in
      the form annexed hereto as Exhibit A-16, representing (i) a Regular Interest
      in
      REMIC 5, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
      the obligation to pay the Class IO Distribution Amount.

     

    “Class
      M-7 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Class A Certificates (after
      taking into account the distribution of the Senior Principal Distribution Amount
      on such Distribution Date), (ii) the aggregate Certificate Principal Balance
      of
      the Class M-1 Certificates and Class M-1B Certificates (after taking into
      account the distribution of the Class M-1 Principal Distribution Amount on
      such
      Distribution Date), (iii) the aggregate Certificate Principal Balance of the
      Class M-2 Certificates and Class M-2B Certificates (after taking into account
      the distribution of the Class M-2 Principal Distribution Amount on such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates (after taking into account the distribution of the Class M-3
      Principal Distribution Amount on such Distribution Date), (v) the Certificate
      Principal Balance of the Class M-4 Certificates (after taking into account
      the
      distribution of the Class M-4 Principal Distribution Amount on such Distribution
      Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
      (after taking into account the distribution of the Class M-5 Principal
      Distribution Amount on such Distribution Date), (vii) the Certificate Principal
      Balance of the Class M-6 Certificates (after taking into account the
      distribution of the Class M-6 Principal Distribution Amount on such Distribution
      Date) and (viii) the Certificate Principal Balance of the Class M-7 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) 80.10% and (ii) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) and (B) the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced, and unscheduled collections
      of
      principal received during the related Prepayment Period) minus the
      Overcollateralization Floor.

     

    “Class
      M-8 Certificate”: Any one of the Class M-8 Certificates executed by the Trustee,
      and authenticated and delivered by the Certificate Registrar, substantially
      in
      the form annexed hereto as Exhibit A-17, representing (i) a Regular Interest
      in
      REMIC 5, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
      the obligation to pay the Class IO Distribution Amount.

     

    “Class
      M-8 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      aggregate Certificate Principal Balance of the Class A Certificates (after
      taking into account the distribution of the Senior Principal Distribution Amount
      on such Distribution Date), (ii) the aggregate Certificate Principal Balance
      of
      the Class M-1 Certificates and Class M-1B Certificates (after taking into
      account the distribution of the Class M-1 Principal Distribution Amount on
      such
      Distribution Date), (iii) the aggregate Certificate Principal Balance of the
      Class M-2 Certificates and Class M-2B Certificates (after taking into account
      the distribution of the Class M-2 Principal Distribution Amount on such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates (after taking into account the distribution of the Class M-3
      Principal Distribution Amount on such Distribution Date), (v) the Certificate
      Principal Balance of the Class M-4 Certificates (after taking into account
      the
      distribution of the Class M-4 Principal Distribution Amount on such Distribution
      Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
      (after taking into account the distribution of the Class M-5 Principal
      Distribution Amount on such Distribution Date), (vii) the Certificate Principal
      Balance of the Class M-6 Certificates (after taking into account the
      distribution of the Class M-6 Principal Distribution Amount on such Distribution
      Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
      (after taking into account the distribution of the Class M-7 Principal
      Distribution Amount on such Distribution Date) and (ix) the Certificate
      Principal Balance of the Class M-8 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) 82.30% and
      (ii)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) minus the Overcollateralization Floor.

     

    “Class
      M-9 Certificate”: Any one of the Class M-9 Certificates executed by the Trustee,
      and authenticated and delivered by the Certificate Registrar, substantially
      in
      the form annexed hereto as Exhibit A-18, representing (i) a Regular Interest
      in
      REMIC 5, (ii) the right to receive the Net WAC Rate Carryover Amount and (iii)
      the obligation to pay the Class IO Distribution Amount.

     

    “Class
      M-9 Principal Distribution Amount”: The excess of (x) the sum of (i) the
      Certificate Principal Balance of the Class A Certificates (after taking into
      account the distribution of the Senior Principal Distribution Amount on such
      Distribution Date), (ii) the aggregate Certificate Principal Balance of the
      Class M-1 Certificates and Class M-1B Certificates (after taking into account
      the distribution of the Class M-1 Principal Distribution Amount on such
      Distribution Date), (iii) the aggregate Certificate Principal Balance of the
      Class M-2 Certificates and Class M-2B Certificates (after taking into account
      the distribution of the Class M-2 Principal Distribution Amount on such
      Distribution Date), (iv) the Certificate Principal Balance of the Class M-3
      Certificates (after taking into account the distribution of the Class M-3
      Principal Distribution Amount on such Distribution Date), (v) the Certificate
      Principal Balance of the Class M-4 Certificates (after taking into account
      the
      distribution of the Class M-4 Principal Distribution Amount on such Distribution
      Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
      (after taking into account the distribution of the Class M-5 Principal
      Distribution Amount on such Distribution Date), (vii) the Certificate Principal
      Balance of the Class M-6 Certificates (after taking into account the
      distribution of the Class M-6 Principal Distribution Amount on such Distribution
      Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
      (after taking into account the distribution of the Class M-7 Principal
      Distribution Amount on such Distribution Date), (ix) the Certificate Principal
      Balance of the Class M-8 Certificates (after taking into account the
      distribution of the Class M-8 Principal Distribution Amount on such Distribution
      Date) and (x) the Certificate Principal Balance of the Class M-9 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) 85.30% and (ii) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced, and unscheduled collections of principal received
      during the related Prepayment Period) and (B) the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced, and unscheduled collections
      of
      principal received during the related Prepayment Period) minus the
      Overcollateralization Floor.

     

    “Class
      P
      Certificate”: Any one of the Class P Certificates executed by the Trustee, and
      authenticated and delivered by the Certificate Registrar, substantially in
      the
      form annexed hereto as Exhibit A-20, representing a Regular Interest in REMIC
      7.

     

    “Class
      P
      Interest”: An uncertificated interest in the Trust Fund held by the Trustee on
      behalf of the Holders of the Class P Certificates, evidencing a Regular Interest
      in REMIC 5 for purposes of the REMIC Provisions.

     

    “Class
      R
      Certificate”: The Class R Certificate executed by the Trustee, and authenticated
      and delivered by the Certificate Registrar, substantially in the form annexed
      hereto as Exhibit A-21 and evidencing the ownership of the Class R-1 Interest,
      the Class R-2 Interest, the Class R-3 Interest, the Class R-4 Interest and
      the
      Class R-5 Interest.

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Class
      R-7 Interest”:  The uncertificated Residual Interest in REMIC
      7.

     

    “Class
      R-8 Interest”:  The uncertificated Residual Interest in REMIC
      8.

     

    “Class
      R-X Certificate”: The Class R-X Certificate executed by the Trustee, and
      authenticated and delivered by the Certificate Registrar, substantially in
      the
      form annexed hereto as Exhibit A-22 and evidencing the ownership of the Class
      R-6 Interest, the Class R-7 Interest and the Class R-8 Interest.

     

    “Class
      X
      Certificates”: Any one of the Class X-1 Certificates, Class X-2 Certificates or
      Class X-3 Certificates.

     

    “Class
      X-1 Certificate”:  Any
      one of the Class X-1 Certificates executed by the Trustee, and authenticated
      and
      delivered by the Certificate Registrar, substantially in the form annexed hereto
      as Exhibit A-5, representing a Regular Interest in REMIC 5.

     

    “Class
      X-2 Certificate”:  Any
      one of the Class X-2 Certificates executed by the Trustee, and authenticated
      and
      delivered by the Certificate Registrar, substantially in the form annexed hereto
      as Exhibit A-6, representing ownership of the Class X-2
      Components.

     

    “Class
      X-2 Components”:  Any
      of the following components, each of which represents an uncertificated Regular
      Interest in REMIC 5:

     

    
      	
              
                Class
                  X-2 Component

              

            	
              
                Corresponding
                  Certificates

              

            
	
              Class
                II-A-1 Component

            	
              Class
                II-A-1 Certificates

            
	
              Class
                II-A-2 Component

            	
              Class
                II-A-2 Certificates

            
	
              Class
                II-A-3 Component

            	
              Class
                II-A-3 Certificates

            


    

    


    “Class
      X-3 Certificate”:  Any one of the
      Class X-3
      Certificates executed by the Trustee,
      and authenticated and delivered by the Certificate Registrar, substantially
      in
      the form annexed hereto as Exhibit A-7,
      representing ownership of the
      Class
      X-3
      Components.

     

    “Class
      X-3 Components”:  Any of the
      following components, each of which represents an uncertificated Regular
      Interest in REMIC 5:

     

    
      	
              
                Class
                  X-3 Component

              

            	
              
                Corresponding
                  Certificates

              

            
	
              Class
                M-1 Component

            	
              Class
                M-1 Certificates

            
	
              Class
                M-2 Component

            	
              Class
                M-2 Certificates

            


    

    


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

     

    “Closing
      Date”: October 30, 2007.

     

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

     

    “Collection
      Account”: The account or accounts created and maintained by the Servicer
      pursuant to Section 3.10(a), which shall be titled “Option One Mortgage
      Corporation, as Servicer for Wells Fargo Bank, N.A., as Trustee, in trust for
      registered Holders of Soundview Home Loan Trust 2007-OPT5, Asset-Backed
      Certificates, Series 2007-OPT5,” which must be an Eligible Account.

     

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

     

    “Corporate
      Trust Office”:  The principal corporate trust office of the Trustee at
      which at any particular time its corporate trust business in connection with
      this Agreement shall be administered, which office at the date of the execution
      of this instrument is located at Sixth Street and Marquette Avenue, Minneapolis,
      Minnesota 55479-0113, Attention: Corporate Trust Services - Soundview Home
      Loan
      Series 2007-OPT5, or at such other address as the Trustee may designate from
      time to time by notice to the Certificateholders, the Depositor, the Servicer
      and the Originator.

     

    “Corresponding
      Certificate”, “Corresponding REMIC 2 Regular Interest”, “Corresponding REMIC 3
      Regular Interest”, “Corresponding REMIC 4 Regular Interest” or “Corresponding
      REMIC 5 Regular Interest”: With respect to each REMIC 2 Regular Interest, REMIC
      3 Regular Interest, REMIC 4 Regular Interest or REMIC 5 Regular Interest set
      forth below, the corresponding Regular Certificate set forth in the table
      below:

     

     

      
        	
                REMIC
                  2 Regular Interest

              	
                REMIC
                  3 Regular Interest

              	
                REMIC
                  4 Regular Interest

              	
                REMIC
                  5 Regular Interest

              	
                Regular
                  Certificate

              
	
                LTIA1

              	
                LTIA1

              	
                I-A-1

              	
                Class
                  I-A-1

              	
                Class
                  I-A-1

              
	
                LTIIA1

              	
                LTIIA1

              	
                II-A-1

              	
                Class
                  II-A-1

              	
                Class
                  II-A-1

              
	
                LTIIA2

              	
                LTIIA2

              	
                II-A-2

              	
                Class
                  II-A-2

              	
                Class
                  II-A-2

              
	
                LTIIA3

              	
                LTIIA3

              	
                II-A-3

              	
                Class
                  II-A-3

              	
                Class
                  II-A-3

              
	
                LTM1

              	
                LTM1

              	
                M-1

              	
                Class
                  M-1

              	
                Class
                  M-1

              
	
                LTM1B

              	
                LTM1B

              	
                M-1B

              	
                Class
                  M-1B

              	
                Class
                  M-1B

              
	
                LTM2

              	
                LTM2

              	
                M-2

              	
                Class
                  M-2

              	
                Class
                  M-2

              
	
                LTM2B

              	
                LTM2B

              	
                M-2B

              	
                Class
                  M-2B

              	
                Class
                  M-2B

              
	
                LTM3

              	
                LTM3

              	
                M-3

              	
                Class
                  M-3

              	
                Class
                  M-3

              
	
                LTM4

              	
                LTM4

              	
                M-4

              	
                Class
                  M-4

              	
                Class
                  M-4

              
	
                LTM5

              	
                LTM5

              	
                M-5

              	
                Class
                  M-5

              	
                Class
                  M-5

              
	
                LTM6

              	
                LTM6

              	
                M-6

              	
                Class
                  M-6

              	
                Class
                  M-6

              
	
                LTM7

              	
                LTM7

              	
                M-7

              	
                Class
                  M-7

              	
                Class
                  M-7

              
	
                LTM8

              	
                LTM8

              	
                M-8

              	
                Class
                  M-8

              	
                Class
                  M-8

              
	
                LTM9

              	
                LTM9

              	
                M-9

              	
                Class
                  M-9

              	
                Class
                  M-9

              
	
                LTP

              	
                LTP

              	
                P

              	
                Class
                  P Interest

              	
                Class
                  P

              
	 	
                LTC

              	
                C

              	
                Class
                  C Interest

              	
                Class
                  C

              


      

    

    


     

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

     

    “Credit
      Risk Management Agreement”: The  agreement between the Credit Risk
      Manager and the Servicer regarding the loss mitigation and advisory services
      to
      be provided by the Credit Risk Manager.

     

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

     

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

     

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

     

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

     

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

     

    “Cut-off
      Date”: With respect to each Mortgage Loan, October 1, 2007.  With
      respect to all Qualified Substitute Mortgage Loans, their respective dates
      of
      substitution.

     

    “Cut-off
      Date Principal Balance”:  With respect to any Mortgage Loan, the
      unpaid Stated Principal Balance thereof as of the Cut-off Date of such Mortgage
      Loan (or as of the applicable date of substitution with respect to a Qualified
      Substitute Mortgage Loan), after giving effect to scheduled payments due on
      or
      before the Cut-off Date, whether or not received.

     

    “DBRS”:  Dominion
      Bond Rating Service, Inc. or its successor in interest.

     

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

     

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

     

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

     

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

     

    “Delinquency
      Percentage”:  For any Distribution Date, the percentage obtained by
      dividing (x) the aggregate Stated Principal Balance of the sum of (i) Mortgage
      Loans Delinquent 60 days or more (including Mortgage Loans that are REO
      Properties, in foreclosure or in bankruptcy and that are also Delinquent 60
      days
      or more), (ii) Mortgage Loans which are the subject of modification within
      the
      previous twelve months prior to such Distribution Date, but not prior to the
      Closing Date, (iii) Mortgage Loans which have been repurchased since the Closing
      Date and (iv) any Qualified Substitute Mortgage Loan included in the Trust
      Fund
      in the previous twelve months by (y) the aggregate Stated Principal Balance
      of
      the Mortgage Loans, in each case, as of the last day of the previous calendar
      month, except in the case of liquidated Mortgage Loans, which shall be as of
      the
      last day of the related Prepayment Period.

     

    “Delinquency
      Servicer Termination Trigger”: A Delinquency Servicer Termination Trigger will
      have occurred with respect to the Certificates on a Distribution Date if the
      Three Month Rolling Delinquency Percentage for the Mortgage Loans exceeds
      30.00%.

     

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

     

    “Depositor”:
      Financial Asset Securities Corp., a Delaware corporation, or any successor
      in
      interest.

     

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

     

    “Depository
      Institution”: Any depository institution or trust company, including the
      Trustee, that (a) is incorporated under the laws of the United States of America
      or any State thereof, (b) is subject to supervision and examination by federal
      or state banking authorities and (c) has, or is a subsidiary of a holding
      company that has, an outstanding unsecured commercial paper or other short-term
      unsecured debt obligations that are rated in the highest rating category (P-1
      by
      Moody’s, A-1 by S&P, F-1 by Fitch or R-1(high) by DBRS) by the Rating
      Agencies (or a comparable rating if S&P, Moody’s, Fitch or DBRS are not the
      Rating Agencies).

     

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

     

    “Determination
      Date”: With respect to any Distribution Date, the 15th day of
      the
      calendar month in which such Distribution Date occurs or, if such 15th day is
      not a
      Business Day, the Business Day immediately preceding such 15th day.

     

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

     

    “Disqualified
      Organization”: A “disqualified organization” under Section 860E of the Code,
      which as of the Closing Date is any of: (i) the United States, any state or
      political subdivision thereof, any foreign government, any international
      organization, or any agency or instrumentality of any of the foregoing, (ii)
      any
      organization (other than a cooperative described in Section 521 of the Code)
      which is exempt from the tax imposed by Chapter 1 of the Code unless such
      organization is subject to the tax imposed by Section 511 of the Code, (iii)
      any
      organization described in Section 1381(a)(2)(C) of the Code or (iv) an “electing
      large partnership” within the meaning of Section 775 of the Code. A corporation
      will not be treated as an instrumentality of the United States or of any state
      or political subdivision thereof, if all of its activities are subject to tax
      and, a majority of its board of directors is not selected by a governmental
      unit. The term “United States”, “state” and “international organizations” shall
      have the meanings set forth in Section 7701 of the Code.

     

    “Distribution
      Account”: The trust account or accounts created and maintained by the Trustee
      pursuant to Section 3.10(b) which shall be titled “Distribution Account, Wells
      Fargo Bank, N.A., as Trustee, in trust for the registered Certificateholders
      of
      Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series
      2007-OPT5” and which must be an Eligible Account.

     

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

     

    “Due
      Date”: With respect to each Mortgage Loan and any Distribution Date, the first
      day of the calendar month in which such Distribution Date occurs on which the
      Monthly Payment for such Mortgage Loan was due (or, in the case of any Mortgage
      Loan under the terms of which the Monthly Payment for such Mortgage Loan was
      due
      on a day other than the first day of the calendar month in which such
      Distribution Date occurs, the day during the related Due Period on which such
      Monthly Payment was due), exclusive of any days of grace.

     

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

     

    “Eligible
      Account”:  Any of (i) an account or accounts maintained with a
      Depository Institution; provided, that following a downgrade, withdrawal, or
      suspension of any such Depository Institution’s rating below A-2 by S&P,
      such account shall promptly (and in any case within not more than 30 calendar
      days) be moved to one or more segregated trust accounts in the trust department
      of such institution, or to an account at another institution that complies
      with
      the above requirements, (ii) a trust account or accounts maintained with the
      corporate trust department of a federal or state chartered depository
      institution or trust company acting in its fiduciary capacity or (iii) an
      account otherwise acceptable to each Rating Agency without reduction or
      withdrawal of their then current ratings of the Certificates as evidenced by
      a
      letter from each Rating Agency to the Trustee.  Eligible Accounts may
      bear interest.  Notwithstanding Section 11.01, this Agreement may be
      amended to reduce the rating requirements in clause (i) above, without the
      consent of any of the Certificateholders, provided that the Person requesting
      such amendment obtains a letter from each Rating Agency stating that such
      amendment would not result in the downgrading or withdrawal of the respective
      ratings then assigned to the Certificates.

     

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

     

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

     

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

     

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

     

    “Excess
      Overcollateralized Amount”: With respect to the Floating Rate Certificates and
      any Distribution Date, the excess, if any, of the sum of (i) the
      Overcollateralized Amount for such Distribution Date, assuming that 100% of
      the
      Principal Remittance Amount is applied as a principal payment on such
      Distribution Date and (ii) any amounts received under the Interest Rate Swap
      Agreement or the Interest Rate Cap Agreement for such purpose over (iii) the
      Overcollateralization Target Amount for such Distribution Date.

     

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

     

    “Extra
      Principal Distribution Amount”: With respect to any Distribution Date, the
      lesser of (x) the sum of (A) the Monthly Interest Distributable Amount
      distributable on the Class C Certificates on such Distribution Date as reduced
      by Realized Losses allocated thereto with respect to such Distribution Date
      pursuant to Section 4.08 and (B) any amounts payable from amounts received
      under
      the Interest Rate Swap Agreement and the Interest Rate Cap Agreement pursuant
      to
      Section 4.01(f)(iii) and Section 4.01(g)(iii), respectively, and (y) the
      Overcollateralization Deficiency Amount for such Distribution Date.

     

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

     

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

     

    “Final
      Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
      Property (other than a Mortgage Loan or REO Property purchased by the
      Originator, the Seller or the Servicer pursuant to or as contemplated by Section
      2.03, Section 3.16(c) or Section 10.01), a determination made by the Servicer
      that all Insurance Proceeds, Liquidation Proceeds and other payments or
      recoveries which the Servicer, in its reasonable good faith judgment, expects
      to
      be finally recoverable in respect thereof have been so recovered. The Servicer
      shall maintain records, prepared by a Servicing Officer, of each Final Recovery
      Determination made thereby.

     

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

     

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

     

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

     

    “Floating
      Rate Certificates”: The Class A Certificates and the Mezzanine
      Certificates.

     

    “Floating
      Swap Payment”:  With respect to any Distribution Date, an amount equal
      to the product of (i) Swap LIBOR, (ii) the related Notional Amount (as defined
      in the Interest Rate Swap Agreement), (iii) 250 and (iv) a fraction, the
      numerator of which is the actual number of days elapsed from and including
      the
      previous Floating Rate Payer Period End Date (as defined in the Interest Rate
      Swap Agreement) to but excluding the current Floating Rate Payer Period End
      Date
      (or, for the first Distribution Date, the actual number of days elapsed from
      the
      Closing Date to but excluding the first Floating Rate Payer Period End Date),
      and the denominator of which is 360.

     

    “Form
      8-K
      Disclosure Information”: The meaning set forth in 4.05(c)(i)

     

    “Formula
      Rate”:  For any Distribution Date and any Class of the Floating Rate
      Certificates, the lesser of (i) the related Base Rate and (ii) the related
      Maximum Cap Rate.

     

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

     

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

     

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

     

    “Group
      I
      Basic Principal Distribution Amount”: With respect to any Distribution Date, the
      excess of (i) the Group I Principal Remittance Amount for such Distribution
      Date
      over (ii)(a) the Overcollateralization Release Amount, if any, for such
      Distribution Date multiplied by (b) the Group I Allocation
      Percentage.

     

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

     

    “Group
      I
      Class X-3 Percentage”:  With respect to any Distribution Date, the
      percentage equivalent of a fraction equal to (i) the Group I Interest Remittance
      Amount for such Distribution Date, over (ii) the Interest Remittance Amount
      for
      such Distribution Date.

     

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

     

    “Group
      I
      Mortgage Loan”: A Mortgage Loan assigned to Loan Group I with a Stated Principal
      Balance at origination that conforms to Fannie Mae and Freddie Mac loan
      limits.  The aggregate Stated Principal Balance of the Group I
      Mortgage Loans as of the Cut-off Date is equal to $742,159,007.57.

     

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

     

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

     

    “Group
      I
      Senior Principal Distribution Amount”:  The excess of (x) the
      Certificate Principal Balance of the Group I Certificates immediately prior
      to
      such Distribution Date over (y) the lesser of (A) the product of (i) 46.20%
      and
      (ii) the aggregate Stated Principal Balance of the Group I Mortgage Loans as
      of
      the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) and (B) the aggregate Stated Principal Balance of
      the
      Group I Mortgage Loans as of the last day of the related Due Period (after
      giving effect to scheduled payments of principal due during the related Due
      Period, to the extent received or advanced, and unscheduled collections of
      principal received during the related Prepayment Period) minus the related
      Overcollateralization Floor.

     

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

     

    “Group
      II
      Basic Principal Distribution Amount”:  With respect to any
      Distribution Date, the excess of (i) the Group II Principal Remittance Amount
      for such Distribution Date over (ii)(a) the Overcollateralization Release
      Amount, if any, for such Distribution Date multiplied by (b) the Group II
      Allocation Percentage.

     

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

     

    “Group
      II
      Class X-3 Percentage”:  With respect to any Distribution Date, the
      percentage equivalent of a fraction equal to (i) the Group II Interest
      Remittance Amount for such Distribution Date, over (ii) the Interest Remittance
      Amount for such Distribution Date.

     

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

     

    “Group
      II
      Mortgage Loan”: A Mortgage Loan assigned to Loan Group II with a Stated
      Principal Balance at origination that may or may not conform to Fannie Mae
      and
      Freddie Mac loan limits.  The aggregate Stated Principal Balance of
      the Group II Mortgage Loans as of the Cut-off Date is equal to
      $283,417,916.53.

     

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

     

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

     

    “Group
      II
      Senior Principal Distribution Amount”: The excess of (x) the aggregate
      Certificate Principal Balance of the Group II Certificates immediately prior
      to
      such Distribution Date over (y) the lesser of (A) the product of (i) 46.20%
      and
      (ii) the aggregate Stated Principal Balance of the Group II Mortgage Loans
      as of
      the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, and unscheduled collections of principal received during the
      related Prepayment Period) and (B) the aggregate Stated Principal Balance of
      the
      Group II Mortgage Loans as of the last day of the related Due Period (after
      giving effect to scheduled payments of principal due during the related Due
      Period, to the extent received or advanced, and unscheduled collections of
      principal received during the related Prepayment Period) minus the related
      Overcollateralization Floor.

     

    “Guaranty”:  The  Guaranty
      Agreement, dated as of September 13, 2007, between H&R Block, Inc. as
      guarantor and Greenwich Capital Financial Products, Inc. as buyer as assigned
      to
      the Depositor pursuant to the Assignment Agreement.

     

    “Highest
      Priority”:  As of any date of determination, the Class of Mezzanine
      Certificates then outstanding with a Certificate Principal Balance greater
      than
      zero, with the highest priority for payments pursuant to Section 4.01, in the
      following order of decreasing priority: Class M-1 and Class M-1B (on a pro
      rata basis based on the entitlement of each such class), Class M-2 and
      Class M-2B (on a pro rata basis based on the entitlement of each such
      class), Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and
      Class M-9 Certificates.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Interest
      Rate Cap Collateral Account”:  As defined in Section
      4.12.

     

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

     

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

     

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

     

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

     

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

     

    “LIBOR”:
      With respect to each Accrual Period, the rate determined by the Trustee on
      the
      related Interest Determination Date on the basis of the London interbank offered
      rate for one-month United States dollar deposits, as such rate appears on the
      Reuters Screen LIBOR01 Page, as of 11:00 a.m. (London time) on such Interest
      Determination Date. If such rate does not appear on Reuters Screen LIBOR01
      Page,
      the rate for such Interest Determination Date will be determined on the basis
      of
      the offered rates of the Reference Banks for one-month United States dollar
      deposits, as of 11:00 a.m. (London time) on such Interest Determination Date.
      The Trustee will request the principal London office of each of the Reference
      Banks to provide a quotation of its rate. On such Interest Determination Date,
      LIBOR for the related Accrual Period will be established by the Trustee as
      follows:

     

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

     

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

     

    “LIBOR
      Business Day”: Any day on which banks in London, England and The City of New
      York are open and conducting transactions in foreign currency and
      exchange.

     

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

     

    “Liquidation
      Event”: With respect to any Mortgage Loan, any of the following events: (i) such
      Mortgage Loan is paid in full, (ii) a Final Recovery Determination is made
      as to
      such Mortgage Loan or (iii) such Mortgage Loan is removed from the Trust Fund
      by
      reason of its being purchased, sold or replaced pursuant to or as contemplated
      by Section 2.03, Section 3.16(c) or Section 10.01. With respect to any REO
      Property, either of the following events: (i) a Final Recovery Determination
      is
      made as to such REO Property or (ii) such REO Property is removed from the
      Trust
      Fund by reason of its being sold or purchased pursuant to Section 3.23 or
      Section 10.01.

     

    “Liquidation
      Proceeds”: The amount (other than amounts received in respect of the rental of
      any REO Property prior to REO Disposition) received by the Servicer in
      connection with (i) the taking of all or a part of a Mortgaged Property by
      exercise of the power of eminent domain or condemnation, (ii) the liquidation
      of
      a defaulted Mortgage Loan by means of a trustee’s sale, foreclosure sale or
      otherwise or (iii) the repurchase, substitution or sale of a Mortgage Loan
      or an
      REO Property pursuant to or as contemplated by Section 2.03, Section 3.16(c),
      Section 3.23 or Section 10.01.

     

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

     

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

     

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

     

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

     

    “Losses”:  As
      defined in Section 9.03.

     

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

     

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

     

    “Marker
      Rate”:  With respect to the Class C Interest and any Distribution
      Date, a per annum rate equal to two (2) times the weighted average of the
      Uncertificated REMIC 2 Pass-Through Rates for REMIC 2 Regular Interest LTIA1,
      REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2
      Regular Interest LTIIA3, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest
      LTM1B, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM2B, REMIC
      2
      Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest
      LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2
      Regular Interest LTM8, REMIC 2 Regular Interest LTM9 and REMIC 2 Regular
      Interest LTZZ, with the rate on each such REMIC 2 Regular Interest (other than
      REMIC 2 Regular Interest LTZZ) subject to a cap equal to the Pass-Through Rate
      for the Corresponding Certificate for the purpose of this calculation; and
      with
      the rate on REMIC 2 Regular Interest LTZZ subject to a cap of zero for the
      purpose of this calculation; provided, however, that solely for this purpose,
      calculations of the Uncertificated REMIC 2 Pass-Through Rate and the related
      caps with respect to each such REMIC 2 Regular Interest (other than REMIC 2
      Regular Interest LTZZ) shall be multiplied by a fraction, the numerator of
      which
      is the actual number of days in the related Interest Accrual Period and the
      denominator of which is 30.

     

    “Master
      Agreement”: The Amended and Restated Master Mortgage Loan Purchase and Servicing
      Agreement, dated March 1, 2005, as amended and restated on April 1, 2007, among
      the Originator, certain affiliates of the Originator and the
      Seller.

     

    “Maximum
      Cap Rate”:

     

    (1)           
      With respect to the Group I Certificates and any Distribution Date, a per annum
      rate equal to (A) the product of (I)(x) the weighted average of the Adjusted
      Net
      Maximum Mortgage Rates of the Group I Mortgage Loans (weighted based on the
      Stated Principal Balance of each Group I Mortgage Loan as of the first day
      of
      the related Due Period, adjusted to reflect unscheduled principal payments
      made
      thereafter during the Prepayment Period that includes the first day of the
      related Due Period) plus (y) the per annum rate equal to the product of (a)
      the
      Net Swap Payment paid by the Swap Provider, if any, divided by the aggregate
      Stated Principal Balance of the Mortgage Loans as of the first day of the
      related Due Period (adjusted to reflect unscheduled principal payments made
      thereafter during the Prepayment Period that includes the first day of the
      related Due Period) and (b) 12, minus (z) the per annum rate of the sum of
      (i)
      the product of (a) the Net Swap Payment owed to the Swap Provider, if any,
      divided by the aggregate Stated Principal Balance of the Mortgage Loans as
      of
      the first day of the related Due Period (adjusted to reflect unscheduled
      principal payments made thereafter during the Prepayment Period that includes
      the first day of the related Due Period) and (b) 12 and (ii) the product of
      (a)
      the Swap Termination Payment (other than any Swap Termination Payment due to
      a
      Swap Provider Trigger Event) owed to the Swap Provider, if any, divided by
      the
      aggregate Stated Principal Balance of the Mortgage Loans as of the first day
      of
      the related Due Period (adjusted to reflect unscheduled principal payments
      made
      thereafter during the Prepayment Period that includes the first day of the
      related Due Period) and (b) 12 and (II) a fraction, the numerator of which
      is
      30, and the denominator of which is the actual number of days elapsed in the
      related Accrual Period minus (B) the Class X-1 Pass-Through Rate;

     

    (2)           With
      respect to the Group II Certificates and any Distribution Date, a per annum
      rate
      equal to (A) the product of (I)(x) the weighted average of the Adjusted Net
      Maximum Mortgage Rates of the Group II Mortgage Loans (weighted based on the
      Stated Principal Balance of each Group II Mortgage Loan as of the first day
      of
      the related Due Period, adjusted to reflect unscheduled principal payments
      made
      thereafter during the Prepayment Period that includes the first day of the
      related Due Period) plus (y) the per annum rate equal to the product of (a)
      the
      Net Swap Payment paid by the Swap Provider, if any, divided by the aggregate
      Stated Principal Balance of the Mortgage Loans as of the first day of the
      related Due Period (adjusted to reflect unscheduled principal payments made
      thereafter during the Prepayment Period that includes the first day of the
      related Due Period) and (b) 12, minus (z) the per annum rate of the sum of
      (i)
      the product of (a) the Net Swap Payment owed to the Swap Provider, if any,
      divided by the aggregate Stated Principal Balance of the Mortgage Loans as
      of
      the first day of the related Due Period (adjusted to reflect unscheduled
      principal payments made thereafter during the Prepayment Period that includes
      the first day of the related Due Period) and (b) 12 and (ii) the product of
      (a)
      the Swap Termination Payment (other than any Swap Termination Payment due to
      a
      Swap Provider Trigger Event) owed to the Swap Provider, if any, divided by
      the
      aggregate Stated Principal Balance of the Mortgage Loans as of the first day
      of
      the related Due Period (adjusted to reflect unscheduled principal payments
      made
      thereafter during the Prepayment Period that includes the first day of the
      related Due Period) and (b) 12 and (II) a fraction, the numerator of which
      is
      30, and the denominator of which is the actual number of days elapsed in the
      related Accrual Period minus (B) the Class X-2 Pass-Through Rate;
      and

     

    (3)           
      With respect to the Mezzanine Certificates and any Distribution Date, a per
      annum rate equal to the weighted average (weighted in proportion to the results
      of subtracting from the aggregate Stated Principal Balance of the Mortgage
      Loans
      in each Loan Group as of the first day of the related Due Period (adjusted
      to
      reflect unscheduled principal payments made thereafter during the Prepayment
      Period that includes the first day of the related Due Period) the current
      aggregate Certificate Stated Principal Balance of the related Class A
      Certificates) of (i) the Maximum Cap Rate for the Group I Certificates (without
      regard to clause (B)) and (ii) the Maximum Cap Rate for the Group II
      Certificates (without regard to clause (B)), minus (with respect to the Class
      M-1 and Class M-2 Certificates only) the Class X-3 Pass-Through
      Rate.

     

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

     

    “Maximum
      Uncertificated Accrued Interest Deferral Amount”:  With respect to any
      Distribution Date, the excess of (a) accrued interest at the Uncertificated
      REMIC 2 Pass Through Rate applicable to REMIC 2 Regular Interest LTZZ for such
      Distribution Date on a balance equal to the Uncertificated Principal Balance
      of
      REMIC 2 Regular Interest LTZZ minus the REMIC 2 Overcollateralization Amount,
      in
      each case for such Distribution Date, over (b) the sum of the Uncertificated
      Accrued Interest on REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest
      LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC
      2 Regular Interest LTM1, REMIC 2 Regular Interest LTM1B, REMIC 2 Regular
      Interest LTM2, REMIC 2 Regular Interest LTM2B, REMIC 2 Regular Interest LTM3,
      REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular
      Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8
      and
      REMIC 2 Regular Interest LTM9, with the rate on each such REMIC 2 Regular
      Interest subject to a cap equal to the Pass-Through Rate for the related
      Corresponding Certificate for the purpose of this calculation; provided,
      however, that for this purpose, calculations of the Uncertificated REMIC 2
      Pass-Through Rate and the related caps with respect to each such REMIC 2 Regular
      Interest (other than REMIC 2 Regular Interest LTZZ) shall be multiplied by
      a
      fraction, the numerator of which is the actual number of days elapsed in the
      related Accrual Period and the denominator of which is 30.

     

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

     

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

     

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

     

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

     

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

     

    “Monthly
      Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
      principal and interest on such Mortgage Loan which is payable by the related
      Mortgagor from time to time under the related Mortgage Note, determined: (a)
      after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction
      with respect to such Mortgage Loan, (ii) any modifications to a Mortgage Loan
      pursuant to Section 3.07 and (iii) any reduction in the amount of interest
      collectible from the related Mortgagor pursuant to the Relief Act; (b) without
      giving effect to any extension granted or agreed to by the Servicer pursuant
      to
      Section 3.07; and (c) on the assumption that all other amounts, if any, due
      under such Mortgage Loan are paid when due.

     

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

     

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

     

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

     

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

     

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

     

    (i)  the
      Mortgage Loan identifying number;

     

    (ii)  [reserved];

     

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

     

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

     

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

     

    (vi)  the
      original months to maturity;

     

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

     

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

     

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

     

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

     

    (xi)  the
      stated maturity date;

     

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

     

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

     

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

     

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

     

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

     

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

     

    (xviii)  the
      Mortgage Rate at origination;

     

    (xix)  a
      code
      indicating the documentation program (i.e., full documentation, limited income
      verification, no income verification, alternative income
      verification);

     

    (xx)  the
      risk
      grade;

     

    (xxi)  the
      Value
      of the Mortgaged Property;

     

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

     

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

     

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

     

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

     

    (xxvi)  the
      program code;

     

    (xxvii)  the
      Loan
      Group; and

     

    (xxviii)  the
      lien
      priority.

     

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

     

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

     

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

     

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

     

    “Mortgaged
      Property”: The underlying property securing a Mortgage Loan, including any REO
      Property, consisting of a fee simple estate in a parcel of real property
      improved by a Residential Dwelling.

     

    “Mortgagor”:  The
      obligor on a Mortgage Note.

     

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

     

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

     

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

     

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

     

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

     

    “Net
      WAC
      Rate”:

     

    (1)           With
      respect to the Group I Certificates and any Distribution Date, a per annum
      rate
      equal to (A) the product of (I)(x) the weighted average of the Adjusted Net
      Mortgage Rates of the Group I Mortgage Loans (weighted based on the Stated
      Principal Balance of each Group I Mortgage Loan as of the first day of the
      related Due Period, adjusted to reflect unscheduled principal payments made
      thereafter during the Prepayment Period that includes the first day of the
      related Due Period) minus the per annum rate equal to (y) the sum of (i) the
      product of (a) the Net Swap Payment owed to the Swap Provider, if any, divided
      by the aggregate Stated Principal Balance of the Mortgage Loans as of the first
      day of the related Due Period (adjusted to reflect unscheduled principal
      payments made thereafter during the Prepayment Period that includes the first
      day of the related Due Period) and (b) 12 and (ii) the product of (a) the Swap
      Termination Payment (other than any Swap Termination Payment due to a Swap
      Provider Trigger Event) owed to the Swap Provider, if any, divided by the
      aggregate Stated Principal Balance of the Mortgage Loans as of the first day
      of
      the related Due Period (adjusted to reflect unscheduled principal payments
      made
      thereafter during the Prepayment Period that includes the first day of the
      related Due Period) and (b) 12 and (II) a fraction, the numerator of which
      is
      30, and the denominator of which is the actual number of days elapsed in the
      related Accrual Period minus (B) the Class X-1 Pass-Through Rate.  For
      Federal income tax purposes, the Net WAC Rate for the Class I-A-1 Certificates
      is a per annum rate equal to the product of (x) the Net WAC Rate for REMIC
      4
      Regular Interest I-A-1 and (y) a fraction, the numerator of which is 30 and
      the
      denominator of which is the actual number of days elapsed in the related Accrual
      Period.  For Federal income tax purposes, the Net WAC Rate for REMIC 4
      Regular Interest I-A-1 is a per annum rate equal to the Net WAC Rate for REMIC
      3
      Regular Interest LTIA1 minus a per annum rate equal to 0.680%.  For
      Federal income tax purposes, the Net WAC Rate for REMIC 3 Regular Interest
      LTIA1
      is a per annum rate equal to the Uncertificated REMIC 2 Pass-Through Rate on
      REMIC 2 Regular Interest LT1GRP.

     

    (2)           
      With respect to the Group II Certificates and any Distribution Date, a per
      annum
      rate equal to (A) the product of (I)(x) the weighted average of the Adjusted
      Net
      Mortgage Rates of the Group II Mortgage Loans (weighted based on the Stated
      Principal Balance of each Group II Mortgage Loan as of the first day of the
      related Due Period, adjusted to reflect unscheduled principal payments made
      thereafter during the Prepayment Period that includes the first day of the
      related Due Period) minus the per annum rate equal to (y) the sum of (i) the
      product of (a) the Net Swap Payment owed to the Swap Provider, if any, divided
      by the aggregate Stated Principal Balance of the Mortgage Loans as of the first
      day of the related Due Period (adjusted to reflect unscheduled principal
      payments made thereafter during the Prepayment Period that includes the first
      day of the related Due Period) and (b) 12 and (ii) the product of (a) the Swap
      Termination Payment (other than any Swap Termination Payment due to a Swap
      Provider Trigger Event) owed to the Swap Provider, if any, divided by the
      aggregate Stated Principal Balance of the Mortgage Loans as of the first day
      of
      the related Due Period (adjusted to reflect unscheduled principal payments
      made
      thereafter during the Prepayment Period that includes the first day of the
      related Due Period) and (b) 12 and (II) a fraction, the numerator of which
      is
      30, and the denominator of which is the actual number of days elapsed in the
      related Accrual Period minus (B) the Class X-2 Pass-Through Rate.  For
      federal income tax purposes, the Net WAC Rate for the Class II-A-1, Class II-A-2
      and Class II-A-3 Certificates is a per annum rate equal to the product of (x)
      the weighted average of the Net WAC Rates for the Corresponding REMIC 4 Regular
      Interests, weighted on the basis of the Uncertificated Principal Balances of
      each such REMIC 4 Regular Interest and (y) a fraction, the numerator of which
      is
      30 and the denominator of which is the actual number of days elapsed in the
      related Accrual Period.  For federal income tax purposes, the Net WAC
      Rate for REMIC 4 Regular Interest II-A-1, REMIC 4 Regular Interest II-A-2 and
      REMIC 3 Regular Interest II-A-3 is a per annum rate equal to the Net WAC Rate
      for the Corresponding REMIC 3 Regular Interest minus a per annum rate equal
      to
      0.780% (for REMIC 4 Regular Interest II-A-1), 0.630% (for REMIC 4 Regular
      Interest II-A-2) or 0.280% (for REMIC 3 Regular Interest II-A-3). For federal
      income tax purposes, the Net WAC Rate for REMIC 3 Regular Interest LTIIA1,
      REMIC
      3 Regular Interest LTIIA2 and REMIC 3 Regular Interest LTIIA3 is a per annum
      rate equal to the Uncertificated REMIC 2 Pass-Through Rate on REMIC 2 Regular
      Interest LT2GRP.

     

    (3)           With
      respect to the Mezzanine Certificates and any Distribution Date, a per annum
      rate equal to the weighted average (weighted in proportion to the results of
      subtracting from the aggregate Stated Principal Balance of the Mortgage Loans
      in
      each Loan Group as of the first day of the related Due Period (adjusted to
      reflect unscheduled principal payments made thereafter during the Prepayment
      Period that includes the first day of the related Due Period) the current
      aggregate Certificate Principal Balance of the related Class A Certificates)
      of
      (i) the Net WAC Rate for the Group I Certificates (without regard to clause
      (B))
      and (ii) the Net WAC Rate for the Group II Certificates (without regard to
      clause (B)), minus (with respect to the Class M-1 and Class M-2 Certificates
      only) the Class X-3 Pass-Through Rate.  For federal income tax
      purposes, the Net WAC Rate for the Mezzanine Certificates (other than the Class
      M-1 Certificates and the Class M-2 Certificates) is a per annum rate equal
      to
      the product of (x) the Net WAC Rate for the Corresponding REMIC 4 Regular
      Interest and (y) a fraction, the numerator of which is 30 and the denominator
      of
      which is the actual number of days elapsed in the related Accrual
      Period.  For Federal income tax purposes, the Net WAC Rate for each
      such Corresponding REMIC 4 Regular Interest is a per annum rate equal to the
      Net
      WAC Rate for the Corresponding REMIC 3 Regular Interest.  For federal
      income tax purposes, the Net WAC Rate for each such Corresponding REMIC 3
      Regular Interest is a per annum rate equal to the weighted average of the
      Uncertificated REMIC 2 Pass-Through Rates on (a) REMIC 2 Regular Interest
      LT1SUB, subject to a cap and a floor equal to the Uncertificated REMIC 2
      Pass-Through Rate on REMIC 2 Regular Interest LT1GRP and (b) REMIC 2 Regular
      Interest LT2SUB, subject to a cap and a floor equal to the Uncertificated REMIC
      2 Pass-Through Rate on REMIC 2 Regular Interest LT2GRP, weighted on the basis
      of
      the Uncertificated Principal Balance of each such REMIC 2 Regular
      Interest.  For federal income tax purposes, the Net WAC Rate for the
      Class M-1 Certificates and the Class M-2 Certificates is a per annum rate equal
      to the product of (x) the weighted average of the Net WAC Rates for the
      Corresponding REMIC 4 Regular Interests, weighted on the basis of the
      Uncertificated Principal Balances of each such REMIC 4 Regular Interest and
      (y)
      a fraction, the numerator of which is 30 and the denominator of which is the
      actual number of days elapsed in the related Accrual Period.  For
      federal income tax purposes, the Net WAC Rate for REMIC 4 Regular Interest
      M-1
      and REMIC 4 Regular Interest M-2 is a per annum rate equal to the Net WAC Rate
      for the Corresponding REMIC 3 Regular Interest minus a per annum rate equal
      to
      0.850% (for REMIC 4 Regular Interest M-1) and 0.350% (for REMIC 4 Regular
      Interest M-2). For federal income tax purposes, the Net WAC Rate for REMIC
      3
      Regular Interest LTM1 and REMIC 3 Regular Interest LTM2 is a per annum rate
      equal to the weighted average of the Uncertificated REMIC 2 Pass-Through Rates
      on (a) REMIC 2 Regular Interest LT1SUB, subject to a cap and a floor equal
      to
      the Uncertificated REMIC 2 Pass-Through Rate on REMIC 2 Regular Interest LT1GRP
      and (b) REMIC 2 Regular Interest LT2SUB, subject to a cap and a floor equal
      to
      the Uncertificated REMIC 2 Pass-Through Rate on REMIC 2 Regular Interest LT2GRP,
      weighted on the basis of the Uncertificated Principal Balance of each such
      REMIC
      2 Regular Interest.

     

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

     

    “Net
      WAC
      Rate Carryover Reserve Account”: The account established and maintained pursuant
      to Section 4.06.

     

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

     

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

     

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

     

    “Notional
      Amount”: Immediately prior to any Distribution Date with respect to the Class C
      Interest, the Notional Amount of REMIC 4 Regular Interest
      C.  Immediately prior to any Distribution Date with respect to REMIC 4
      Regular Interest C, the Notional Amount of REMIC 3 Regular Interest
      LTC.  Immediately prior to any Distribution Date with respect to REMIC
      3 Regular Interest LTC, the aggregate Uncertificated Principal Balance of the
      REMIC 2 Regular Interests (other than REMIC 2 Regular Interest
      LTP).

     

    With
      respect to the Class X-1 Certificates and any Distribution Date, an amount
      equal
      to the Notional Amount of REMIC 4 Regular Interest X-1.  With respect
      to REMIC 4 Regular Interest X-1 and any Distribution Date, an amount equal
      to
      the Uncertificated Principal Balance of REMIC 3 Regular Interest
      LTIA1.

     

    With
      respect to the Class X-2 Certificates and any Distribution Date, an amount
      equal
      to the aggregate Notional Amounts of the Class X-2 Components.  With
      respect to each of the Class II-A-1 Component, the Class II-A-2 Component and
      the Cass II-A-3 Component,  an amount equal to the Notional Amount of
      REMIC 4 Regular Interest X-2-A-1, REMIC 4 Regular Interest X-2-A-2 and REMIC
      4
      Regular Interest X-2-A-3, respectively.  With respect to each of REMIC
      4 Regular Interest X-2-A-1, REMIC 4 Regular Interest X-2-A-2 and REMIC 4 Regular
      Interest X-2-A-3, an amount equal to the Uncertificated Principal Balance of
      REMIC 3 Regular Interest LTIIA1, REMIC 3 Regular Interest LTIIA2 and REMIC
      3
      Regular Interest LTIIA3, respectively.

     

    With
      respect to the Class X-3 Certificates and any Distribution Date, an amount
      equal
      to the aggregate Notional Amounts of the Class X-3 Components.  With
      respect to each of the Class M-1 Component and the Class M-2
      Component,  an amount equal to the Notional Amount of REMIC 4 Regular
      Interest X-3-M-1 and REMIC 4 Regular Interest X-3-M-2,
      respectively.  With respect to each of REMIC 4 Regular Interest
      X-3-M-1 and REMIC 4 Regular Interest X-3-M-2, an amount equal to the
      Uncertificated Principal Balance of REMIC 3 Regular Interest LTM1 and REMIC
      3
      Regular Interest LTM2, respectively.

     

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

     

    
      	
              
                Distribution
                  Date

              

            	
              
                REMIC
                  1 Regular Interests

              

            
	
              1st
                through
                10th

            	
              I-1-A
                through I-51-A and II-1-A through II-51-A

            
	
              11

            	
              I-2-A
                through I-51-A and II-2-A through II-51-A

            
	
              12

            	
              I-3-A
                through I-51-A and II-3-A through II-51-A

            
	
              13

            	
              I-4-A
                through I-51-A and II-4-A through II-51-A

            
	
              14

            	
              I-5-A
                through I-51-A and II-5-A through II-51-A

            
	
              15

            	
              I-6-A
                through I-51-A and II-6-A through II-51-A

            
	
              16

            	
              I-7-A
                through I-51-A and  II-7-A through II-51-A

            
	
              17

            	
              I-8-A
                through I-51-A and  II-8-A through II-51-A

            
	
              18

            	
              I-9-A
                through I-51-A and  II-9-A through II-51-A

            
	
              19

            	
              I-10-A
                through I-51-A and  II-10-A through II-51-A

            
	
              20

            	
              I-11-A
                through I-51-A and  II-11-A through II-51-A

            
	
              21

            	
              I-12-A
                through I-51-A and  II-12-A through II-51-A

            
	
              22

            	
              I-13-A
                through I-51-A and  II-13-A through II-51-A

            
	
              23

            	
              I-14-A
                through I-51-A and  II-14-A through II-51-A

            
	
              24

            	
              I-15-A
                through I-51-A and  II-15-A through II-51-A

            
	
              25

            	
              I-16-A
                through I-51-A and  II-16-A through II-51-A

            
	
              26

            	
              I-17-A
                through I-51-A and  II-17-A through II-51-A

            
	
              27

            	
              I-18-A
                through I-51-A and  II-18-A through II-51-A

            
	
              28

            	
              I-19-A
                through I-51-A and II-19-A through II-51-A

            
	
              29

            	
              I-20-A
                through I-51-A and II-20-A through II-51-A

            
	
              30

            	
              I-21-A
                through I-51-A and II-21-A through II-51-A

            
	
              31

            	
              I-22-A
                through I-51-A and II-22-A through II-51-A

            
	
              32

            	
              I-23-A
                through I-51-A and II-23-A through II-51-A

            
	
              33

            	
              I-24-A
                through I-51-A and II-24-A through II-51-A

            
	
              34

            	
              I-25-A
                through I-51-A and II-25-A through II-51-A

            
	
              35

            	
              I-26-A
                through I-51-A and II-26-A through II-51-A

            
	
              36

            	
              I-27-A
                through I-51-A and II-27-A through II-51-A

            
	
              37

            	
              I-28-A
                through I-51-A and II-28-A through II-51-A

            
	
              38

            	
              I-29-A
                through I-51-A and II-29-A through II-51-A

            
	
              39

            	
              I-30-A
                through I-51-A and II-30-A through II-51-A

            
	
              40

            	
              I-31-A
                through I-51-A and II-31-A through II-51-A

            
	
              41

            	
              I-32-A
                through I-51-A and II-32-A through II-51-A

            
	
              42

            	
              I-33-A
                through I-51-A and II-33-A through II-51-A

            
	
              43

            	
              I-34-A
                through I-51-A and II-34-A through II-51-A

            
	
              44

            	
              I-35-A
                through I-51-A and II-35-A through II-51-A

            
	
              45

            	
              I-36-A
                through I-51-A and II-36-A through II-51-A

            
	
              46

            	
              I-37-A
                through I-51-A and II-37-A through II-51-A

            
	
              47

            	
              I-38-A
                through I-51-A and II-38-A through II-51-A

            
	
              48

            	
              I-39-A
                through I-51-A and  II-39-A through II-51-A

            
	
              49

            	
              I-40-A
                through I-51-A and  II-40-A through II-51-A

            
	
              50

            	
              I-41-A
                through I-51-A and  II-41-A through II-51-A

            
	
              51

            	
              I-42-A
                through I-51-A and  II-42-A through II-51-A

            
	
              52

            	
              I-43-A
                through I-51-A and  II-43-A through II-51-A

            
	
              51

            	
              I-44-A
                through I-51-A and  II-44-A through II-51-A

            
	
              51

            	
              I-45-A
                through I-51-A and  II-45-A through II-51-A

            
	
              55

            	
              I-46-A
                through I-51-A and  II-46-A through II-51-A

            
	
              56

            	
              I-47-A
                through I-51-A and  II-47-A through II-51-A

            
	
              57

            	
              I-48-A
                through I-51-A and  II-48-A through II-51-A

            
	
              58

            	
              I-49-A
                through I-51-A and  II-49-A through II-51-A

            
	
              59

            	
              I-50-A
                and I-51-A and  II-50-A and II-51-A

            
	
              60

            	
              I-51-A
                and II-51-A

            
	
              thereafter

            	
              $0.00

            


    

    


    With
      respect to REMIC 3 Regular Interest LTIO and any Distribution Date, an amount
      equal to the Notional Amount of REMIC 2 Regular Interest LTIO. With respect
      to
      REMIC 4 Regular Interest IO and any Distribution Date, an amount equal to the
      Notional Amount of REMIC 3 Regular Interest LTIO. With respect to the Class
      IO
      Interest and any Distribution Date, an amount equal to the Notional Amount
      of
      REMIC 4 Regular Interest IO.

     

    “Offered
      Certificates”:  The Class A Certificates and the Class X Certificates
      offered to the public pursuant to the Prospectus Supplement.

     

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

     

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

     

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

     

    “Original
      Class Certificate Principal Balance”: With respect to the Floating Rate
      Certificates, the Class C Certificates, the Class C Interest, the Class IO
      Interest, REMIC 8 Regular Interest SWAP IO, the Class P Certificates and the
      Class P Interest, the corresponding amounts set forth opposite such Class above
      in the Preliminary Statement.

     

    “Originator”:
      Option One Mortgage Corporation, or its successor in interest.

     

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

     

    “Overcollateralization
      Floor”: With respect to the Group I Certificates, $3,710,795.04.  With
      respect to the Group II Certificates, $1,417,089.58.  With respect to
      the Mezzanine Certificates and for the purpose of calculating the
      Overcollateralization Target Amount, $5,127,884.62.

     

     “Overcollateralization
      Release Amount”: With respect to any Distribution Date, the lesser of (x) the
      Principal Remittance Amount for such Distribution Date and (y) the Excess
      Overcollateralized Amount.

     

    “Overcollateralization
      Target Amount”:  With respect to any Distribution Date (x) prior to
      the Stepdown Date, an amount equal to 7.35% of the aggregate Cut-off Date
      Principal Balance of the Mortgage Loans, (y) on or after the Stepdown Date
      provided a Trigger Event is not in effect, the greater of (A) 14.70% of the
      aggregate Stated Principal Balance of the Mortgage Loans as of the last day
      of
      the related Due Period (after giving effect to scheduled payments of principal
      due during the related Due Period, to the extent received or advanced, and
      unscheduled collections of principal received during the related Prepayment
      Period) and (B) the Overcollateralization Floor and (z) on or after the Stepdown Date
      if a
      Trigger Event is in effect, the Overcollateralization Target Amount for the
      immediately preceding Distribution Date.  Notwithstanding the
      foregoing, on and after any Distribution Date following the reduction of the
      aggregate Certificate Principal Balance of the Floating Rate Certificates to
      zero, the Overcollateralization Target Amount shall be zero.

     

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

     

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

     

    “Pass-Through
      Rate”: With respect to the Floating Rate Certificates and any Distribution Date,
      the lesser of (a) the related Formula Rate and (b) the related Net WAC Rate
      for
      such Distribution Date.

     

    With
      respect to the Class X-1 Certificates and any Distribution Date, a per annum
      rate equal to 0.680%.  For federal income tax purposes, the Class X-1
      Certificates will be entitled to 100% of amounts distributed on REMIC 4 Regular
      Interest X-1.

     

    With
      respect to the Class X-2 Certificates and any Distribution Date, a per annum
      rate equal to the weighted average (weighted based on the Notional Amount of
      the
      respective Class X-2 Component) of the Pass-Through Rates for each of the Class
      X-2 Components.  With respect to the Class X-2 Components and any
      Distribution Date, the Pass-Through Rate shall equal the fixed rate set forth
      below for such Distribution Date:

     

    
      	
              
                Class
                  X Component

              

            	
              
                Pass-Through
                  Rate

              

            
	
              II-A-1

            	
              0.780%

            
	
              II-A-2

            	
              0.630%

            
	
              II-A-3

            	
              0.280%

            


    

    


     

    For
      federal income tax purposes, the Class X-2 Certificates will be entitled to
      100%
      of amounts distributed on the Class X-2 Components. For federal income tax
      purposes, the Class X-2 Components will not have a Pass-Through Rate, but will
      be entitled to 100% of amounts distributed on REMIC 4 Regular Interest X-2-A-1,
      REMIC 4 Regular Interest X-2-A-2 and REMIC 4 Regular Interest X-2-A-3,
      respectively.

     

    With
      respect to the Class X-3 Certificates and any Distribution Date, a per annum
      rate equal to the weighted average (weighted based on the Notional Amount of
      the
      respective Class X-3 Component) of the Pass-Through Rates for each of the Class
      X-3 Components.  With respect to the Class X-3 Components and any
      Distribution Date, the Pass-Through Rate shall equal the fixed rate set forth
      below for such Distribution Date:

     

    
      	
              
                Class
                  X Component

              

            	
              
                Pass-Through
                  Rate

              

            
	
              M-1

            	
              0.850%

            
	
              M-2

            	
              0.350%

            


    

    


     

    For
      federal income tax purposes, the Class X-3 Certificates will be entitled to
      100%
      of amounts distributed on the Class X-3 Components. For federal income tax
      purposes, the Class X-3 Components will not have a Pass-Through Rate, but will
      be entitled to 100% of amounts distributed on REMIC 4 Regular Interest X-3-M-1
      and REMIC 4 Regular Interest X-3-M-2, respectively.

     

    With
      respect to the Class C Certificates, 100% of the interest distributable to
      the
      Class C Interest, expressed as a per annum rate.  With respect to the
      Class C Interest, 100% of the interest distributable to REMIC 4 Regular Interest
      C, expressed as a per annum rate.

     

    The
      REMIC
      8 Regular Interest SWAP IO Interest shall not have a Pass-Through Rate, but
      interest for such Regular Interest and each Distribution Date shall be an amount
      equal to 100% of the amounts distributable to the Class IO Interest for such
      Distribution Date.  The Class IO Interest shall not have a
      Pass-Through Rate, but interest for such Regular Interest and each Distribution
      Date shall be an amount equal to 100% of the amounts distributable to REMIC
      4
      Regular Interest IO.

     

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

     

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

     

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

     

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

     

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

     

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

     

    (ii)  (A)
      demand and time deposits in, certificates of deposit of, bankers’ acceptances
      issued by or federal funds sold by any depository institution or trust company
      (including the Trustee or its agent acting in their respective commercial
      capacities) incorporated under the laws of the United States of America or
      any
      state thereof and subject to supervision and examination by federal and/or
      state
      authorities, so long as, at the time of such investment or contractual
      commitment providing for such investment, such depository institution or trust
      company (or, if the only Rating Agency is S&P, in the case of the principal
      depository institution in a depository institution holding company, debt
      obligations of the depository institution holding company) or its ultimate
      parent has a short-term uninsured debt rating in one of the two highest
      available ratings of Moody’s and the highest available rating category of Fitch
      and S&P and provided that each such investment has an original maturity of
      no more than 365 days; and provided further that, if the only Rating Agency
      is
      S&P and if the depository or trust company is a principal subsidiary of a
      bank holding company and the debt obligations of such subsidiary are not
      separately rated, the applicable rating shall be that of the bank holding
      company; and, provided further that, if the original maturity of such short-
      term obligations of a domestic branch of a foreign depository institution or
      trust company shall exceed 30 days, the short-term rating of such institution
      shall be A-1+ in the case of S&P if S&P is the Rating Agency; and (B)
      any other demand or time deposit or deposit which is fully insured by the
      FDIC;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (i)  the
      Mortgage Loan identifying number;

     

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

     

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

     

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

     

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

     

    (vi)  the
      Stated Principal Balance of the related Mortgage Loan as of the Cut-off
      Date.

     

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

     

    “Prepayment
      Interest Excess”:  With respect to any Distribution Date, for each
      Mortgage Loan that was the subject of a Principal Prepayment in full during
      the
      portion of the related Prepayment Period occurring between the first day and
      the
      15th day of
      the
      calendar month in which such Distribution Date occurs, an amount equal to
      interest (to the extent received) at the applicable Net Mortgage Rate on the
      amount of such Principal Prepayment for the number of days commencing on the
      first day of the calendar month in which such Distribution Date occurs and
      ending on the date on which such prepayment is so applied.

     

    “Prepayment
      Interest Shortfall”: With respect to any Distribution Date, for each Mortgage
      Loan that was the subject of a Principal Prepayment in full during the portion
      of the related Prepayment Period occurring from the first day of the related
      Prepayment Period through the last day of the calendar month preceding the
      month
      in which such Distribution Date occurs, an amount equal to one-month’s interest
      at the applicable Net Mortgage Rate less any payments made by the
      Mortgagor.

     

    “Prepayment
      Period”: With respect to any Distribution Date, the period commencing on the
      16th day of
      the
      calendar month preceding the month in which the related Distribution Date occurs
      (or, in the case of the first Distribution Date, from October 1, 2007) and
      ending on the 15th day of
      the
      calendar month in which such Distribution Date occurs.

     

    “Principal
      Balance”: As to any Mortgage Loan other than a Liquidated Mortgage Loan, and any
      day, the related Cut-off Date Principal Balance, minus all collections credited
      against the Cut-off Date Principal Balance of any such Mortgage Loan. For
      purposes of this definition, a Liquidated Mortgage Loan shall be deemed to
      have
      a Principal Balance equal to the Principal Balance of the related Mortgage
      Loan
      as of the final recovery of related Liquidation Proceeds and a Principal Balance
      of zero thereafter. As to any REO Property and any day, the Principal Balance
      of
      the related Mortgage Loan immediately prior to such Mortgage Loan becoming
      REO
      Property minus any REO Principal Amortization received with respect thereto
      on
      or prior to such day.

     

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

     

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

     

    “Prospectus
      Supplement”: That certain Prospectus Supplement dated October 11, 2007 relating
      to the public offering of the Offered Certificates.

     

    “Purchase
      Price”: With respect to any Mortgage Loan or REO Property to be purchased by the
      Seller or the Servicer pursuant to or as contemplated by Section 2.03, Section
      3.16(c) or  Section 10.01, and as confirmed by an Officers’
Certificate from the party purchasing the Mortgage Loan to the Trustee, an
      amount equal to the sum of (i) 100% of the Stated Principal Balance thereof
      as
      of the date of purchase (or such other price as provided in Section 10.01),
      (ii)
      in the case of (x) a Mortgage Loan, accrued interest on such Stated Principal
      Balance at the applicable Mortgage Rate in effect from time to time from the
      Due
      Date as to which interest was last covered by a payment by the Mortgagor or
      an
      Advance by the Servicer, which payment or Advance had as of the date of purchase
      been distributed pursuant to Section 4.01, through the end of the calendar
      month
      in which the purchase is to be effected, and (y) an REO Property, the sum of
      (1)
      accrued interest on such Stated Principal Balance at the applicable Mortgage
      Rate in effect from time to time from the Due Date as to which interest was
      last
      covered by a payment by the Mortgagor or an advance by the Servicer through
      the
      end of the calendar month immediately preceding the calendar month in which
      such
      REO Property was acquired, plus (2) REO Imputed Interest for such REO Property
      for each calendar month commencing with the calendar month in which such REO
      Property was acquired and ending with the calendar month in which such purchase
      is to be effected, net of the total of all net rental income, Insurance
      Proceeds, Liquidation Proceeds and Advances that as of the date of purchase
      had
      been distributed as or to cover REO Imputed Interest pursuant to Section 4.04,
      (iii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing
      Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts
      previously withdrawn from the Collection Account in respect of such Mortgage
      Loan or REO Property pursuant to Section 3.23 and (v) in the case of a Mortgage
      Loan required to be purchased pursuant to Section 2.03, expenses reasonably
      incurred or to be incurred by the Servicer, the NIMS Insurer or the Trustee
      in
      respect of the breach or defect giving rise to the purchase obligation including
      any costs and damages incurred by the Trust Fund in connection with any
      violation by such loan of any predatory or abusive lending law.  With
      respect to the Originator and any Mortgage Loan or REO Property to be purchased
      pursuant to or as contemplated by Section 2.03 or 10.01, and as confirmed by
      a
      certificate of an Officers’ Certificate of the Originator to the Trustee, an
      amount equal to the amount set forth pursuant to the terms of the Master
      Agreement

     

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

     

    “Qualified
      Substitute Mortgage Loan”:  With respect to the Seller, a mortgage
      loan substituted for a Deleted Mortgage Loan pursuant to the terms of this
      Agreement which must, on the date of such substitution, (i) have an outstanding
      Stated Principal Balance (or in the case of a substitution of more than one
      mortgage loan for a Deleted Mortgage Loan, an aggregate Stated Principal
      Balance), after application of all scheduled payments of principal and interest
      due during or prior to the month of substitution, not in excess of, and not
      more
      than 5% less than, the outstanding Stated Principal Balance of the Deleted
      Mortgage Loan as of the Due Date in the calendar month during which the
      substitution occurs, (ii) have a Mortgage Rate not less than (and not more
      than
      one percentage point in excess of) the Mortgage Rate of the Deleted Mortgage
      Loan, (iii) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate
      Mortgage Loan, have a Maximum Mortgage Rate not less than the Maximum Mortgage
      Rate on the Deleted Mortgage Loan, (iv) if the Qualified Substitute Mortgage
      Loan is an Adjustable-Rate Mortgage Loan, have a Minimum Mortgage Rate not
      less
      than the Minimum Mortgage Rate of the Deleted Mortgage Loan, (v) if the
      Qualified Substitute Mortgage Loan is an Adjustable-Rate Mortgage Loan, have
      a
      Gross Margin equal to or greater than the Gross Margin of the Deleted Mortgage
      Loan, (vi) if the Qualified Substitute Mortgage Loan is an Adjustable-Rate
      Mortgage Loan, have a next Adjustment Date not more than two months later than
      the next Adjustment Date on the Deleted Mortgage Loan, (vii) have a remaining
      term to maturity not greater than (and not more than one year less than) that
      of
      the Deleted Mortgage Loan, (viii) be current as of the date of substitution,
      (ix) have a Loan-to-Value Ratio as of the date of substitution equal to or
      lower
      than the Loan-to-Value Ratio of the Deleted Mortgage Loan as of such date,
      (x)
      have a risk grading determined by the Originator at least equal to the risk
      grading assigned on the Deleted Mortgage Loan, (xi) have been underwritten
      or
      reunderwritten by the Originator in accordance with the same underwriting
      criteria and guidelines as the Deleted Mortgage Loan, (xii) be a first lien
      mortgage loan if the Deleted Mortgage Loan is a first lien mortgage loan and
      (xiii) conform to each representation and warranty set forth in Section 7.02
      of
      the Master Agreement or assigned to the Depositor pursuant to the Assignment
      Agreement applicable to the Deleted Mortgage Loan.  In the event that
      one or more mortgage loans are substituted for one or more Deleted Mortgage
      Loans, the amounts described in clause (i) hereof shall be determined on the
      basis of aggregate Stated Principal Balance, the Mortgage Rates described in
      clause (ii) hereof shall be satisfied for each such mortgage loan, the risk
      gradings described in clause (x) hereof shall be satisfied as to each such
      mortgage loan, the terms described in clause (vii) hereof shall be determined
      on
      the basis of weighted average remaining term to maturity (provided that no
      such
      mortgage loan may have a remaining term to maturity longer than the Deleted
      Mortgage Loan), the Loan-to-Value Ratios described in clause (ix) hereof shall
      be satisfied as to each such mortgage loan and, except to the extent otherwise
      provided in this sentence, the representations and warranties described in
      clause (xii) hereof must be satisfied as to each Qualified Substitute Mortgage
      Loan or in the aggregate, as the case may be.  With respect to the
      Originator, a mortgage loan substituted for a Deleted Mortgage Loan pursuant to
      the terms of the Master Agreement which must, on the date of such substitution
      conform to the terms set forth in the Master Agreement.

     

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

     

    “Realized
      Loss”: With respect to any Liquidated Mortgage Loan, the amount of loss realized
      equal to the portion of the Stated Principal Balance remaining unpaid after
      application of all Net Liquidation Proceeds in respect of such Mortgage
      Loan.  If the Servicer receives Subsequent Recoveries with respect to
      any Mortgage Loan, the amount of the Realized Loss with respect to that Mortgage
      Loan will be reduced to the extent such recoveries are applied to principal
      distributions on any Distribution Date.

     

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

     

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

     

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

     

    “Regular
      Certificate”: Any of the Floating Rate Certificates, Class X Certificates, Class
      C Certificates or Class P Certificates.

     

    “Reimbursement
      amount”:  As defined in Section 3.29.

     

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

     

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

     

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

     

    “REMIC
      1”: The segregated pool of assets subject hereto, constituting the primary trust
      created hereby and to be administered hereunder, with respect to which a REMIC
      election is to be made consisting of: (i) such Mortgage Loans as from time
      to
      time are subject to this Agreement, together with the Mortgage Files relating
      thereto, and together with all collections thereon and proceeds thereof, (ii)
      any REO Property, together with all collections thereon and proceeds thereof,
      (iii) the Trustee’s rights with respect to the Mortgage Loans under all
      insurance policies required to be maintained pursuant to this Agreement and
      any
      proceeds thereof, (iv) the Depositor’s rights under the Assignment Agreement
      (including any security interest created thereby) and (v) the Collection
      Account, the Distribution Account (subject to the last sentence of this
      definition) and any REO Account and such assets that are deposited therein
      from
      time to time and any investments thereof, together with any and all income,
      proceeds and payments with respect thereto.  Notwithstanding the
      foregoing, however, a REMIC election will not be made with respect to the Net
      WAC Rate Carryover Reserve Account, the Basis Risk Cap Agreement, the Interest
      Rate Cap Agreement, the Cap Account, the Cap Allocation Agreement, the Cap
      Trust, any Servicer Prepayment Charge Payment Amounts, the Swap Account, the
      Supplemental Interest Trust or the Interest Rate Swap Agreement.

     

    “REMIC
      1
      Group I Regular Interests”: REMIC 1 Regular Interest I and REMIC 1 Regular
      Interest I-1-A through REMIC 1 Regular Interest I-51-B as designated in the
      Preliminary Statement hereto.

     

    “REMIC
      1
      Group II Regular Interests”:  REMIC 1 Regular Interest II and REMIC 1
      Regular Interest II-1-A through REMIC 1 Regular Interest II-51-B as designated
      in the Preliminary Statement hereto.

     

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

     

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

     

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

     

    “REMIC
      2
      Marker Allocation Percentage”:  50% of any amount payable or loss
      attributable from the Mortgage Loans, which shall be allocated to REMIC 2
      Regular Interest LTAA, REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest
      LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC
      2 Regular Interest LTM1, REMIC 2 Regular Interest LTM1B, REMIC 2 Regular
      Interest LTM2, REMIC 2 Regular Interest LTM2B, REMIC 2 Regular Interest LTM3,
      REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular
      Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8,
      REMIC 2 Regular Interest LTM9, REMIC 2 Regular Interest LTZZ and REMIC 2 Regular
      Interest LTP.

    


    “REMIC
      2
      Overcollateralization Amount”: With respect to any date of determination, (i)
      0.50% of the aggregate Uncertificated Principal Balance of the REMIC 2 Regular
      Interests (other than REMIC 2 Regular Interest LTP), minus (ii) the aggregate
      Uncertificated Principal Balance of REMIC 2 Regular Interest LTIA1, REMIC 2
      Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular
      Interest LTIIA3, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM1B,
      REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM2B, REMIC 2 Regular
      Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5,
      REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular
      Interest LTM8 and REMIC 2 Regular Interest LTM9 in each case as of such date
      of
      determination.

    


    “REMIC
      2
      Overcollateralization Target Amount”: 0.50% of the Overcollateralization Target
      Amount.

     

    “REMIC
      2
      Principal Loss Allocation Amount”: With respect to any Distribution Date, an
      amount equal to the product of (i) 50% of the aggregate Stated Principal Balance
      of the Mortgage Loans and related REO Properties then outstanding and (ii)
      1
      minus a fraction, the numerator of which is two times the aggregate
      Uncertificated Principal Balance of REMIC 2 Regular Interest LTIA1, REMIC 2
      Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular
      Interest LTIIA3, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM1B,
      REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM2B, REMIC 2 Regular
      Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5,
      REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular
      Interest LTM8 and REMIC 2 Regular Interest LTM9, and the denominator of which
      is
      the aggregate Uncertificated Principal Balance of REMIC 2 Regular Interest
      LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC
      2
      Regular Interest LTIIA3, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest
      LTM1B, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM2B, REMIC
      2
      Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest
      LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2
      Regular Interest LTM8, REMIC 2 Regular Interest LTM9 and REMIC 2 Regular
      Interest LTZZ.

     

    “REMIC
      2
      Regular Interests”: One of the separate non-certificated beneficial ownership
      interests in REMIC 2 issued hereunder and designated as a Regular Interest
      in
      REMIC 2. Each REMIC 2 Regular Interest shall accrue interest at the related
      Uncertificated REMIC 2 Pass-Through Rate in effect from time to time, and shall
      be entitled to distributions of principal (other than REMIC 2 Regular Interest
      LTIO), subject to the terms and conditions hereof, in an aggregate amount equal
      to its initial Uncertificated Principal Balance as set forth in the Preliminary
      Statement hereto.  The following is a list of each of the REMIC 2
      Regular Interests:  REMIC 2 Regular Interest LTAA, REMIC 2 Regular
      Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular Interest
      LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest LTM1, REMIC
      2
      Regular Interest LTM1B, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest
      LTM2B, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC
      2
      Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest
      LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9, REMIC 2
      Regular Interest LTZZ, REMIC 2 Regular Interest LTP, REMIC 2 Regular Interest
      LTIO, REMIC 2 Regular Interest LT1SUB, REMIC 2 Regular Interest LT1GRP, REMIC
      2
      Regular Interest LT2SUB, REMIC 2 Regular Interest LT2GRP and REMIC 2 Regular
      Interest LTXX.

     

    “REMIC
      2
      Sub WAC Allocation Percentage”: 50% of any amount payable from or loss
      attributable to the Mortgage Loans, which shall be allocated to REMIC 2 Regular
      Interest LT1SUB, REMIC 2 Regular Interest LT1GRP, REMIC 2 Regular Interest
      LT2SUB, REMIC 2 Regular Interest LT2GRP and REMIC 2 Regular Interest
      LTXX.

     

    “REMIC
      2
      Subordinated Balance Ratio”: The ratio between the Uncertificated Balances of
      each REMIC 2 Regular Interest ending with the designation “SUB,” equal to the
      ratio between, with respect to each such REMIC 2 Regular Interest, the excess
      of
      (x) the aggregate Stated Principal Balance of the Mortgage Loans in the related
      Loan Group over (y) the current aggregate Certificate Principal Balance of
      Class
      A Certificates in the related Loan Group.

     

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

     

    “REMIC
      3
      Regular Interests”: One of the separate non-certificated beneficial ownership
      interests in REMIC 3 issued hereunder and designated as a Regular Interest
      in
      REMIC 3. Each REMIC 3 Regular Interest shall accrue interest at the related
      Uncertificated REMIC 3 Pass-Through Rate in effect from time to time, and shall
      be entitled to distributions of principal (other than REMIC 3 Regular Interest
      LTIO), subject to the terms and conditions hereof, in an aggregate amount equal
      to its initial Uncertificated Principal Balance as set forth in the Preliminary
      Statement hereto.  The following is a list of each of the REMIC 3
      Regular Interests:  REMIC 3 Regular Interest LTIA1, REMIC 3 Regular
      Interest LTIIA1, REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular Interest
      LTIIA3, REMIC 3 Regular Interest LTM1, REMIC 3 Regular Interest LTM1B, REMIC
      3
      Regular Interest LTM2, REMIC 3 Regular Interest LTM2B, REMIC 3 Regular Interest
      LTM3, REMIC 3 Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3
      Regular Interest LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest
      LTM8, REMIC 3 Regular Interest LTM9, REMIC 3 Regular Interest LTC, REMIC 3
      Regular Interest LTP and REMIC 3 Regular Interest LTIO.

     

    “REMIC
      4”:  The segregated pool of assets consisting of all of the REMIC 3
      Regular Interests and conveyed in trust to the Trustee, for the benefit of
      REMIC
      5, as holder of the REMIC 4 Regular Interests, and the Class R
      Certificateholders, as Holders of the Class R-4 Interest, pursuant to Article
      II
      hereunder, and all amounts deposited therein, with respect to which a separate
      REMIC election is to be made.

     

    “REMIC
      4
      Regular Interests”: One of the separate non-certificated beneficial ownership
      interests in REMIC 4 issued hereunder and designated as a Regular Interest
      in
      REMIC 4. Each REMIC 4 Regular Interest shall accrue interest at the related
      Uncertificated REMIC 4 Pass-Through Rate in effect from time to time, and shall
      be entitled to distributions of principal (other than REMIC 4 Regular Interest
      LTIO), subject to the terms and conditions hereof, in an aggregate amount equal
      to its initial Uncertificated Principal Balance as set forth in the Preliminary
      Statement hereto.  The following is a list of each of the REMIC 4
      Regular Interests:  REMIC 4 Regular Interest I-A-1, REMIC 4 Regular
      Interest II-A-1, REMIC 4 Regular Interest II-A-2, REMIC 4 Regular Interest
      II-A-3, REMIC 4 Regular Interest M-1, REMIC 4 Regular Interest M-1B, REMIC
      4
      Regular Interest M-2, REMIC 4 Regular Interest M-2B, REMIC 4 Regular Interest
      M-3, REMIC 4 Regular Interest M-4, REMIC 4 Regular Interest M-5, REMIC 4 Regular
      Interest M-6, REMIC 4 Regular Interest M-7, REMIC 4 Regular Interest M-8, REMIC
      4 Regular Interest M-9, REMIC 4 Regular Interest C, REMIC 4 Regular Interest
      P,
      REMIC 4 Regular Interest IO, REMIC 4 Regular Interest X-1, REMIC 4 Regular
      Interest X-2-A-1, REMIC 4 Regular Interest X-2-A-2, REMIC 4 Regular Interest
      X-2-A-3, REMIC 4 Regular Interest X-3-M-1 and REMIC 4 Regular Interest
      X-3-M-2.

     

    “REMIC
      5”: The segregated pool of assets consisting of all of the REMIC 4 Regular
      Interests conveyed in trust to the Trustee, for the benefit of the Holders
      of
      the Regular Certificates (other than the Class C Certificates and Class P
      Certificates), the Class C Interest, the Class P Interest, the Class IO Interest
      and the Class R Certificates (in respect of the Class R-5 Interest), pursuant
      to
      Article II hereunder, and all amounts deposited therein, with respect to which
      a
      separate REMIC election is to be made.

     

    “REMIC
      5
      Regular Interest”:  The Class C Interest, Class P Interest, Class IO
      Interest and any “regular interest” in REMIC 5 the ownership of which is
      represented by a Regular Certificate.

     

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

     

    “REMIC
      7”: The segregated pool of assets consisting of the Class P Interest conveyed
      in
      trust to the Trustee, for the benefit of the Holders of the Class P Certificates
      and the Class R-X Certificates (in respect of the Class R-7 Interest), pursuant
      to Article II hereunder, and all amounts deposited therein, with respect to
      which a separate REMIC election is to be made.

     

    “REMIC
      8”: The segregated pool of assets consisting of the SWAP IO Interest conveyed
      in
      trust to the Trustee, for the benefit of the Holders of the REMIC 8 Regular
      Interest Class IO and the Class R-X Certificates (in respect of the Class R-8
      Interest), pursuant to Article II hereunder, and all amounts deposited therein,
      with respect to which a separate REMIC election is to be made.

     

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

     

    “REMIC
      Regular Interests”:  The REMIC 1 Regular Interests, the REMIC 2
      Regular Interests, the REMIC 3 Regular Interests, the REMIC 4 Regular Interests
      and the REMIC 5 Regular Interests.

     

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

     

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

     

    “REO
      Account”: The account or accounts maintained by the Servicer in respect of an
      REO Property pursuant to Section 3.23.

     

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

     

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

     

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

     

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

     

    “Reportable
      Event”: The meaning set forth in Section 4.05(c)(i).

     

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

     

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

     

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

     

    “Residual
      Certificate”:  The Class R Certificates and the Class R-X
      Certificates.

     

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

     

    “Responsible
      Officer”: When used with respect to the Trustee, any director, any vice
      president, any assistant vice president, the Secretary, any assistant secretary,
      the Treasurer, any assistant treasurer or any other officer of the Trustee
      customarily performing functions similar to those performed by any of the above
      designated officers and, with respect to a particular matter, to whom such
      matter is referred because of such officer’s knowledge of and familiarity with
      the particular subject.

     

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

     

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

     

    “Sarbanes-Oxley
      Certification”: A written certification signed by an officer of the Depositor
      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 Depositor, 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 Depositor and
      the
      Seller following a negotiation in good faith to determine how to comply with
      any
      such new requirements.

     

    “SEC”:  Securities
      and Exchange Commission.

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Servicing
      Advance Reimbursement Amount”:  As defined in Section
      3.29.

     

    “Servicing
      Advances”: All customary, reasonable and necessary “out of pocket” costs and
      expenses (including reasonable attorneys’ fees and expenses) incurred by the
      Servicer in the performance of its servicing obligations, including, but not
      limited to, the cost of (i) the preservation, restoration, inspection and
      protection of the Mortgaged Property, (ii) any enforcement or judicial
      proceedings, including foreclosures, (iii) the management and liquidation of
      the
      REO Property, (iv) obtaining broker price opinions, (v) locating missing
      Mortgage Loan documents and (vi) compliance with the obligations under Sections
      3.01, 3.09, 3.14, 3.16, and 3.23.  Servicing Advances also include any
      reasonable “out-of-pocket” costs and expenses (including legal fees) incurred by
      the Servicer in connection with executing and recording instruments of
      satisfaction, deeds of reconveyance or Assignments of Mortgage in connection
      with any foreclosure in respect of any Mortgage Loan to the extent not recovered
      from the related Mortgagor or otherwise payable under this
      Agreement.  The Servicer shall not be required to make any Servicing
      Advance that would be a Nonrecoverable Advance.

     

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

     

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

     

    “Servicing
      Fee Rate”: 0.30% per annum for the
      first 10 Due Periods; 0.40% per annum for Due Periods 11 through 30; and 0.65%
      per annum for Due Period 31 and thereafter.

     

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

     

    “Servicing
      Rights Pledgee”:  One or more lenders, selected by the Servicer, to
      which the Servicer may pledge and assign all of its right, title and interest
      in, to and under this Agreement.

     

    “Servicing
      Standard”:  As defined in Section 3.01.

     

    “Servicing
      Transfer Costs”: Shall mean all reasonable costs and expenses incurred by the
      Trustee in connection with the transfer of servicing from a predecessor
      servicer, including, without limitation, any reasonable costs or expenses
      associated with the complete transfer of all servicing data and the completion,
      correction or manipulation of such servicing data as may be required by the
      Trustee to correct any errors or insufficiencies in the servicing data or
      otherwise to enable the Trustee (or any successor servicer appointed pursuant
      to
      Section 7.02) to service the Mortgage Loans properly and
      effectively.

     

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

     

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

     

    “Stepdown
      Date”: The earlier to occur of (i) the Distribution Date following the
      Distribution Date on which the aggregate Certificate Principal Balance of the
      Class A Certificates has been reduced to zero and (ii) the later to occur of
      (x)
      the Distribution Date occurring in November 2010 and (y) the first Distribution
      Date on which the Credit Enhancement Percentage (calculated for this purpose
      only after taking into account payments of principal on the Mortgage Loans
      but
      prior to distribution of the Group I Principal Distribution Amount and the
      Group
      II Principal Distribution Amount to the Certificates then entitled to
      distributions of principal on such Distribution Date) is equal to or greater
      than 53.80%.

     

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

     

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

     

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

     

    “Subsequent
      Recoveries”: As of any Distribution Date, amounts received by the Servicer (net
      of any related expenses permitted to be reimbursed pursuant to Section 3.11)
      specifically related to a Mortgage Loan that was the subject of a liquidation
      or
      an REO Disposition prior to the related Prepayment Period that resulted in
      a
      Realized Loss.

     

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

     

    “Supplemental
      Interest Trust”:  As defined in Section 4.09(a).

     

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

     

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

     

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

     

    “Swap
      Interest Shortfall Amount”: Any shortfall of interest with respect to any Class
      of Certificates resulting from the application of the Net WAC Rate due to a
      discrepancy between the Notional Amount of REMIC 8 Regular Interest SWAP IO
      and
      the scheduled notional amount pursuant to the Interest Rate Swap
      Agreement.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (i)  the
      Delinquency Percentage exceeds 29.73% of the Credit Enhancement Percentage;
      or

     

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

     

    
      	
              
                Distribution
                  Date Occurring
                  In

              

            	
              
                Percentage

              

            
	
              November
                2009 - October
                2010

            	
              1.70%
                for the first month, plus an
                additional 1/12th
                of 2.15% for each
                month
                thereafter.

            
	
              November
                2010 - October
                2011

            	
              3.85%
                for the first month, plus an
                additional 1/12th
                of 2.25% for each
                month
                thereafter.

            
	
              November
                2011 - October
                2012

            	
              6.10%
                for the first month, plus an
                additional 1/12th
                of 1.85% for each
                month
                thereafter.

            
	
              November
                2012 - October
                2013

            	
              7.95%
                for the first month, plus an
                additional 1/12th
                of 1.05% for each
                month
                thereafter.

            
	
              November
                2013 - October
                2014

            	
              9.00%
                for the first month, plus an
                additional 1/12th
                of 0.15% for each
                month
                thereafter.

            
	
              November
                2014 and
                thereafter

            	
              9.15%.

            


    

    


    “Trust”:  Soundview
      Home Loan Trust 2007-OPT5, the trust created hereunder.

     

    “Trust
      Fund”:  All of the assets of the Trust, which is the trust created
      hereunder consisting of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC
      6,
      REMIC 7, REMIC 8, any Servicer Prepayment Charge Payment Amounts, the Net WAC
      Rate Carryover Reserve Account, the Swap Account, the Supplemental Interest
      Trust, the Interest Rate Swap Agreement, the Basis Risk Cap Agreement, the
      Interest Rate Cap Agreement, the Cap Allocation Agreement, the Cap Account
      and
      the Cap Trust.

     

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

     

    “Trustee
      Compensation”:  The Trustee Compensation shall be all income earned on
      amounts on deposit in the Distribution Account.

     

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

     

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

     

    “Uncertificated
      REMIC Pass-Through Rate”:  The Uncertificated REMIC 1 Pass-Through
      Rate, the Uncertificated REMIC 2 Pass-Through Rate, the Uncertificated REMIC
      3
      Pass-Through Rate or the Uncertificated REMIC 4 Pass-Through Rate, as
      applicable.

     

    “Uncertificated
      REMIC 1 Pass-Through Rate”:  With respect to REMIC 1 Regular Interest
      I and each Distribution Date, a per annum rate equal to the weighted average
      Adjusted Net Mortgage Rate of the Group I Mortgage Loans.  With
      respect to each REMIC 1 Group I Regular Interest ending with the designation
      “A”, a per annum rate equal to the weighted average Adjusted Net Mortgage Rate
      of the Group I Mortgage Loans multiplied by 2, subject to a maximum rate of
      9.900%.  With respect to each REMIC 1 Group I Regular Interest ending
      with the designation “B”, the greater of (x) a per annum rate equal to the
      excess, if any, of (i) 2 multiplied by the weighted average Adjusted Net
      Mortgage Rate of the Group I Mortgage Loans over (ii) 9.900% and (y)
      0.00%.

     

    With
      respect to REMIC 1 Regular Interest II and each Distribution Date, a per annum
      rate equal to the weighted average Adjusted Net Mortgage Rate of the Group
      II
      Mortgage Loans.  With respect to each REMIC 1 Group II Regular
      Interest ending with the designation “A”, a per annum rate equal to the weighted
      average Adjusted Net Mortgage Rate of the Group II Mortgage Loans multiplied
      by
      2, subject to a maximum rate of 9.900%.  With respect to each REMIC 1
      Group II Regular Interest ending with the designation “B”, the greater of (x) a
      per annum rate equal to the excess, if any, of (i) 2 multiplied by the weighted
      average Adjusted Net Mortgage Rate of the Group II Mortgage Loans over (ii)
      9.900% and (y) 0.00%.

     

    “Uncertificated
      REMIC 2 Pass-Through Rate”:  With respect to REMIC 2 Regular Interest
      LTAA, REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC
      2
      Regular Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular
      Interest LTM1, REMIC 2 Regular Interest LTM1B, REMIC 2 Regular Interest LTM2,
      REMIC 2 Regular Interest LTM2B, REMIC 2 Regular Interest LTM3, REMIC 2 Regular
      Interest LTM4, REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6,
      REMIC 2 Regular Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular
      Interest LTM9, REMIC 2 Regular Interest LTZZ, REMIC 2 Regular Interest LTP,
      REMIC 2 Regular Interest LT1SUB, REMIC 2 Regular Interest LT2SUB and REMIC
      2
      Regular Interest LTXX, a per annum rate (but not less than zero) equal to the
      weighted average of (v) with respect to REMIC 1 Regular Interest I, REMIC 1
      Regular Interest II and REMIC 1 Regular Interest P, the Uncertificated REMIC
      1
      Pass-Through Rates for each such REMIC 1 Regular Interests for each such
      Distribution Date, (w) with respect to REMIC 1 Regular Interests ending with
      the
      designation “B”, the weighted average of the Uncertificated REMIC 1 Pass-Through
      Rates for such REMIC 1 Regular Interests, weighted on the basis of the
      Uncertificated Principal Balance of such REMIC 1 Regular Interests for each
      such
      Distribution Date and (x) with respect to REMIC 1 Regular Interests ending
      with
      the designation “A”, for each Distribution Date listed below, the weighted
      average of the rates listed below for each such REMIC 1 Regular Interest listed
      below, weighted on the basis of the Uncertificated Principal Balance of each
      such REMIC 1 Regular Interest for each such Distribution Date:

     

    
      	
              
                Distribution
                  Date

              

            	
              
                REMIC
                  1 Regular Interest

              

            	
              
                Rate

              

            
	
              1st
                through
                9th

            	
              I-1-A
                through I-51-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-51-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              10

            	
              I-1-A
                through I-51-A

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

            
	 	
              II-1-A
                through II-51-A

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

            
	
              11

            	
              I-2-A
                through I-51-A

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

            
	 	
              II-2-A
                through II-51-A

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

            
	 	
              I-1-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              12

            	
              I-3-A
                through I-51-A

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

            
	 	
              II-3-A
                through II-51-A

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

            
	 	
              I-1-A
                and I-2-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                and II-2-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              13

            	
              I-4-A
                through I-51-A

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

            
	 	
              II-4-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-3-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-3-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              14

            	
              I-5-A
                through I-51-A

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

            
	 	
              II-5-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-4-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-4-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              15

            	
              I-6-A
                through I-51-A

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

            
	 	
              II-6-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-5-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-5-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              16

            	
              I-7-A
                through I-51-A

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

            
	 	
              II-7-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-6-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-6-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              17

            	
              I-8-A
                through I-51-A

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

            
	 	
              II-8-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-7-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-7-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              18

            	
              I-9-A
                through I-51-A

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

            
	 	
              II-9-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-8-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-8-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              19

            	
              I-10-A
                through I-51-A

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

            
	 	
              II-10-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-9-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-9-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              20

            	
              I-11-A
                through I-51-A

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

            
	 	
              II-11-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-10-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-10-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              21

            	
              I-12-A
                through I-51-A

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

            
	 	
              II-12-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-11-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-11-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              22

            	
              I-13-A
                through I-51-A

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

            
	 	
              II-13-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-12-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-12-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              23

            	
              I-14-A
                through I-51-A

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

            
	 	
              II-14-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-13-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-13-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              24

            	
              I-15-A
                through I-51-A

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

            
	 	
              II-15-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-14-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-14-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              25

            	
              I-16-A
                through I-51-A

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

            
	 	
              II-16-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-15-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-15-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              26

            	
              I-17-A
                through I-51-A

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

            
	 	
              II-17-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-16-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-16-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              27

            	
              I-18-A
                through I-51-A

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

            
	 	
              II-18-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-17-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-17-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              28

            	
              I-19-A
                through I-51-A

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

            
	 	
              II-19-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-18-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-18-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              29

            	
              I-20-A
                through I-51-A

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

            
	 	
              II-20-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-19-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-19-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              30

            	
              I-21-A
                through I-51-A

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

            
	 	
              II-21-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-20-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-20-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              31

            	
              I-22-A
                through I-51-A

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

            
	 	
              II-22-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-21-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-21-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              32

            	
              I-23-A
                through I-51-A

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

            
	 	
              II-23-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-22-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-22-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              33

            	
              I-24-A
                through I-51-A

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

            
	 	
              II-24-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-23-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-23-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              34

            	
              I-25-A
                through I-51-A

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

            
	 	
              II-25-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-24-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-24-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              35

            	
              I-26-A
                through I-51-A

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

            
	 	
              II-26-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-25-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-25-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              36

            	
              I-27-A
                through I-51-A

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

            
	 	
              II-27-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-26-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-26-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              37

            	
              I-28-A
                through I-51-A

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

            
	 	
              II-28-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-27-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-27-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              38

            	
              I-29-A
                through I-51-A

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

            
	 	
              II-29-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-28-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-28-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              39

            	
              I-30-A
                through I-51-A

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

            
	 	
              II-30-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-29-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-29-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              40

            	
              I-31-A
                through I-51-A

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

            
	 	
              II-31-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-30-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-30-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              41

            	
              I-32-A
                through I-51-A

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

            
	 	
              II-32-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-31-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-31-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              42

            	
              I-33-A
                through I-51-A

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

            
	 	
              II-33-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-32-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-32-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              43

            	
              I-34-A
                through I-51-A

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

            
	 	
              II-34-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-33-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-33-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              44

            	
              I-35-A
                through I-51-A

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

            
	 	
              II-35-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-34-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-34-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              45

            	
              I-36-A
                through I-51-A

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

            
	 	
              II-36-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-35-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-35-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              46

            	
              I-37-A
                through I-51-A

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

            
	 	
              II-37-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-36-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-36-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              47

            	
              I-38-A
                through I-51-A

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

            
	 	
              II-38-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-37-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-37-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              48

            	
              I-39-A
                through I-51-A

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

            
	 	
              II-39-A
                through  II-51-A

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

            
	 	
              I-1-A
                through I-38-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-38-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              49

            	
              I-40-A
                through I-51-A

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

            
	 	
              II-40-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-39-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-39-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              50

            	
              I-41-A
                through I-51-A

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

            
	 	
              II-41-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-40-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-40-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              51

            	
              I-42-A
                through I-51-A

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

            
	 	
              II-42-A
                through II-41-A

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

            
	 	
              I-1-A
                through I-41-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-21-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              52

            	
              I-43-A
                through I-51-A

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

            
	 	
              II-43-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-42-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-42-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              53

            	
              I-44-A
                through I-51-A

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

            
	 	
              II-44-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-43-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-43-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              54

            	
              I-45-A
                through I-51-A

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

            
	 	
              II-45-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-44-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-44-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              55

            	
              I-46-A
                through I-51-A

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

            
	 	
              II-46-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-45-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-45-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              56

            	
              I-47-A
                through I-51-A

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

            
	 	
              II-47-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-46-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-46-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              57

            	
              I-48-A
                through I-51-A

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

            
	 	
              II-48-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-47-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-47-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              58

            	
              I-49-A
                through I-51-A

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

            
	 	
              II-49-A
                through II-51-A

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

            
	 	
              I-1-A
                through I-48-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-48-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              59

            	
              I-50-A
                and I-51-A

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

            
	 	
              II-50-A
                and II-51-A

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

            
	 	
              I-1-A
                through I-49-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-49-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              60

            	
              I-51-A

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

            
	 	
              II-51-A

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

            
	 	
              I-1-A
                through I-50-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-50-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	
              thereafter

            	
              I-1-A
                through I-51-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	
              II-1-A
                through II-51-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            


    

    


     

    With
      respect to REMIC 2 Regular Interest LT1GRP, a per annum rate (but not less
      than
      zero) equal to the weighted average of: (w) with respect to REMIC 1 Regular
      Interest I, the Uncertificated REMIC 1 Pass-Through Rates for such REMIC 1
      Regular Interests for each such Distribution Date, (x) with respect to REMIC
      1
      Group I Regular Interests ending with the designation “B”, the weighted average
      of the Uncertificated REMIC 1 Pass-Through Rates for such REMIC 1 Regular
      Interests, weighted on the basis of the Uncertificated Principal Balance of
      such
      REMIC 1 Regular Interests for each such Distribution Date and (y) with respect
      to REMIC 1 Group I Regular Interests ending with the designation “A”, for each
      Distribution Date listed below, the weighted average of the rates listed below
      for each such REMIC 1 Regular Interest listed below, weighted on the basis
      of
      the Uncertificated Principal Balance of each such REMIC 1 Regular Interest
      for
      each such Distribution Date:

     

    
      	
              
                Distribution
                  Date

              

            	
              
                REMIC
                  1 Regular Interest

              

            	
              
                Rate

              

            
	
              1st
                through
                9th

            	
              I-1-A
                through I-51-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              10

            	
              I-1-A
                through I-51-A

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

            
	 	 	 
	
              11

            	
              I-2-A
                through I-51-A

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

            
	 	
              I-1-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              12

            	
              I-3-A
                through I-51-A

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

            
	 	
              I-1-A
                and I-2-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              13

            	
              I-4-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-3-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              14

            	
              I-5-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-4-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              15

            	
              I-6-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-5-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              16

            	
              I-7-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-6-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              17

            	
              I-8-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-7-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              18

            	
              I-9-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-8-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              18

            	
              I-10-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-9-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              20

            	
              I-11-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-10-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              21

            	
              I-12-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-11-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              22

            	
              I-13-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-12-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              23

            	
              I-14-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-13-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              24

            	
              I-15-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-14-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              25

            	
              I-16-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-15-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              26

            	
              I-17-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-16-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              27

            	
              I-18-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-17-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              28

            	
              I-19-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-18-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              29

            	
              I-20-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-19-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              30

            	
              I-21-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-20-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              31

            	
              I-22-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-21-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              32

            	
              I-23-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-22-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              33

            	
              I-24-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-23-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              34

            	
              I-25-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-24-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              35

            	
              I-26-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-25-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              36

            	
              I-27-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-26-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              37

            	
              I-28-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-27-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              38

            	
              I-29-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-28-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              39

            	
              I-30-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-29-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              40

            	
              I-31-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-30-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              41

            	
              I-32-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-31-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              42

            	
              I-33-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-32-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              43

            	
              I-34-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-33-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              44

            	
              I-35-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-34-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              45

            	
              I-36-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-35-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              46

            	
              I-37-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-36-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              47

            	
              I-38-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-37-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              48

            	
              I-39-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-38-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              49

            	
              I-40-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-39-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              50

            	
              I-41-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-40-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              51

            	
              I-42-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-41-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              52

            	
              I-43-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-42-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              53

            	
              I-44-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-43-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              54

            	
              I-45-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-44-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              55

            	
              I-46-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-45-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              56

            	
              I-47-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-46-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              57

            	
              I-48-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-47-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              58

            	
              I-49-A
                through I-51-A

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

            
	 	
              I-1-A
                through I-48-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              59

            	
              I-50-A
                and I-51-A

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

            
	 	
              I-1-A
                through I-49-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              60

            	
              I-51-A

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

            
	 	
              I-1-A
                through I-50-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              thereafter

            	
              I-1-A
                through I-51-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            


    

    


     

    With
      respect to REMIC 2 Regular Interest LT2GRP, a per annum rate (but not less
      than
      zero) equal to the weighted average of: (w) with respect to REMIC 1 Regular
      Interest II, the Uncertificated REMIC 1 Pass-Through Rates for such REMIC 1
      Regular Interests for each such Distribution Date, (x) with respect to REMIC
      1
      Group II Regular Interests ending with the designation “B”, the weighted average
      of the Uncertificated REMIC 1 Pass-Through Rates for such REMIC 1 Regular
      Interests, weighted on the basis of the Uncertificated Principal Balance of
      such
      REMIC 1 Regular Interests for each such Distribution Date and (y) with respect
      to REMIC 1 Group II Regular Interests ending with the designation “A”, for each
      Distribution Date listed below, the weighted average of the rates listed below
      for each such REMIC 1 Regular Interest listed below, weighted on the basis
      of
      the Uncertificated Principal Balance of each such REMIC 1 Regular Interest
      for
      each such Distribution Date:

     

    
      	
              
                Distribution
                  Date

              

            	
              
                REMIC
                  1 Regular Interest

              

            	
              
                Rate

              

            
	
              1st
                through
                9th

            	
              II-1-A
                through II-51-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              10

            	
              II-1-A
                through II-51-A

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

            
	 	 	 
	
              11

            	
              II-2-A
                through II-51-A

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

            
	 	
              II-1-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              12

            	
              II-3-A
                through II-51-A

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

            
	 	
              II-1-A
                and II-2-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              13

            	
              II-4-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-3-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              14

            	
              II-5-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-4-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              15

            	
              II-6-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-5-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              16

            	
              II-7-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-6-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              17

            	
              II-8-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-7-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              18

            	
              II-9-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-8-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              18

            	
              II-10-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-9-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              20

            	
              II-11-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-10-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              21

            	
              II-12-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-11-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              22

            	
              II-13-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-12-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              23

            	
              II-14-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-13-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              24

            	
              II-15-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-14-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              25

            	
              II-16-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-15-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              26

            	
              II-17-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-16-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              27

            	
              II-18-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-17-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              28

            	
              II-19-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-18-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              29

            	
              II-20-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-19-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              30

            	
              II-21-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-20-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              31

            	
              II-22-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-21-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              32

            	
              II-23-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-22-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              33

            	
              II-24-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-23-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              34

            	
              II-25-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-24-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              35

            	
              II-26-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-25-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              36

            	
              II-27-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-26-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              37

            	
              II-28-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-27-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              38

            	
              II-29-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-28-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              39

            	
              II-30-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-29-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              40

            	
              II-31-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-30-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              41

            	
              II-32-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-31-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              42

            	
              II-33-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-32-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              43

            	
              II-34-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-33-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              44

            	
              II-35-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-34-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              45

            	
              II-36-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-35-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              46

            	
              II-37-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-36-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              47

            	
              II-38-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-37-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              48

            	
              II-39-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-38-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              49

            	
              II-40-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-39-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              50

            	
              II-41-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-40-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              51

            	
              II-42-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-41-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              52

            	
              II-43-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-42-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              53

            	
              II-44-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-43-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              54

            	
              II-45-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-44-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              55

            	
              II-46-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-45-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              56

            	
              II-47-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-46-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              57

            	
              II-48-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-47-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              58

            	
              II-49-A
                through II-51-A

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

            
	 	
              II-1-A
                through II-48-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              59

            	
              II-50-A
                and II-51-A

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

            
	 	
              II-1-A
                through II-49-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              60

            	
              II-51-A

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

            
	 	
              II-1-A
                through II-50-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            
	 	 	 
	
              thereafter

            	
              II-1-A
                through II-51-A

            	
              Uncertificated
                REMIC 1 Pass-Through Rate

            


    

    


     

    With
      respect to REMIC 2 Regular Interest LTIO, and (a) the first 9 Distribution
      Dates, the excess of (i) the weighted average of the Uncertificated REMIC 1
      Pass-Through Rates for REMIC 1 Regular Interests ending with the designation
“A”
over (ii) the weighted average of the Uncertificated REMIC 1 Pass-Through Rates
      for REMIC 1 Regular Interests ending with the designation “A”, and (b) the
      10th
      Distribution Date through the 60th Distribution Date, the excess of (i) the
      weighted average of the Uncertificated REMIC 1 Pass-Through Rates for REMIC
      1
      Regular Interests ending with the designation “A” over (ii) 2 multiplied by Swap
      LIBOR, and (c) thereafter 0.00%.

     

    “Uncertificated
      REMIC 3 Base Rate”: With respect to the REMIC 3 Regular Interests and any
      Distribution Date, the sum of (i) Libor plus (ii) the Certificate Margin for
      the
      Corresponding Certificate plus (iii) 0.680% (for REMIC 3 Regular Interest
      LTIA1), 0.780% (for REMIC 3 Regular Interest LTIIA1), 0.630% (for REMIC 3
      Regular Interest LTIIA2), 0.280% (for REMIC 3 Regular Interest LTIIA3), 0.850%
      (for REMIC 3 Regular Interest LTM1) or 0.350% (for REMIC 3 Regular Interest
      LTM2).

     

    “Uncertificated
      REMIC 3 Pass-Through Rate”: With respect to the REMIC 3 Regular Interests (other
      than REMIC 3 Regular Interest LTC, REMIC 3 Regular Interest LTP and REMIC 3
      Regular Interest LTIO) and any Distribution Date, the lesser of the
      Uncertificated REMIC 3 Base Rate and (b) the related Net WAC Rate for such
      Distribution Date.

     

    With
      respect to the REMIC 3 Regular Interest LTC and any Distribution Date, a per
      annum rate equal to the percentage equivalent of a fraction, the numerator
      of
      which is (x) the sum of (i) 100% of the interest on REMIC 2 Regular Interest
      LTP
      and (ii) interest on the Uncertificated Balance of each REMIC 2 Regular Interest
      listed in clause (y) at a rate equal to the related Uncertificated REMIC 2
      Pass-Through Rate minus the Marker Rate and the denominator of which is (y)
      the
      aggregate Uncertificated Principal Balance of REMIC 2 Regular Interests LTAA,
      LTIA1, LTIIA1, LTIIA2, LTIIA3, LTM1, LTM1B, LTM2, LTM2B, LTM3, LTM4, LTM5,
      LTM6,
      LTM7, LTM8, LTM9 and LTZZ.

     

    REMIC
      3
      Regular Interest LTP will not accrue interest and therefore will not have an
      Uncertificated REMIC 3 Pass-Through Rate.

     

    REMIC
      3
      Regular Interest LTIO shall not have an Uncertificated REMIC 3 Pass-Through
      Rate, but interest for such Regular Interest and each Distribution Date shall
      be
      an amount equal to 100% of the amounts distributable to REMIC 2 Regular Interest
      LTIO.

     

    “Uncertificated
      REMIC 4 Pass-Through Rate”: With respect to the REMIC 4 Regular Interests (other
      than REMIC 4 Regular Interest C, REMIC 4 Regular Interest P,  REMIC 4
      Regular Interest IO, REMIC 4 Regular Interest X-1, REMIC 4 Regular Interest
      X-2-A-1,  REMIC 4 Regular Interest X-2-A-2, REMIC 4 Regular Interest
      X-2-A-3, REMIC 4 Regular Interest X-3-M-1 and REMIC 4 Regular Interest X-3-M-2)
      and any Distribution Date, the Pass-Through Rate for the Corresponding
      Certificate.

     

    With
      respect to the REMIC 4 Regular Interest C and any Distribution Date, 100% of
      the
      interest received in respect of REMIC 3 Regular Interest LTC.

     

    REMIC
      4
      Regular Interest P will not accrue interest and therefore will not have an
      Uncertificated REMIC 4 Pass-Through Rate.

     

    With
      respect to the REMIC 4 Regular Interest IO and any Distribution Date, 100%
      of
      the interest received in respect of REMIC 3 Regular Interest LTIO.

     

    With
      respect to REMIC 4 Regular Interest X-1 and any Distribution Date, a per annum
      rate equal to 0.680%.

     

    With
      respect to REMIC 4 Regular Interest X-2-A-1 and any Distribution Date, a per
      annum rate equal 0.780%.

     

    With
      respect to REMIC 4 Regular Interest X-2-A-2 and any Distribution Date, a per
      annum rate equal 0.630%.

     

    With
      respect to REMIC 4 Regular Interest X-2-A-3 and any Distribution Date, a per
      annum rate equal 0.280%.

     

    With
      respect to REMIC 4 Regular Interest X-3-M-1 and any Distribution Date, a per
      annum rate equal 0.850%.

     

    With
      respect to REMIC 4 Regular Interest X-3-M-2 and any Distribution Date, a per
      annum rate equal 0.350%.

     

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

     

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

     

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

     

    “Value”:
      With respect to any Mortgaged Property, the lesser of (i) the value thereof
      as
      determined by an appraisal made for the originator of the Mortgage Loan at
      the
      time of origination of the Mortgage Loan by an appraiser who met the minimum
      requirements of Fannie Mae and Freddie Mac and (ii) if applicable, the purchase
      price paid for the related Mortgaged Property by the Mortgagor with the proceeds
      of the Mortgage Loan.

     

    “Voting
      Rights”: The portion of the voting rights of all of the Certificates which is
      allocated to any Certificate. At all times the Floating Rate Certificates and
      the Class C Certificates shall have 97% of the Voting Rights (allocated among
      the Holders of the Floating Rate Certificates and the Class C Certificates
      in
      proportion to the then outstanding Certificate Principal Balances of their
      respective Certificates), the Class X Certificates shall have 1% of the Voting
      Rights, the Class P Certificates shall have 1% of the Voting Rights and the
      Residual Certificates shall have 1% of the Voting Rights. The Voting Rights
      allocated to any Class of Certificates (other than the Class P Certificates
      and
      the Residual Certificates) shall be allocated among all Holders of each such
      Class in proportion to the outstanding Certificate Principal Balance of such
      Certificates, and the Voting Rights allocated to the Class P Certificates and
      the Residual Certificates shall be allocated among all Holders of each such
      Class in proportion to such Holders’ respective Percentage Interest; provided,
      however that when none of the Regular Certificates are outstanding, 100% of
      the
      Voting Rights shall be allocated among Holders of the Residual Certificates
      in
      accordance with such Holders’ respective Percentage Interests in the
      Certificates of such Class.

     

    
      	
              SECTION
                1.02  

            	
              Accounting.

            


    

     

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

     

    
      	
              SECTION
                1.03  

            	
              Allocation
                of Certain Interest Shortfalls.

            


    

     

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

     

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

     

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

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC 2 Regular Interests for any Distribution Date:

     

    (a)  The
      REMIC
      2 Marker Allocation Percentage of the aggregate amount of any Net Prepayment
      Interest Shortfalls and the REMIC 2 Marker Allocation Percentage of any Relief
      Act Interest Shortfalls incurred in respect of the Mortgage Loans for any
      Distribution Date shall be allocated among REMIC 2 Regular Interest LTAA, REMIC
      2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
      Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest
      LTM1,
      REMIC 2 Regular Interest LTM1B, REMIC 2 Regular Interest LTM2, REMIC 2 Regular
      Interest LTM2B, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4,
      REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular
      Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9
      and
      REMIC 2 Regular Interest LTZZ pro rata based on, and to the extent of,
      one month’s interest at the then applicable respective Uncertificated REMIC 2
      Pass-Through Rate on the respective Uncertificated Principal Balance of each
      such REMIC 2 Regular Interest; and

     

    (b)  The
      REMIC
      2 Sub WAC Allocation Percentage of the aggregate amount of any Net Prepayment
      Interest Shortfalls and the REMIC 2 Marker Allocation Percentage of any Relief
      Act Interest Shortfalls incurred in respect of the Mortgage Loans for any
      Distribution Date shall be allocated first, to Uncertificated Accrued Interest
      payable to the REMIC 2 Regular Interest LT1SUB, REMIC 2 Regular Interest LT1GRP,
      REMIC 2 Regular Interest LT2SUB, REMIC 2 Regular Interest LT2GRP and REMIC
      2
      Regular Interest LTXX, pro rata based on, and to the extent of, one
      month’s interest at the then applicable respective Uncertificated REMIC 2
      Pass-Through Rate on the respective Uncertificated Principal Balance of each
      such REMIC 2 Regular Interest.

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC 3 Regular Interests for any Distribution Date, the aggregate amount of
      any
      Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls
      incurred in respect of the Mortgage Loans for any Distribution Date shall be
      allocated among REMIC 3 Regular Interest LTIA1, REMIC 3 Regular Interest LTIIA1,
      REMIC 3 Regular Interest LTIIA2, REMIC 3 Regular Interest LTIIA3, REMIC 3
      Regular Interest LTM1, REMIC 3 Regular Interest LTM1B, REMIC 3 Regular Interest
      LTM2, REMIC 3 Regular Interest LTM2B, REMIC 3 Regular Interest LTM3, REMIC
      3
      Regular Interest LTM4, REMIC 3 Regular Interest LTM5, REMIC 3 Regular Interest
      LTM6, REMIC 3 Regular Interest LTM7, REMIC 3 Regular Interest LTM8, REMIC 3
      Regular Interest LTM9 and REMIC 3 Regular Interest LTC pro rata based on, and
      to
      the extent of, one month’s interest at the then applicable respective
      Uncertificated REMIC 3 Pass-Through Rate on the respective Uncertificated
      Principal Balance of each such REMIC 3 Regular Interest.

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC 4 Regular Interests for any Distribution Date, the aggregate amount of
      any
      Net Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls
      incurred in respect of the Mortgage Loans for any Distribution Date shall be
      allocated among REMIC 4 Regular Interest I-A-1, REMIC 4 Regular Interest II-A-1,
      REMIC 4 Regular Interest II-A-2, REMIC 4 Regular Interest II-A-3, REMIC 4
      Regular Interest M-1, REMIC 4 Regular Interest M-1B, REMIC 4 Regular Interest
      M-2, REMIC 4 Regular Interest M-2B, REMIC 4 Regular Interest M-3, REMIC 4
      Regular Interest M-4, REMIC 4 Regular Interest M-5, REMIC 4 Regular Interest
      M-6, REMIC 4 Regular Interest M-7, REMIC 4 Regular Interest M-8, REMIC 4 Regular
      Interest M-9, REMIC 4 Regular Interest C, REMIC 4 Regular Interest P, REMIC
      4
      Regular Interest IO, REMIC 4 Regular Interest X-1, REMIC 4 Regular Interest
      X-2-A-1, REMIC 4 Regular Interest X-2-A-2, REMIC 4 Regular Interest X-2-A-3,
      REMIC 4 Regular Interest X-3-M-1 and REMIC 4 Regular Interest X-3-M-2, pro
      rata
      based on, and to the extent of, one month’s interest at the then applicable
      respective Uncertificated REMIC 4 Pass-Through Rate on the respective
      Uncertificated Principal Balance of each such REMIC 4 Regular
      Interest.

     

    For
      the
      purpose of calculating the amount of Uncertificated Accrued Interest for the
      Class C Interest for any Distribution Date, the aggregate amount of any Net
      Prepayment Interest Shortfalls and any Relief Act Interest Shortfalls allocated
      to the Class C Certificates shall be allocated to the Class C
      Interest.

     

    For
      the
      purpose of calculating the amount of Uncertificated Accrued Interest for the
      Class X-2 and Class X-3 Components for any Distribution Date, the aggregate
      amount of any Net Prepayment Interest Shortfalls and any Relief Act Interest
      Shortfalls allocated to the Class X-2 or Class X-3 Certificates, respectively,
      shall be allocated among the Class X-2 and Class X-3 Components pro
      rata based on, and to the extent of, one month’s interest at the then
      applicable respective Pass-Through Rate on the respective Notional Amount of
      each such REMIC 5 Regular Interest.

     

    
      	
              SECTION
                1.04  

            	
              Rights
                of the NIMS Insurer.

            


    

     

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

     

     

     

    ARTICLE
      II

     

    CONVEYANCE
      OF MORTGAGE LOANS;

    ORIGINAL
      ISSUANCE OF CERTIFICATES

     

    
      	
              SECTION
                2.01  

            	
              Conveyance
                of Mortgage Loans.

            


    

     

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

     

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

     

    (i)  the
      original Mortgage Note, endorsed either (A) in blank or (B) in the following
      form: “Pay to the order of Wells Fargo Bank, N.A., as Trustee, without recourse”
or with respect to any lost Mortgage Note, an original Lost Note Affidavit
      stating that the original mortgage note was lost, misplaced or destroyed,
      together with a copy of the related mortgage note; provided, however, that
      such
      substitutions of Lost Note Affidavits for original Mortgage Notes may occur
      only
      with respect to Mortgage Loans, the aggregate Cut-off Date Principal Balance
      of
      which is less than or equal to 1.00% of the Pool Balance as of the Cut-off
      Date;

     

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

     

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

     

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

     

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

     

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

     

    The
      Depositor herewith also delivers to the Trustee an executed copy of the
      Assignment Agreement, the Guaranty and the Master Agreement.

     

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

     

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

     

    Upon
      discovery or receipt of notice of any materially defective document in, or
      that
      a document is missing from, a Mortgage File, the Trustee shall enforce the
      obligations of the Originator under the Master Agreement to cure such defect
      or
      deliver such missing document to the Trustee or the Custodian within 90
      days.   If the Originator does not cure such defect or deliver such
      missing document within such time period, the Trustee shall  (using
      reasonable commercial efforts, which may include, but shall not be limited
      to,
      initiating or pursuing legal action or other proceedings, subject to the
      provisions of Section 8.01 and Section 8.02) enforce the obligations of
      the Originator to either repurchase or substitute for such Mortgage Loan in
      accordance with Section 2.03 and the Depositor hereby agrees to direct and
      assist the Trustee in enforcing any obligations of the Originator to repurchase
      or substitute for a Mortgage Loan which has breached a representation or
      warranty under the Master Agreement.]  In connection with the
      foregoing, it is understood that the Custodian on behalf of the Trustee shall
      have no duty to discover any such defects except in the course of performing
      its
      review of the Mortgage Files to the extent set forth herein.

     

    The
      Trustee shall enforce the obligations of the Originator under the Master
      Agreement to cause the Assignments which were delivered in blank to be completed
      and to record all Assignments referred to in Section 2.01(iii) hereof and,
      to
      the extent necessary, in Section 2.01(iv) hereof. The Trustee shall enforce
      the
      obligations of the Originator under the Master Agreement to deliver such
      assignments for recording within 180 days of the Closing Date.  In the
      event that any such Assignment is lost or returned unrecorded because of a
      defect therein, the Trustee shall enforce the obligations of the Originator
      under the Master Agreement to promptly have a substitute Assignment prepared
      or
      have such defect cured, as the case may be, and thereafter cause each such
      Assignment to be duly recorded.

     

    Notwithstanding
      the foregoing, for administrative convenience and facilitation of servicing
      and
      to reduce closing costs, the Assignments shall not be required to be submitted
      for recording (except with respect to any Mortgage Loan located in Maryland
      or
      Kentucky) unless the Trustee (or the Custodian on behalf of the Trustee) and
      the
      Depositor receive notice that such failure to record would result in a
      withdrawal or a downgrading by any Rating Agency of the rating on any Class
      of
      Certificates; provided, however, each Assignment, shall be submitted for
      recording in the manner described above, at no expense to the Trust Fund or
      Trustee, upon the earliest to occur of:  (i) reasonable direction by
      the Holders of Certificates entitled to at least 25% of the Voting Rights,
      (ii)
      the occurrence of a Servicer Event of Termination, (iii) the occurrence of
      a
      bankruptcy, insolvency or foreclosure relating to the Originator, (iv) the
      occurrence of a servicing transfer as described in Section 7.02 hereof, (v)
      upon
      receipt of notice from the Servicer, the occurrence of a bankruptcy, insolvency
      or foreclosure relating to the Mortgagor under the related Mortgage, (vi) upon
      receipt of notice from the Servicer, any Mortgage Loan that is 90 days or more
      Delinquent and such recordation would be necessary to facilitate conversion
      of
      the Mortgaged Property in accordance with Section 3.16 and (vii) reasonable
      direction by the NIMS Insurer.  In the event of (i) through (vii) set
      forth in the immediately preceding sentence, the Trustee shall enforce the
      obligations of the Originator to deliver such Assignments for recording as
      provided above, promptly and in any event within 30 days following receipt
      of
      notice by the Originator. Notwithstanding the foregoing, if the Originator
      fails
      to pay the cost of recording the Assignments, such expense will be paid by
      the
      Trustee and the Trustee shall be reimbursed for such expenses by the
      Trust.

     

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

     

    The
      parties hereto understand and agree that it is not intended that any Mortgage
      Loan be included in the Trust that is a “high-cost home loan” as defined by the
      Homeownership and Equity Protection Act of 1994 or any other applicable
      predatory or abusive lending laws.

     

    
      	
              SECTION
                2.02  

            	
              Acceptance
                by Trustee.

            


    

     

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

     

    The
      Trustee agrees that it (or a Custodian will agree on its behalf) shall, for
      the
      benefit of the Certificateholders, review, or that it or a Custodian on its
      behalf has reviewed pursuant to Section 2.01 each Mortgage File on or prior
      to
      the Closing Date, with respect to each Mortgage Loan (or, with respect to any
      document delivered after the Startup Day, within 45 days of receipt and with
      respect to any Qualified Substitute Mortgage Loan, within 45 days after the
      assignment thereof).  The Trustee further agrees that it or a
      Custodian on its behalf shall, for the benefit of the Certificateholders,
      certify to the Depositor and the Servicer (with a copy to the NIMS Insurer)
      in
      substantially the form attached hereto as Exhibit F-1, within 45 days after
      the
      Closing Date, with respect to each Mortgage Loan (or, with respect to any
      document delivered after the Startup Day, within 45 days of receipt and with
      respect to any Qualified Substitute Mortgage, within 45 days after the
      assignment thereof) that, as to each Mortgage Loan listed in the respective
      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 (or the Custodian on its behalf) pursuant to Section 2.01 of
      this Agreement are in its possession, (ii) such documents have been reviewed
      by
      it (or the Custodian on its behalf) and have not been mutilated, damaged or
      torn
      and appear on their face to relate to such Mortgage Loan and (iii) based on
      its
      examination and only as to the foregoing, the information set forth in the
      Mortgage Loan Schedule that corresponds to items (1) and (3) of the Mortgage
      Loan Schedule accurately reflects information set forth in the Mortgage File.
      It
      is herein acknowledged that, in conducting such review, the Trustee (or the
      Custodian, as applicable) is under no duty or obligation to inspect, review
      or
      examine any such documents, instruments, certificates or other papers to
      determine that they are genuine, legally enforceable, valid or binding or
      appropriate for the represented purpose or that they have actually been recorded
      or that they are other than what they purport to be on their face.

     

    Prior
      to
      the first anniversary date of this Agreement the Trustee (or the Custodian
      on
      its behalf) shall deliver to the Depositor and the Servicer, with a copy to
      the
      NIMS Insurer a final certification in the form annexed hereto as Exhibit F-2,
      with any applicable exceptions noted thereon.

     

    If
      in the
      process of reviewing the Mortgage Files and making or preparing, as the case
      may
      be, the certifications referred to above, the Trustee (or the Custodian, as
      applicable) finds any document or documents constituting a part of a Mortgage
      File to be missing or not to conform with respect to any characteristics which
      are within the scope of the Trustee’s (or the Custodian’s, as applicable) review
      as provided herein, at the conclusion of its review, the Trustee shall so notify
      the Originator, the Depositor, the NIMS Insurer and the Servicer. In addition,
      upon the discovery by the Depositor, the NIMS Insurer or the Servicer (or upon
      receipt by the Trustee of written notification of such breach) of a breach
      of
      any of the representations and warranties made by the Originator in the Master
      Agreement or the Seller in the Assignment Agreement in respect of any Mortgage
      Loan which materially adversely affects such Mortgage Loan or the interests
      of
      the related Certificateholders in such Mortgage Loan, the party discovering
      such
      breach shall give prompt written notice to the NIMS Insurer and the other
      parties to this Agreement.

     

    Notwithstanding
      anything to the contrary in this Agreement, in no event shall the Trustee be
      liable to any party hereto or to any third party for the performance of any
      custody-related functions, including without limitation with respect to which
      the Custodian shall fail to take action on behalf of the Trustee or failure
      by
      the Custodian to perform any custody related functions in the event the
      Custodian shall fail to satisfy all the related requirements under this
      Agreement.

     

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

     

    
      	
              SECTION
                2.03  

            	
              Repurchase
                or Substitution of Mortgage Loans by the Originator or the
                Seller.

            


    

     

    (a)  Upon
      discovery or receipt of written notice from the Trustee of any materially
      defective document in, or that a document is missing from, a Mortgage File
      or of
      the breach by the Originator or the Seller, as applicable, of any
      representation, warranty or covenant under the Master Agreement or the
      Assignment Agreement, as applicable, in respect of any Mortgage Loan which
      materially adversely affects the value of such Mortgage Loan or the interest
      therein of the Certificateholders, the Trustee shall request that the Originator
      deliver such missing document or that the Originator or the Seller cure such
      defect or breach within 90 days from the date the Originator or the Seller
      was
      notified of such missing document, defect or breach, and if the Originator
      or
      the Seller does not deliver such missing document or cure such defect or breach
      in all material respects during such period, the Trustee shall enforce (in
      the
      manner set forth in Section 2.01) the Originator’s obligation under the Master
      Agreement or the Assignment Agreement or the Seller’s obligation under the
      Assignment Agreement and notify the Originator or the Seller, as applicable,
      of
      its obligation to repurchase such Mortgage Loan from the Trust Fund at the
      Purchase Price on or prior to the Determination Date following the expiration
      of
      such 90 day period (subject to Section 2.03(e)). The Purchase Price for the
      repurchased Mortgage Loan shall be remitted to the Servicer for deposit in
      the
      Collection Account, and the Trustee, upon receipt of written certification
      from
      the Servicer of such deposit, shall release (or cause the Custodian to release)
      to the Originator or the Seller, as applicable, the related Mortgage
      File  and the Trustee shall execute and deliver such instruments of
      transfer or assignment, in each case without recourse, as the Originator or
      the
      Seller, as applicable, shall furnish to it and as shall be necessary to vest
      in
      the Originator or Seller, as applicable, any Mortgage Loan released pursuant
      hereto and the Trustee shall have no further responsibility with regard to
      such
      Mortgage File (it being understood that the Trustee shall have no responsibility
      for determining the sufficiency of such assignment for its intended purpose).
      In
      lieu of repurchasing any such Mortgage Loan as provided above, the Originator
      or
      the Seller, as applicable, may cause such Mortgage Loan to be removed from
      the
      Trust Fund (in which case it shall become a Deleted Mortgage Loan) and
      substitute one or more Qualified Substitute Mortgage Loans in the manner and
      subject to the limitations set forth in Section 2.03(d); provided, however,
      the
      Seller may not substitute for any Mortgage Loan which breaches a representation
      or warranty regarding abusive or predatory lending laws. It is understood and
      agreed that the obligation of the Originator or the Seller, as applicable,
      to
      cure or to repurchase (or to substitute for) any Mortgage Loan as to which
      a
      document is missing, a material defect in a constituent document exists or
      as to
      which such a breach has occurred and is continuing shall constitute the sole
      remedy against the Originator or the Seller, as applicable, respecting such
      omission, defect or breach available to the Trustee on behalf of the
      Certificateholders.  In order to facilitate the discovery of any
      materially defective document in, or that a document is missing from, a Mortgage
      File or of the breach by the Originator of any representation, warranty or
      covenant under the Master Agreement in respect of any Mortgage Loan which
      materially adversely affects the value of that Mortgage Loan or the interest
      therein of the Certificateholders, the Depositor shall have the right to request
      from the Originator, on behalf of the Trust Fund, a copy of the Mortgage File
      (including any documents related thereto, such as payment histories, collection
      screens and payoff amounts) from the Originator, or if any portion or copy
      of
      such Mortgage File is being held by the Servicer or the Custodian, from the
      Servicer or the Custodian, as applicable and the Originator, the Servicer or
      the
      Custodian, as applicable, are hereby authorized to deliver such file to the
      Depositor.  In addition, within 5 Business Days after request by the
      Depositor therefor, the Trustee, in its capacity as Custodian, shall provide
      a
      copy of any Mortgage File in its possession to the Depositor.  The
      Depositor shall pay any costs and expenses of the Custodian incurred in
      connection with the provision or examination of any such Mortgage File requested
      pursuant to the preceding sentence.  Notwithstanding the foregoing,
      the Depositor shall not have any obligation to investigate whether the
      Originator has complied with its obligations under the Master Agreement or
      the
      Assignment Agreement or to enforce any of such obligations.

     

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

     

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

     

    (d)  Any
      substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans
      made pursuant to Section 2.03(a) must be effected prior to the last Business
      Day
      that is within two years after the Closing Date. As to any Deleted Mortgage
      Loan
      for which the Originator or the Seller, as applicable, substitutes a Qualified
      Substitute Mortgage Loan or Loans, such substitution shall be effected by the
      Originator or the Seller, as applicable, delivering to the Trustee (or the
      Custodian on behalf of the Trustee), for such Qualified Substitute Mortgage
      Loan
      or Loans, the Mortgage Note, the Mortgage and the Assignment to the Trustee,
      and
      such other documents and agreements, with all necessary endorsements thereon,
      as
      are required by Section 2.01, together with an Officers’ Certificate providing
      that each such Qualified Substitute Mortgage Loan satisfies the definition
      thereof and specifying the Substitution Adjustment (as described below), if
      any,
      in connection with such substitution. The Trustee shall acknowledge (or cause
      the Custodian to acknowledge) receipt for such Qualified Substitute Mortgage
      Loan or Loans and, within 45 days thereafter, shall review such documents as
      specified in Section 2.02 and deliver to the Depositor and the Servicer (with
      a
      copy to the NIMS Insurer), with respect to such Qualified Substitute Mortgage
      Loan or Loans, a certification substantially in the form attached hereto as
      Exhibit F-1, with any applicable exceptions noted thereon. Within one year
      of
      the date of substitution, the Trustee shall deliver (or cause the Custodian
      to
      deliver) to the Depositor and the Servicer (with a copy to the NIMS Insurer)
      a
      certification substantially in the form of Exhibit F-2 hereto with respect
      to
      such Qualified Substitute Mortgage Loan or Loans, with any applicable exceptions
      noted thereon. Monthly Payments due with respect to Qualified Substitute
      Mortgage Loans in the month of substitution are not part of the Trust Fund
      and
      will be retained by the Originator or the Seller, as applicable. For the month
      of substitution, distributions to Certificateholders will reflect the
      collections and recoveries in respect of such Deleted Mortgage Loan in the
      Due
      Period preceding the month of substitution and the Originator or the Seller,
      as
      applicable, shall thereafter be entitled to retain all amounts subsequently
      received in respect of such Deleted Mortgage Loan.  The Depositor
      shall give or cause to be given written notice to the Trustee and the NIMS
      Insurer, who shall forward such notice to the Certificateholders, that such
      substitution has taken place, shall amend the Mortgage Loan Schedule to reflect
      the removal of such Deleted Mortgage Loan from the terms of this Agreement
      and
      the substitution of the Qualified Substitute Mortgage Loan or Loans and shall
      deliver a copy of such amended Mortgage Loan Schedule to the Trustee and the
      Custodian and the NIMS Insurer.   Upon such substitution by the
      Originator or the Seller, as applicable, such Qualified Substitute Mortgage
      Loan
      or Loans shall constitute part of the Mortgage Pool and shall be subject in
      all
      respects to the terms of this Agreement and the Assignment Agreement, including
      all applicable representations and warranties thereof included in the Assignment
      Agreement as of the date of substitution.

     

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

     

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

     

    (e)  Upon
      discovery by the Depositor, the Servicer, the NIMS Insurer or the Trustee that
      any Mortgage Loan does not constitute a “qualified mortgage” within the meaning
      of Section 860G(a)(3) of the Code, the party discovering such fact shall within
      two Business Days give written notice thereof to the other parties hereto.
      In
      connection therewith, the Originator or the Depositor, as the case may be,
      shall
      repurchase or, subject to the limitations set forth in Section 2.03(d),
      substitute one or more Qualified Substitute Mortgage Loans for the affected
      Mortgage Loan within 90 days of the earlier of discovery or receipt of such
      notice with respect to such affected Mortgage Loan. Such repurchase or
      substitution shall be made (i) by the Originator if the affected Mortgage Loan’s
      status as a non-qualified mortgage is or results from a breach of any
      representation, warranty or covenant made by the Originator under the Master
      Agreement or (ii) the Depositor, if the affected Mortgage Loan’s status as a
      non-qualified mortgage is a breach of any representation or warranty of the
      Depositor set forth in Section 2.06, or if its status as a non-qualified
      mortgage is a breach of no representation or warranty. Any such repurchase
      or
      substitution shall be made in the same manner as set forth in Section 2.03(a)
      or
      2.03(d), if made by the Originator, or Section 2.03(b), if made by the
      Depositor. The Trustee (or the Custodian on behalf of the Trustee) shall
      reconvey to the Depositor or the Originator, as the case may be, the Mortgage
      Loan to be released pursuant hereto in the same manner, and on the same terms
      and conditions, as it would a Mortgage Loan repurchased for breach of a
      representation or warranty.

     

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

     

    
      	
              SECTION
                2.04  

            	
              [Reserved].

            


    

     

    
      	
              SECTION
                2.05  

            	
              Representations,
                Warranties and Covenants of the
                Servicer.

            


    

     

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

     

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

     

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

     

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

     

    (iv)  [Reserved];

     

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

     

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

     

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

     

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

     

    (ix)  The
      Servicer has fully furnished and will continue to fully furnish, in accordance
      with the Fair Credit Reporting Act and its implementing regulations, accurate
      and complete information (i.e., favorable and unfavorable) on its borrower
      credit files to Equifax, Experian, and Trans Union Credit Information Company
      (three of the credit repositories), on a monthly basis.

     

    It
      is
      understood and agreed that the representations, warranties and covenants set
      forth in this Section 2.05 shall survive delivery of the Mortgage Files to
      the
      Trustee (or the Custodian on behalf of the Trustee) and shall inure to the
      benefit of the Trustee, the Depositor and the Certificateholders. Upon discovery
      by any of the Depositor, the NIMS Insurer, the Servicer or the Trustee of a
      breach of any of the foregoing representations, warranties and covenants which
      materially and adversely affects the value of any Mortgage Loan, Prepayment
      Charge or the interests therein of the Certificateholders, the party discovering
      such breach shall give prompt written notice (but in no event later than two
      Business Days following such discovery) to the Servicer, the NIMS Insurer and
      the Trustee. Notwithstanding the foregoing, within 90 days of the earlier of
      discovery by the Servicer or receipt of notice by the Servicer of the breach
      of
      the representation or covenant of the Servicer set forth in Section 2.05(viii)
      above which materially and adversely affects the interests of the Holders of
      the
      Class P Certificates in any Prepayment Charge, the Servicer must pay the amount
      of such waived Prepayment Charge, for the benefit of the Holders of the Class
      P
      Certificates, by depositing such amount into the Collection
      Account.  The foregoing shall not, however, limit any remedies
      available to the Certificateholders, the Depositor or the Trustee on behalf
      of
      the Certificateholders, pursuant to the Master Agreement respecting a breach
      of
      the representations, warranties and covenants of the Originator.

     

    
      	
              SECTION
                2.06  

            	
              Representations
                and Warranties of the Depositor.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (x)  The
      beneficial owner of the payments made under the Interest Rate Swap Agreement,
      the Interest Rate Cap Agreement or the Basis Risk Cap Agreement is either (i)
      a
“U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United
      States Treasury Regulations) for United States federal income tax purposes
      and
      an “Exempt recipient” within the meaning of section 1.6049-4(c)(1)(ii) of United
      States Treasury Regulations, or (ii) a “non-U.S. branch of a foreign person” as
      that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury
      Regulations (the “Regulations”) for United States federal income tax purposes,
      and it is a “foreign person” as that term is used in section 1.6041-4(a)(4) of
      the Regulations for United States federal income tax
      purposes.   The Depositor understands that both the Trust and the
      Trustee are relying on this information in connection with the execution of
      the
      Interest Rate Swap Agreement, the Interest Rate Cap Agreement and the Basis
      Risk
      Cap Agreement.

     

    
      	
              SECTION
                2.07  

            	
              Issuance
                of Certificates.

            


    

     

    The
      Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
      to it (or the Custodian on behalf of the Trustee) of the Mortgage Files, subject
      to any exceptions noted by the Custodian in its exception report delivered
      pursuant to Section 2.02, together with the assignment to it of all other assets
      included in the Trust Fund, receipt of which is hereby acknowledged.
      Concurrently with such assignment and delivery and in exchange therefor, the
      Trustee, pursuant to the written request of the Depositor executed by an officer
      of the Depositor, has executed, authenticated and delivered to or upon the
      order
      of the Depositor, the Certificates in authorized denominations. The interests
      evidenced by the Certificates constitute the entire beneficial ownership
      interest in the Trust Fund.

     

    
      	
              SECTION
                2.08  

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

            


    

     

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

     

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

     

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

     

    
      	
              SECTION
                2.09  

            	
              Acceptance
                of REMIC 1, REMIC 2, REMIC 3, REMIC 4, REMIC 5, REMIC 6 REMIC 7 and
                REMIC
                8 by the Trustee; Conveyance of REMIC 1 Regular Interests, Class
                C
                Interest and Class P Interest; Issuance of
                Certificates.

            


    

     

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

     

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

     

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

     

    (d)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the REMIC
      3 Regular Interests for the benefit of the holders of the REMIC 4 Regular
      Interests (which are uncertificated) and the Class R Certificates (in respect
      of
      the Class R-4 Interest). The Trustee acknowledges receipt of the REMIC 3 Regular
      Interests and declares that it holds and will hold the same in trust for the
      exclusive use and benefit of the holders of the REMIC 4 Regular Interests and
      the Class R Certificates (in respect of the Class R-4 Interest). The interests
      evidenced by the Class R-4 Interest, together with the REMIC 4 Regular
      Interests, constitute the entire beneficial ownership interest in REMIC
      4.

     

    (e)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the REMIC
      4 Regular Interests (which are uncertificated) for the benefit of the Holders
      of
      the Regular Certificates (other than the Class C Certificates or the Class
      P
      Certificates), the Class C Interest, the Class P Interest, the Class IO Interest
      and the Class R Certificates (in respect of the Class R-5 Interest). The Trustee
      acknowledges receipt of the REMIC 4 Regular Interests and declares that it
      holds
      and will hold the same in trust for the exclusive use and benefit of the Holders
      of the Regular Certificates (other than the Class C Certificates or Class P
      Certificates), the Class C Interest, the Class P Interest, the Class IO Interest
      and the Class R Certificates (in respect of the Class R-5 Interest). The
      interests evidenced by the Class R-5 Interest, together with the Regular
      Certificates (other than the Class C Certificates or Class P Certificates),
      the
      Class C Interest, the Class P Interest and the Class IO Interest, constitute
      the
      entire beneficial ownership interest in REMIC 5.

     

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

     

    (g)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the Class
      P Interest (which is uncertificated) for the benefit of the Holders of the
      Class
      P Certificates and the Class R-X Certificates (in respect of the Class R-7
      Interest). The Trustee acknowledges receipt of the Class P Interest and declares
      that it holds and will hold the same in trust for the exclusive use and benefit
      of the Holders of the Class P Certificates and the Class R-X Certificates (in
      respect of the Class R-7 Interest). The interests evidenced by the Class R-7
      Interest, together with the Class P Certificates, constitute the entire
      beneficial ownership interest in REMIC 7.

     

    (h)  The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the Class
      IO Interest (which is uncertificated) for the benefit of the Holders of the
      REMIC 8 Regular Interest SWAP IO and the Class R-X Certificates (in respect
      of
      the Class R-8 Interest). The Trustee acknowledges receipt of the Class IO
      Interest and declares that it holds and will hold the same in trust for the
      exclusive use and benefit of the Holders of the REMIC 8 Regular Interest SWAP
      IO
      and the Class R-X Certificates (in respect of the Class R-8 Interest). The
      interests evidenced by the Class R-8 Interest, together with the REMIC 8 Regular
      Interest SWAP IO, constitute the entire beneficial ownership interest in REMIC
      8.

     

    (i)  Concurrently
      with (i) the assignment and delivery to the Trustee of REMIC 1 (including the
      Residual Interest therein represented by the Class R-1 Interest) and the
      acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02 and
      subsection (a) hereof, (ii) the assignment and delivery to the Trustee of REMIC
      2 (including the Residual Interest therein represented by the Class R-2
      Interest) and the acceptance by the Trustee thereof, pursuant to subsection
      (b)
      hereof, (iii) the assignment and delivery to the Trustee of REMIC 3 (including
      the Residual Interest therein represented by the Class R-3 Interest) and the
      acceptance by the Trustee thereof, pursuant to subsection (c) hereof, (iv)
      the
      assignment and delivery to the Trustee of REMIC 4 (including the Residual
      Interest therein represented by the Class R-4 Interest) and the acceptance
      by
      the Trustee thereof, pursuant to subsection (d) hereof, (v) the assignment
      and
      delivery to the Trustee of REMIC 5 (including the Residual Interest therein
      represented by the Class R-5 Interest) and the acceptance by the Trustee
      thereof, pursuant to subsection (e) hereof, (vi) the assignment and delivery
      to
      the Trustee of REMIC 6 (including the Residual Interest therein represented
      by
      the Class R-6 Interest) and the acceptance by the Trustee thereof, pursuant
      to
      subsection (f) hereof, (vii) the assignment and delivery to the Trustee of
      REMIC
      7 (including the Residual Interest therein represented by the Class R-7
      Interest) and the acceptance by the Trustee thereof, pursuant to subsection
      (g)
      hereof, and (viii) the assignment and delivery to the Trustee of REMIC 8
      (including the Residual Interest therein represented by the Class R-8 Interest)
      and the acceptance by the Trustee thereof, pursuant to subsection (h) hereof,
      the Trustee, pursuant to the written request of the Depositor executed by an
      officer of the Depositor, has executed, authenticated and delivered to or upon
      the order of the Depositor, (A) the Class R Certificates in authorized
      denominations evidencing the Class R-1 Interest, the Class R-2 Interest, the
      Class R-3 Interest, the Class R-4 Interest and the Class R-5 Interest and (B)
      the Class R-X Certificates in authorized denominations evidencing the Class
      R-6
      Interest, the Class R-7 Interest and the Class R-8 Interest.

     

    ARTICLE
      III


     

    ADMINISTRATION
      AND SERVICING

    OF
      THE
      MORTGAGE LOANS

     

    
      	
              SECTION
                3.01  

            	
              Servicer
                to Act as Servicer.

            


    

     

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

     

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

     

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

     

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

     

    (iv)  the
      Servicer’s or any Sub-Servicer’s right to receive compensation for its services
      hereunder or with respect to any particular transaction (the “Servicing
      Standard”).

     

    To
      the
      extent consistent with the foregoing, the Servicer (a) shall seek the timely
      and
      complete recovery of principal and interest on the Mortgage Notes and (b) shall
      waive (or permit a Sub-Servicer to waive) a Prepayment Charge only under the
      following circumstances: (i) such waiver is standard and customary in servicing
      similar Mortgage Loans and, (ii) such waiver relates to a default or a
      reasonably foreseeable default and would, in the reasonable judgment of the
      Servicer, maximize recovery of total proceeds taking into account the value
      of
      such Prepayment Charge and the related Mortgage Loan and (iii) the collection
      of
      such Prepayment Charge would be in violation of applicable laws.  If a
      Prepayment Charge is waived as permitted by meeting the standard described
      in
      clauses (iii) above,  then the Trustee shall  (using
      reasonable commercial efforts, which may include, but shall not be limited
      to,
      initiating or pursuing legal action or other proceedings, subject to the
      provisions of Section 8.01 and Section 8.02)enforce the obligations of
      the Originator under the Master Agreement to pay the amount of such waived
      Prepayment Charge, for the benefit of the Holders of the Class P Certificates
      and the Depositor hereby agrees to assist and direct the Trustee in enforcing
      any obligations of the Originator to pay the amount of such waived Prepayment
      Charge under the Master Agreement.]  If the Originator fails to pay
      the amount of such waived Prepayment Charge in accordance with its obligations
      under the Master Agreement, the Trustee and the Depositor shall consult on
      further actions to be taken against the Originator.  The Servicer
      hereby acknowledges that for the purposes of clause (iii) above, the law
      applicable to the enforcement of Prepayment Charges is the law applicable to
      the
      originator of the related Mortgage Loan.  In the event the Servicer
      determines that (i) the foregoing acknowledgement is no longer accurate and
      (ii)
      applicable state law would prevent it from fully enforcing any Prepayment
      Charge, the Servicer shall (i) provide notice to the Depositor at least 30
      days
      prior to waiving any such Prepayment Charge and (ii) provide a written opinion
      of counsel from a nationally recognized law firm experienced in regulatory
      matters concluding that fully enforcing such Prepayment Charge would violate
      applicable law.

     

    To
      the
      extent consistent with the foregoing, the Servicer shall also seek to maximize
      the timely and complete recovery of principal and interest on the Mortgage
      Notes. Subject only to the above-described servicing standards and the terms
      of
      this Agreement and of the Mortgage Loans, the Servicer shall have full power
      and
      authority, acting alone or through Sub-Servicers as provided in Section 3.02,
      to
      do or cause to be done any and all things in connection with such servicing
      and
      administration which it may deem necessary or desirable.  Without
      limiting the generality of the foregoing, the Servicer, in the name of the
      Trust
      Fund, is hereby authorized and empowered by the Trustee when the Servicer
      believes it appropriate in its best judgment in accordance with the Servicing
      Standard, to execute and deliver, on behalf of the Certificateholders and the
      Trustee, any and all instruments of satisfaction or cancellation, or of partial
      or full release or discharge, and all other comparable instruments, with respect
      to the Mortgage Loans and the Mortgaged Properties and to institute foreclosure
      proceedings or obtain a deed-in-lieu of foreclosure so as to convert the
      ownership of such properties, and to hold or cause to be held title to such
      properties, on behalf of the Trustee and Certificateholders.  The
      Servicer shall service and administer the Mortgage Loans in accordance with
      applicable state and federal law and shall provide to the Mortgagors any reports
      required to be provided to them thereby.  The Servicer shall also
      comply in the performance of this Agreement with all reasonable rules and
      requirements of each insurer under any standard hazard insurance
      policy.  Subject to Section 3.17, within five (5) days of the Closing
      Date, the Trustee shall execute and furnish to the Servicer and any Sub-Servicer
      any special or limited powers of attorney and other documents necessary or
      appropriate to enable the Servicer or any Sub-Servicer to carry out their
      servicing and administrative duties hereunder; provided, such limited
      powers of attorney or other documents shall be prepared by the Servicer and
      submitted to the Trustee for execution.  The Trustee shall not be
      liable for the actions by the Servicer or any Sub-Servicers under such powers
      of
      attorney.

     

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

     

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

     

    The
      Servicer shall also undertake to defend, with respect to a claim against the
      Trustee or the Trust, any claims against the Trust, the Trustee or itself by
      a
      Mortgagor which relate to or affect the servicing of any Mortgage
      Loan.  This shall not be construed as an assumption of liability in
      such matters.  The Trustee shall notify the Servicer of any such claim
      as soon as practicable after receiving notice of such claim.  The
      Servicer shall not be liable for any delay in responding to any claim of which
      it has not received timely notice.  The Trustee shall cooperate with
      the Servicer in all aspects of the defense of such claims, including the timely
      delivery of all relevant litigation files and other related
      information.  In the event the Servicer acts on behalf of the Trustee,
      the Trust or itself in any such litigation, the Trust shall pay all costs and
      expenses (including attorneys’ fees, court costs, settlements and judgments)
      associated with the defense and management of such claim; provided, however,
      that the Servicer shall not be indemnified for any such cost or expense relating
      to claims against the Servicer and incurred by reason of its willful
      misfeasance, bad faith or negligence in the performance of its duties
      hereunder.

     

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

    


     

    
      	
              SECTION
                3.02  

            	
              Sub-Servicing
                Agreements Between Servicer and
                Sub-Servicers.

            


    

     

    (a)  The
      Servicer may enter into Sub-Servicing Agreements with Sub-Servicers, which
      may
      be Affiliates of the Servicer, for the servicing and administration of the
      Mortgage Loans; provided, however, (i) such sub-servicing arrangement and the
      terms of the related Sub-Servicing Agreement must provide for the servicing
      of
      the Mortgage Loans in a manner consistent with the servicing arrangement
      contemplated hereunder and (ii) the NIMS Insurer shall have consented to such
      sub-servicing agreement.  The Trustee is hereby authorized to
      acknowledge, at the request of the Servicer, any Sub-Servicing
      Agreement.  No such acknowledgment shall be deemed to imply that the
      Trustee has consented to any such Sub-Servicing Agreement, has passed upon
      whether such Sub-Servicing Agreement meets the requirements applicable to
      Sub-Servicing Agreements set forth in this Agreement or has passed upon whether
      such Sub-Servicing Agreement is otherwise permitted under this
      Agreement.  The Servicer may, in connection with its duties as
      Servicer hereunder, enter into transactions with any of its Affiliates relating
      to the Mortgage Loans; provided, that (i) such transaction is in the ordinary
      course of business of the Servicer, and (ii) the terms of such transaction
      are
      no less favorable to the Servicer than it would obtain in a comparable
      arm’s-length transaction with a person that is not an Affiliate of the
      Servicer.

     

    Each
      Sub-Servicer shall be (i) authorized to transact business in the state or states
      where the related Mortgaged Properties it is to service are situated, if and
      to
      the extent required by applicable law to enable the Sub-Servicer to perform
      its
      obligations hereunder and under the Sub-Servicing Agreement and (ii) a Freddie
      Mac or Fannie Mae approved mortgage servicer. Each Sub-Servicing Agreement
      must
      impose on the Sub-Servicer requirements conforming to the provisions set forth
      in Section 3.08 and provide for servicing of the Mortgage Loans consistent
      with
      the terms of this Agreement. The Servicer will examine each Sub-Servicing
      Agreement and will be familiar with the terms thereof. The terms of any
      Sub-Servicing Agreement will not be inconsistent with any of the provisions
      of
      this Agreement. Any variation in any Sub-Servicing Agreements from the
      provisions set forth in Section 3.08 relating to insurance or priority
      requirements of Sub-Servicing Accounts, or credits and charges to the
      Sub-Servicing Accounts or the timing and amount of remittances by the
      Sub-Servicers to the Servicer, are conclusively deemed to be inconsistent with
      this Agreement and therefore prohibited. The Servicer shall deliver to the
      NIMS
      Insurer and the Trustee copies of all Sub-Servicing Agreements, and any
      amendments or modifications thereof, promptly upon the Servicer’s execution and
      delivery of such instruments.

     

    (b)  As
      part
      of its servicing activities hereunder, the Servicer, for the benefit of the
      Trustee and the Certificateholders, shall enforce the obligations of each
      Sub-Servicer under the related Sub-Servicing Agreement, including, without
      limitation, any obligation to make advances in respect of delinquent payments
      as
      required by a Sub-Servicing Agreement.  Such enforcement, including,
      without limitation, the legal prosecution of claims, termination of
      Sub-Servicing Agreements, and the pursuit of other appropriate remedies, shall
      be in such form and carried out to such an extent and at such time as the
      Servicer, in its good faith business judgment, would require were it the owner
      of the related Mortgage Loans. The Servicer shall pay the costs of such
      enforcement at its own expense, and shall be reimbursed therefor only (i) from
      a
      general recovery resulting from such enforcement, to the extent, if any, that
      such recovery exceeds all amounts due in respect of the related Mortgage Loans,
      or (ii) from a specific recovery of costs, expenses or attorneys’ fees against
      the party against whom such enforcement is directed.

     

    
      	
              SECTION
                3.03  

            	
              Successor
                Sub-Servicers.

            


    

     

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

     

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

     

    
      	
              SECTION
                3.04  

            	
              Liability
                of the Servicer.

            


    

     

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

     

    
      	
              SECTION
                3.05  

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

            


    

     

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

     

    
      	
              SECTION
                3.06  

            	
              Assumption
                or Termination of Sub-Servicing Agreements by
                Trustee.

            


    

     

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

     

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

     

    
      	
              SECTION
                3.07  

            	
              Collection
                of Certain Mortgage Loan Payments.

            


    

     

    The
      Servicer shall make reasonable efforts, in accordance with the Servicing
      Standard, to collect all payments called for under the terms and provisions
      of
      the Mortgage Loans and the provisions of any applicable insurance policies
      provided to the Servicer.  Consistent with the foregoing, the Servicer
      may in its discretion (i) waive any late payment charge or, if applicable,
      any
      penalty interest or any provisions of any Mortgage Loan requiring the related
      Mortgagor to submit to mandatory arbitration with respect to disputes arising
      thereunder, or (ii) extend the due dates for the Monthly Payments due on a
      Mortgage Note for a period of not greater than 180 days; provided, however,
      that
      any extension pursuant to clause (ii) above shall not affect the amortization
      schedule of any Mortgage Loan for purposes of any computation hereunder, except
      as provided below. In the event of any such arrangement pursuant to clause
      (ii)
      above, the Servicer shall make timely Advances on such Mortgage Loan during
      such
      extension pursuant to Section 4.04 and in accordance with the amortization
      schedule of such Mortgage Loan without modification thereof by reason of such
      arrangement. Notwithstanding the foregoing, in the event that any Mortgage
      Loan
      is in default or, in the judgment of the Servicer, such default is reasonably
      foreseeable, the Servicer, consistent with the standards set forth in Section
      3.01, may also waive, modify or vary any term of such Mortgage Loan (including
      modifications that would change the Mortgage Rate, forgive the payment of
      principal or interest or extend the final maturity date of such Mortgage Loan),
      accept payment from the related Mortgagor of an amount less than the Stated
      Principal Balance in final satisfaction of such Mortgage Loan, or consent to
      the
      postponement of strict compliance with any such term or otherwise grant
      indulgence to any Mortgagor (any and all such waivers, modifications, variances,
      forgiveness of principal or interest, postponements, or indulgences collectively
      referred to herein as “forbearance”), provided, however, that the NIMS Insurer’s
      prior written consent shall be required for any modification, waiver or
      amendment if the aggregate number of outstanding Mortgage Loans which have
      been
      modified, waived or amended exceeds 5% of the number of Mortgage Loans as of
      the
      Cut-off Date.  The Servicer's analysis supporting any forbearance and
      the conclusion that any forbearance meets the standards of Section 3.01 shall
      be
      reflected in writing in the Mortgage File.

     

    
      	
              SECTION
                3.08  

            	
              Sub-Servicing
                Accounts.

            


    

     

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

     

    
      	
              SECTION
                3.09  

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

            


    

     

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

     

    
      	
              SECTION
                3.10  

            	
              Collection
                Account and Distribution Account.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (b)  On
      behalf
      of the Trust Fund, the Trustee shall establish and maintain one or more
      segregated, non-interest bearing trust accounts (such account or accounts,
      the
“Distribution Account”), held in trust for the benefit of the Trustee and the
      Certificateholders. On behalf of the Trust Fund, the Servicer shall deliver
      to
      the Trustee in immediately available funds for deposit in the Distribution
      Account on or before 1:00 p.m. New York time on the Servicer Remittance Date,
      that portion of the Available Funds (calculated without regard to the references
      in the definition thereof to amounts that may be withdrawn from the Distribution
      Account) for the related Distribution Date then on deposit in the Collection
      Account, the amount of all Prepayment Charges collected during the applicable
      Prepayment Period by the Servicer and Servicer Prepayment Charge Payment Amounts
      in connection with the Principal Prepayment of any of the Mortgage Loans then
      on
      deposit in the Collection Account, the amount of any funds reimbursable to
      an
      Advancing Person pursuant to Section 3.29 (unless such amounts are to be
      remitted in another manner as specified in the documentation establishing the
      related Advance Facility).

     

    If,
      by
      1:00 p.m. New York time, on the Servicer Remittance Date, the Servicer fails
      to
      remit to the Trustee for deposit into the Distribution Account any amounts
      required to be so remitted by the Servicer pursuant to this Agreement, the
      Servicer shall pay to the Trustee, for its own account, interest on such amounts
      at the prime rate for such date (as set forth in the Wall Street
      Journal) for the period commencing on the Servicer Remittance Date through
      the Business Day on which such failure is remedied.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (vi)  any
      other
      amounts deposited hereunder which are required to be deposited in the
      Distribution Account.

     

    
      	
              SECTION
                3.11  

            	
              Withdrawals
                from the Collection Account and Distribution
                Account.

            


    

     

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

     

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

     

    (ii)  subject
      to Section 3.16(d), to reimburse the Servicer for (a) any unreimbursed Advances
      to the extent of amounts received which represent Late Collections (net of
      the
      related Servicing Fees), Liquidation Proceeds and Insurance Proceeds on Mortgage
      Loans or REO Properties with respect to which such Advances were made in
      accordance with the provisions of Section 4.04; or (b) without limiting any
      right of withdrawal set forth in clause (vi) below, any unreimbursed Advances
      that, upon a Final Recovery Determination with respect to such Mortgage Loan,
      are Nonrecoverable Advances, but only to the extent that Late Collections (net
      of the related Servicing Fees), Liquidation Proceeds and Insurance Proceeds
      received with respect to such Mortgage Loan are insufficient to reimburse the
      Servicer for such unreimbursed Advances; or (c) subject to 4.04(b), any
      unreimbursed Advances to the extent of funds held in the Collection Account
      for
      future distribution that were not included in Available Funds for the preceding
      Distribution Date;

     

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

     

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

     

    (v)  to
      pay
      itself, the NIMS Insurer or the Originator, as applicable, with respect to
      each
      Mortgage Loan that has previously been purchased or replaced pursuant to Section
      2.03 or Section 3.16(c) all amounts received thereon subsequent to the date
      of
      purchase or substitution, as the case may be and any enforcement expenses
      reasonably incurred in respect of such breach or defect, including any expenses
      arising out of the enforcement of such purchase obligations;

     

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

     

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

     

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

     

    (ix)  to
      pay
      itself any Prepayment Interest Excess;

     

    (x)  to
      clear
      and terminate the Collection Account pursuant to Section 10.01; and

     

    (xi)  to
      withdraw any amount deposited in the Collection Account and not required to
      be
      deposited therein.

     

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

     

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

     

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

     

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

     

    (ii)  to
      pay to
      itself any Trustee Compensation;

     

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

     

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

     

    (v)  to
      pay
      any amounts required to be paid to the Trustee pursuant to this Agreement,
      including but not limited to funds required to be paid pursuant to Section
      3.06,
      Section 4.01, Section 7.02 and Section 8.05;

     

    (vi)  to
      pay
      the Credit Risk Manager the Credit Risk Manager Fee; and

     

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

     

    
      	
              SECTION
                3.12  

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

            


    

     

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

     

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

     

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

     

    (b)  All
      income and gain realized from the investment of funds deposited in the
      Collection Account and any REO Account held by or on behalf of the Servicer
      shall be for the benefit of the Servicer and shall be subject to its withdrawal
      in accordance with Section 3.11, Section 3.29 or Section 3.23, as applicable.
      The Servicer shall deposit in the Collection Account or any REO Account, as
      applicable, the amount of any loss of principal incurred in respect of any
      such
      Permitted Investment made with funds in such Account immediately upon
      realization of such loss.

     

    (c)  All
      income and gain realized from the investment of funds deposited in the
      Distribution Account shall be for the benefit of the Trustee. The Trustee shall
      deposit in the Distribution Account the amount of any loss of principal incurred
      in respect of any such Permitted Investment made with funds in such Account
      immediately upon realization of such loss.  Notwithstanding the
      foregoing, the Trustee may at its discretion, and without liability, hold the
      funds in the Distribution Account uninvested.

     

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

     

    
      	
              SECTION
                3.13  

            	
              [Reserved].

            


    

     

    
      	
              SECTION
                3.14  

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

            


    

     

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

     

    In
      the
      event that the Servicer shall obtain and maintain a blanket policy insuring
      against hazard losses on all of the Mortgage Loans, it shall conclusively be
      deemed to have satisfied its obligations as set forth in the first two sentences
      of this Section 3.14, it being understood and agreed that such policy may
      contain a deductible clause on terms substantially equivalent to those
      commercially available and maintained by competent servicers, in which case
      the
      Servicer shall, in the event that there shall not have been maintained on the
      related Mortgaged Property or REO Property a policy complying with the first
      two
      sentences of this Section 3.14, and there shall have been one or more losses
      which would have been covered by such policy, deposit to the Collection Account
      from its own funds the amount not otherwise payable under the blanket policy
      because of such deductible clause. In connection with its activities as servicer
      of the Mortgage Loans, the Servicer agrees to prepare and present, on behalf
      of
      itself, the Depositor, the Trustee and Certificateholders, claims under any
      such
      blanket policy in a timely fashion in accordance with the terms of such
      policy.

     

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

     

    
      	
              SECTION
                3.15  

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

            


    

     

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

     

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

     

    
      	
              SECTION
                3.16  

            	
              Realization
                Upon Defaulted Mortgage Loans.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
                3.17  

            	
              Trustee
                to Cooperate; Release of Mortgage
                Files.

            


    

     

    (a)  Upon
      the
      payment in full of any Mortgage Loan, or the receipt by the Servicer of a
      notification that payment in full shall be escrowed in a manner customary for
      such purposes, the Servicer shall deliver to the Trustee, in written (with
      two
      executed copies) or electronic format, a Request for Release in the form of
      Exhibit E hereto (which certification shall include a statement to the effect
      that all amounts received or to be received in connection with such payment
      which are required to be deposited in the Collection Account pursuant to Section
      3.10 have been or will be so deposited) signed by a Servicing Officer (or in
      a
      mutually agreeable electronic format that will, in lieu of a signature on its
      face, originate from a Servicing Officer) and shall request delivery to it
      or
      its designee of the Mortgage File. Upon receipt of such certification and
      request, the Trustee shall release the related Mortgage File to the Servicer
      or
      its designee (which, shall be sent by overnight mail at the Servicer’s expense).
      Except as otherwise provided herein, no expenses incurred in connection with
      any
      instrument of satisfaction or deed of reconveyance shall be chargeable to the
      Collection Account or the Distribution Account.

     

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

     

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

     

    
      	
              SECTION
                3.18  

            	
              Servicing
                Compensation.

            


    

     

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

     

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

     

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

     

    
      	
              SECTION
                3.19  

            	
              Reports
                to the Trustee; Collection Account
                Statements.

            


    

     

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

     

    
      	
              SECTION
                3.20  

            	
              Statement
                of Compliance.

            


    

     

    The
      Servicer will deliver to the Trustee not later than March 15th of each
      calendar
      year, commencing in 2008, an Officers’ Certificate (an “Annual Statement of
      Compliance”) stating, as to each signatory thereof, that (i) a review of the
      activities of the Servicer during the preceding calendar year and of performance
      under this Agreement has been made under such officers’ supervision and (ii) to
      the best of such officers’ knowledge, based on such review, the Servicer has
      fulfilled all of its obligations under this Agreement in all material respects
      throughout such year, or, if there has been a failure to fulfill any such
      obligation, in any material respect, specifying each such failure known to
      such
      officer and the nature and status of cure provisions thereof. Such Annual
      Statement of Compliance shall contain no restrictions or limitations on its
      use.  The Servicer shall deliver a similar Annual Statement of
      Compliance by any Sub-Servicer to which the Servicer has delegated any servicing
      responsibilities with respect to the Mortgage Loans, to the Trustee as described
      above as and when required with respect to the Servicer.

     

    Any
      failure by the Servicer to deliver the Annual Statement of Compliance required
      under this Section 3.20, which Annual Statement of Compliance is required as
      part of a Form 10-K with respect to the Trust Fund, shall constitute a Servicer
      Event of Termination, and the Trustee may (but only at the direction of the
      Depositor) terminate the rights and obligations of the Servicer under this
      Agreement without payment (notwithstanding anything in this Agreement to the
      contrary) of any compensation to the Servicer (other than the Servicer’s rights
      to reimbursement of unreimbursed  Advances and Servicing Advances and
      accrued and unpaid Servicing Fees in the manner provided in this Agreement);
      provided that to the extent that any provision of this Agreement expressly
      provides for the survival of certain rights or obligations following termination
      of the Servicer as servicer, such provision shall be given effect.

     

    The
      Servicer shall indemnify and hold harmless the Depositor and the Trustee and
      their respective officers, directors and Affiliates from and against any actual
      losses, damages, penalties, fines, forfeitures, reasonable and necessary legal
      fees and related costs, judgments and other costs and expenses that such Person
      may sustain based upon a breach of the Servicer's obligations under this Section
      3.20.

     

    
      	
              SECTION
                3.21  

            	
              Assessments
                of Compliance and Attestation
                Reports.

            


    

     

    The
      Servicer shall deliver to the Trustee on or before March 15th of each
      calendar
      year beginning in 2008, a report regarding the Servicer’s assessment of
      compliance (an “Assessment of Compliance”) with the applicable Servicing
      Criteria (as set forth in Exhibit R) during the preceding calendar
      year.  The Assessment of Compliance must contain the
      following:

     

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

     

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

     

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

     

    (d)  A
      statement that a registered public accounting firm has issued an attestation
      report on the Servicer’s Assessment of Compliance for the period consisting of
      the preceding calendar year.

     

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

     

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

     

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

     

    Such
      Assessment of Compliance, as to any Sub-Servicer, shall address each of the
      Servicing Criteria applicable to the Sub-Servicer.  Notwithstanding
      the foregoing, as to any subcontractor determined by the Servicer to be
“participating in the servicing function,” an Assessment of Compliance is not
      required to be delivered unless it is required as part of a Form 10-K with
      respect to the Trust Fund.

     

    Any
      failure by the Servicer (or any Sub-Servicer or subcontractor determined by
      the
      Servicer to be “participating in the servicing function”) to deliver any
      information, report, certification or accountants’ letter when and as required
      under this Section 3.21, which information, report, certification or
      accountants’ letter is required as part of a Form 10-K with respect to the Trust
      Fund, including (except as provided below) any failure by the Servicer to
      identify any subcontractor “participating in the servicing function” within the
      meaning of Item 1122 of Regulation AB, shall constitute a Servicer Event of
      Termination, and the Trustee may (but only at the direction of the Depositor)
      terminate the rights and obligations of the Servicer under this Agreement
      without payment (notwithstanding anything in this Agreement to the contrary)
      of
      any compensation to the Servicer (other than the Servicer’s rights to
      reimbursement of unreimbursed Advances and Servicing Advances and accrued and
      unpaid Servicing Fees in the manner provided in this Agreement); provided that
      to the extent that any provision of this Agreement expressly provides for the
      survival of certain rights or obligations following termination of the Servicer
      as servicer, such provision shall be given effect.

     

    The
      Trustee shall also provide an Assessment of Compliance and Attestation Report,
      as and when provided above, which shall at a minimum address each of the
      Servicing Criteria specified on Exhibit R hereto which are indicated as
      applicable to the “trustee”.  Notwithstanding the foregoing, as to any
      trustee, an Assessment of Compliance is not required to be delivered unless
      it
      is required as part of a Form 10-K with respect to the Trust Fund.

     

    Each
      of
      the Servicer and the Trustee shall indemnify and hold harmless the Depositor
      and
      the Trustee, as applicable and its officers, directors and Affiliates from
      and
      against any actual losses, damages, penalties, fines, forfeitures, reasonable
      and necessary legal fees and related costs, judgments and other costs and
      expenses that such Person may sustain based upon a breach of the Servicer’s or
      the Trustee’s obligations, as applicable, under this Section 3.21.

     

    
      	
              SECTION
                3.22  

            	
              Access
                to Certain Documentation; Filing of Reports by
                Trustee.

            


    

     

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

     

    
      	
              SECTION
                3.23  

            	
              Title,
                Management and Disposition of REO
                Property.

            


    

     

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

     

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

     

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

     

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

     

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

     

    (iii)  all
      costs
      and expenses necessary to maintain, operate and dispose of such REO
      Property.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
                3.24  

            	
              Obligations
                of the Servicer in Respect of Prepayment Interest
                Shortfalls.

            


    

     

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

     

    
      	
              SECTION
                3.25  

            	
              [Reserved].

            


    

     

    
      	
              SECTION
                3.26  

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

            


    

     

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

     

    
      	
              SECTION
                3.27  

            	
              Solicitations.

            


    

     

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

     

    Notwithstanding
      the foregoing, with respect to any Fixed Rate Mortgage Loan, the Servicer may
      solicit the Mortgagor for the purpose of refinancing such Mortgage Loan,
      beginning 60 days prior to the later of (i) the expiration of the related
      Prepayment Charge term, if applicable and (ii) 24 months following origination
      of such Mortgage Loan and with respect to any Adjustable Rate Mortgage Loan,
      the
      Servicer may solicit the Mortgagor for the purpose of refinancing such Mortgage
      Loan, beginning 60 days prior to the later of (i) the expiration of the related
      Prepayment Charge term, if applicable and (ii) the expiration of any applicable
      fixed rate period.

     

    
      	
              SECTION
                3.28  

            	
              [Reserved].

            


    

     

    
      	
              SECTION
                3.29  

            	
              Advance
                Facility.

            


    

     

    The
      Servicer, with the consent of the NIMS Insurer, is hereby authorized to enter
      into a financing or other facility (any such arrangement, an “Advance Facility”)
      under which (1) the Servicer sells, assigns or pledges to another Person
      (together with such Person’s successors and assigns, an “Advancing Person”) the
      Servicer’s rights under this Agreement to be reimbursed for any Advances or
      Servicing Advances and/or (2) an Advancing Person agrees to fund some or all
      Advances and/or Servicing Advances required to be made by the Servicer pursuant
      to this Agreement.  No consent of the Depositor, the Trustee, the
      Certificateholders or any other party (other than the NIMS Insurer consent)
      shall be required before the Servicer may enter into an Advance
      Facility.  The Servicer shall notify the NIMS Insurer and each other
      party to this Agreement prior to or promptly after entering into or terminating
      any Advance Facility.  Notwithstanding the existence of any Advance
      Facility under which an Advancing Person agrees to fund Advances and/or
      Servicing Advances on the Servicer’s behalf, the Servicer shall remain obligated
      pursuant to this Agreement to make Advances and Servicing Advances pursuant
      to
      and as required by this Agreement.  If the Servicer enters into an
      Advance Facility, and for so long as an Advancing Person remains entitled to
      receive reimbursement for any Advances including Nonrecoverable Advances
      (“Advance Reimbursement Amounts”) and/or Servicing Advances including
      Nonrecoverable Advances (“Servicing Advance Reimbursement Amounts” and together
      with Advance Reimbursement Amounts, “Reimbursement Amounts”) (in each case to
      the extent such type of Reimbursement Amount is included in the Advance
      Facility), as applicable, pursuant to this Agreement, then the Servicer shall
      identify such Reimbursement Amounts consistent with the reimbursement rights
      set
      forth in Section 3.11(a)(ii), (iii), (vi) and (vii) and remit such Reimbursement
      Amounts in accordance with Section 3.10(b) or otherwise in accordance with
      the
      documentation establishing the Advance Facility to such Advancing Person or
      to a
      trustee, agent or custodian (an “Advance Facility Trustee”) designated by such
      Advancing Person.  Notwithstanding the foregoing, if so required
      pursuant to the terms of the Advance Facility, the Servicer may direct, and
      if
      so directed the Trustee is hereby authorized to and shall pay to the Advance
      Facility Trustee the Reimbursement Amounts identified pursuant to the preceding
      sentence.  Notwithstanding anything to the contrary herein, in no
      event shall Advance Reimbursement Amounts or Servicing Advance Reimbursement
      Amounts be included in the Available Funds or distributed to
      Certificateholders.

     

    If
      the
      terms of a facility proposed to be entered into with an Advancing Person by
      the
      Trust Fund would not materially and adversely affect the interests of any
      Certificateholder, then the NIMS Insurer shall not withhold its consent to
      the
      Trust Fund’s entering such facility.

     

    Reimbursement
      Amounts shall consist solely of amounts in respect of Advances and/or Servicing
      Advances made with respect to the Mortgage Loans for which the Servicer would
      be
      permitted to reimburse itself in accordance with this Agreement, assuming the
      Servicer or the Advancing Person had made the related Advance(s) and/or
      Servicing Advance(s).  Notwithstanding the foregoing, except with
      respect to reimbursement of Nonrecoverable Advances as set forth in this
      Agreement, no Person shall be entitled to reimbursement from funds held in
      the
      Collection Account for future distribution to Certificateholders pursuant to
      this Agreement.  None of the Depositor or the Trustee shall have any
      duty or liability with respect to the calculation of any Reimbursement Amount,
      nor shall the Depositor or the Trustee have any responsibility to track or
      monitor the administration of the Advance Facility or the payment of
      Reimbursement Amounts to the related Advancing Person or Advance Facility
      Trustee.  The Servicer shall maintain and provide to any successor
      servicer and (upon request) the Trustee a detailed accounting on a loan by
      loan
      basis as to amounts advanced by, sold, pledged or assigned to, and reimbursed
      to
      any Advancing Person.  The successor servicer shall be entitled to
      rely on any such information provided by the predecessor servicer, and the
      successor servicer shall not be liable for any errors in such
      information.  Any successor Servicer shall reimburse the predecessor
      Servicer and itself for outstanding Advances and Servicing Advances,
      respectively, with respect to each Mortgage Loan on a first in, first out
      (“FIFO”) basis; provided that the successor Servicer has received prior written
      notice from the predecessor Servicer or the Advancing Person of reimbursement
      amounts owed to the predecessor Servicer.  Liquidation Proceeds with
      respect to a Mortgage Loan shall be applied to reimburse Advances outstanding
      with respect to that Mortgage Loan before being applied to reimburse Servicing
      Advances outstanding with respect to that Mortgage Loan.

     

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

     

    Upon
      the
      direction of and at the expense of the Servicer, the Trustee agrees to execute
      such acknowledgments provided by the Servicer recognizing the interests of
      any
      Advance Facility Trustee in such Reimbursement Amounts as the Servicer may
      cause
      to be made subject to Advance Facilities pursuant to this Section
      3.29.

     

    The
      Servicer shall remain entitled to be reimbursed for all Advances and Servicing
      Advances funded by the Servicer to the extent the related rights to be
      reimbursed therefor have not been sold, assigned or pledged to an Advancing
      Person.

     

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

     

    Any
      amendment to this Section 3.29 or to any other provision of this Agreement
      that
      may be necessary or appropriate to effect the terms of an Advance Facility
      as
      described generally in this Section 3.29, including amendments to add provisions
      relating to a successor servicer, may be entered into by the Trustee, the
      Depositor and the Servicer without the consent of any Certificateholder but
      with
      the consent of the NIMS Insurer, provided such amendment complies with Section
      11.01 hereof.  All reasonable costs and expenses (including attorneys’
fees) of each party hereto of any such amendment shall be borne solely by the
      Servicer.  Prior to entering into an Advance Facility, the Servicer
      shall notify the Advancing Person in writing that:  (a) the Advances
      and/or Servicing Advances purchased, financed by and/or pledged to the Advancing
      Person are obligations owed to the Servicer on a non-recourse basis payable
      only
      from the cash flows and proceeds received under this Agreement for reimbursement
      of Advances and/or Servicing Advances only to the extent provided herein, and
      the Trustee and the Trust are not otherwise obligated or liable to repay any
      Advances and/or Servicing Advances financed by the Advancing Person and (b)
      the
      Trustee shall not have any responsibility to track or monitor the administration
      of the Advance Facility between the Servicer and the Advancing
      Person.

     

    ARTICLE
      IV

     

    FLOW
      OF
      FUNDS

     

    
      	
              SECTION
                4.01  

            	
              Distributions.

            


    

     

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

     

    (i)  concurrently,
      to the Holders of the Class I-A-1 Certificates, the Class X-1 Certificates
      and
      the Class X-3 Certificates (up to an amount equal to the Group I Class X-3
      Percentage of such distributions), the Monthly Interest Distributable Amount
      and
      the Unpaid Interest Shortfall Amount, if any, for such Class; and

     

    (ii)  concurrently,
      to the Holders of the Group II Certificates, on a pro rata basis based
      on the entitlement of each such Class, the Class X-2 Certificates and the Class
      X-3 Certificates (up to an amount equal to the Group II Class X-3 Percentage
      of
      such distributions), an amount equal to the excess, if any, of (x) the amount
      required to be distributed pursuant to Section 4.01(a)(II)(i) below for such
      Distribution Date over (y) the amount actually distributed pursuant to such
      clause from the Group II Interest Remittance Amount.

     

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

     

    (i)  concurrently,
      to the Holders of the Group II Certificates, on a pro rata basis based
      on the entitlement of each such Class, the Class X-2 Certificates and the Class
      X-3 Certificates (up to an amount equal to the Group II Class X-3 Percentage
      of
      such distributions), the Monthly Interest Distributable Amount and the Unpaid
      Interest Shortfall Amount, if any, for each such Class; and

     

    (ii)  concurrently,
      to the Holders of the Class I-A-1 Certificates, the Class X-1 Certificates
      and
      the Class X-3 Certificates (up to an amount equal to the Group I Class X-3
      Percentage of such distributions), an amount equal to the excess, if any, of
      (x)
      the amount required to be distributed pursuant to Section 4.01(a)(I)(i) above
      for such Distribution Date over (y) the amount actually distributed pursuant
      to
      such clause from the Group I Interest Remittance Amount.

     

    (III)           On
      each Distribution Date, distributions to the extent of the sum of the Group
      I
      Interest Remittance Amount and the Group II Interest Remittance Amount remaining
      undistributed for such Distribution Date shall be distributed sequentially,
      to
      the Holders of the Class M-1 Certificates and the Class M-1B Certificates (on
      a
pro rata basis based on the entitlement of each such class), the Class
      M-2 Certificates and the Class M-2B Certificates (on a pro rata basis
      based on the entitlement of each such class), the Class M-3 Certificates, the
      Class M-4 Certificates, the Class M-5 Certificates, the Class M-6 Certificates,
      the Class M-7 Certificates, the Class M-8 Certificates and the Class M-9
      Certificates, in that order, in an amount equal to the Monthly Interest
      Distributable Amount for each such Class.

     

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

     

    (i)  to
      the
      Holders of the Class I-A-1 Certificates, until the Certificate Principal Balance
      thereof has been reduced to zero; and

     

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

     

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

     

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

     

    (ii)  after
      taking into account the amount distributed to the Holders of the Class I-A-1
      Certificates pursuant to Section 4.01(b)(I)(i) above on such Distribution Date,
      to the Holders of the Class I-A-1 Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero.

     

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

     

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

     

    (i)  to
      the
      Holders of the Class I-A-1 Certificates, the Group I Senior Principal
      Distribution Amount until the Certificate Principal Balance thereof has been
      reduced to zero; and

     

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

     

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

     

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

     

    (ii)  to
      the
      Holders of the Class I-A-1 Certificates, an amount equal to the excess, if
      any,
      of (x) the amount required to be distributed pursuant to Section 4.01(b)(IV)(i)
      above for such Distribution Date over (y) the amount actually distributed
      pursuant to Section 4.01(b)(IV)(i) above from the Group I Principal Distribution
      Amount on such Distribution Date.

     

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

     

    (i)  to
      the
      Holders of the Class M-1 Certificates and the Class M-1B Certificates (on a
      pro rata basis based on the entitlement of each such class), the Class
      M-1 Principal Distribution Amount until the Certificate Principal Balance
      thereof has been reduced to zero;

     

    (ii)  to
      the
      Holders of the Class M-2 Certificates and the Class M-2B Certificates (on a
      pro rata basis based on the entitlement of each such class), the Class
      M-2 Principal Distribution Amount until the Certificate Principal Balance
      thereof has been reduced to zero;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (i)  to
      the
      Holders of the Class or Classes of Certificates then entitled to receive
      distributions in respect of principal, in an amount equal to any Extra Principal
      Distribution Amount, distributable to such Holders as part of the Group I
      Principal Distribution Amount and/or the Group II Principal Distribution Amount
      as described under Section 4.01(b) above;

     

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

     

    (iii)  to
      the
      Net WAC Rate Carryover Reserve Account, the amount of any Net WAC Rate Carryover
      Amounts, after taking into account amounts, if any, received under the Basis
      Risk Cap Agreement;

     

    (iv)  to
      the
      Supplemental Interest Trust Trustee for payment to the Swap Provider, any Swap
      Termination Payments resulting from a Swap Provider Trigger Event (to the extent
      not paid by the Supplemental Interest Trust Trustee from any upfront payment
      received pursuant to any replacement interest rate swap agreement);

     

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

     

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

     

    (vii)  any
      remaining amounts to the Holders of the Residual Certificates (in respect of
      the
      Class R-5 Interest).

     

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

     

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

     

    (ii)  sequentially,
      the Class M-1 Certificates and the Class M-1B Certificates (on a pro
      rata basis based on the entitlement of each such class), the Class M-2
      Certificates and the Class M-2B Certificates (on a pro rata basis based
      on the entitlement of each such class), the Class M-3 Certificates, the Class
      M-4 Certificates, the Class M-5 Certificates, the Class M-6 Certificates, the
      Class M-7 Certificates, the Class M-8 Certificates and the Class M-9
      Certificates, in that order, the related Basis Risk Cap Amount, from payments
      made under the Basis Risk Cap Agreement, in each case up to a maximum amount
      equal to the related Net WAC Rate Carryover Amount for such Distribution
      Date;

     

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

     

    (iv)  sequentially,
      to the Class M-1 Certificates and the Class M-1B Certificates (on a pro
      rata basis based on the entitlement of each such class), the Class M-2
      Certificates and the Class M-2B Certificates (on a pro rata basis based
      on the entitlement of each such class), the Class M-3 Certificates, the Class
      M-4 Certificates, the Class M-5 Certificates, the Class M-6 Certificates, the
      Class M-7 Certificates, the Class M-8 Certificates and the Class M-9
      Certificates, in that order, the related Net WAC Rate Carryover Amount remaining
      undistributed pursuant to clause (ii) above.

     

    (e)  In
      accordance with the first sentence of Section 4.09(b), on or before each
      Distribution Date, Net Swap Payments (whether payable to the Swap Provider
      or to
      the Supplemental Interest Trust Trustee), any Swap Termination Payment owed
      to
      the Swap Provider not resulting from a Swap Provider Trigger Event pursuant
      to
      the Interest Rate Swap Agreement and any Swap Termination Payments owed to
      the
      Supplemental Interest Trust Trustee will be deposited by the Supplemental
      Interest Trust Trustee into the Swap Account.  On or before each
      Distribution Date, the Trustee shall withdraw from amounts on deposit in the
      Swap Account (other than amounts representing Swap Termination Payments received
      by the Supplemental Interest Trust Trustee from the Swap Provider or Net Swap
      Payments received by the Supplemental Interest Trust Trustee from the Swap
      Provider) prior to any distribution to any Certificates and pay as
      follows:

     

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

     

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

     

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

     

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

     

    (ii)  sequentially,
      to the Class M-1 Certificates and Class M-1B Certificates (on a pro
      rata basis based on the entitlement of each such class), Class M-2
      Certificates and Class M-2B Certificates (on a pro rata basis based on
      the entitlement of each such class), Class M-3 Certificates, Class M-4
      Certificates, Class M-5 Certificates, Class M-6 Certificates, Class M-7
      Certificates, Class M-8 Certificates and Class M-9 Certificates, in that order,
      the related Monthly Interest Distributable Amount and Unpaid Interest Shortfall
      Amount, to the extent remaining undistributed on such Distribution
      Date;

     

    (iii)  to
      the
      Holders of the Class or Classes of Certificates then entitled to receive
      distributions in respect of principal, in an amount equal to any Extra Principal
      Distribution Amount, distributable to such Holders as part of the Group I
      Principal Distribution Amount and/or the Group II Principal Distribution
      Amount;

     

    (iv)  sequentially
      to the Class M-1 Certificates and Class M-1B Certificates (on a pro
      rata basis based on the entitlement of each such class), Class M-2
      Certificates and Class M-2B Certificates (on a pro rata basis based on
      the entitlement of each such class), Class M-3 Certificates, Class M-4
      Certificates, Class M-5 Certificates, Class M-6 Certificates, Class M-7
      Certificates, Class M-8 Certificates and Class M-9 Certificates, in that order,
      in each case up to the related Allocated Realized Loss Amount related to such
      Certificates for such Distribution Date remaining undistributed on such
      Distribution Date;

     

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

     

    (vi)  sequentially,
      to the Class M-1 Certificates and Class M-1B Certificates (on a pro
      rata basis based on the entitlement of each such class), Class M-2
      Certificates and Class M-2B Certificates (on a pro rata basis based on
      the entitlement of each such class), Class M-3 Certificates, Class M-4
      Certificates, Class M-5 Certificates, Class M-6 Certificates, Class M-7
      Certificates, Class M-8 Certificates and Class M-9 Certificates, in that order,
      the related Net WAC Rate Carryover Amount, to the extent remaining undistributed
      on such Distribution Date; and

     

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

     

    Notwithstanding
      any of the foregoing, the aggregate amount distributed under Section
      4.01(f)(iii) above on such Distribution Date, when added to the cumulative
      amount distributed under Section 4.01(f)(iii) above on all prior Distribution
      Dates, will not be permitted to exceed the cumulative amount of Realized Losses
      incurred on the Mortgage Loans since the Cut-off Date through the last day
      of
      the Prepayment Period (reduced by the aggregate amount of Subsequent Recoveries
      received since the Cut-off date through the last day of the Prepayment
      Period).  Any amounts that would otherwise be distributable from the
      Supplemental Interest Trust on any Distribution Date under Section 4.01(f)(iii)
      above, but for the foregoing proviso, will be retained in the Supplemental
      Interest Trust and will be included in amounts available for distribution from
      the Supplemental Interest Trust on the next succeeding Distribution Date,
      subject to the foregoing proviso in the case of amounts to be distributed under
      Section 4.01(f)(iii) above.

     

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

     

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

     

    (ii)  sequentially,
      to the Class M-1 Certificates and Class M-1B Certificates (on a pro
      rata basis based on the entitlement of each such class), Class M-2
      Certificates and Class M-2B Certificates (on a pro rata basis based on
      the entitlement of each such class), Class M-3 Certificates, Class M-4
      Certificates, Class M-5 Certificates, Class M-6 Certificates, Class M-7
      Certificates, Class M-8 Certificates and Class M-9 Certificates, in that order,
      the related Monthly Interest Distributable Amount and Unpaid Interest Shortfall
      Amount, to the extent remaining undistributed;

     

    (iii)  to
      the
      Holders of the Class or Classes of Certificates then entitled to receive
      distributions in respect of principal, in an amount equal to any Extra Principal
      Distribution Amount, without taking into account amounts, if any, received
      under
      the Interest Rate Swap Agreement, distributable to such Holders as part of
      the
      Group I Principal Distribution Amount and/or the Group II Principal Distribution
      Amount;

     

    (iv)  sequentially
      to the Class M-1 Certificates and Class M-1B Certificates (on a pro
      rata basis based on the entitlement of each such class), Class M-2
      Certificates and Class M-2B Certificates (on a pro rata basis based on
      the entitlement of each such class), Class M-3 Certificates, Class M-4
      Certificates, Class M-5 Certificates, Class M-6 Certificates, Class M-7
      Certificates, Class M-8 Certificates and Class M-9 Certificates, in that order,
      in each case up to the related Allocated Realized Loss Amount related to such
      Certificates for such Distribution Date remaining undistributed;

     

    (v)  concurrently,
      to each Class of Class A Certificates, the related Net WAC Rate Carryover
      Amount, to the extent remaining undistributed after distributions are made
      from
      the Net WAC Rate Carryover Reserve Account, on a pro rata basis based
      on such respective Net WAC Rate Carryover Amounts remaining
      undistributed;

     

    (vi)  sequentially,
      to the Class M-1 Certificates and Class M-1B Certificates (on a pro
      rata basis based on the entitlement of each such class), Class M-2
      Certificates and Class M-2B Certificates (on a pro rata basis based on
      the entitlement of each such class), Class M-3 Certificates, Class M-4
      Certificates, Class M-5 Certificates, Class M-6 Certificates, Class M-7
      Certificates, Class M-8 Certificates and Class M-9 Certificates, in that order,
      the related Net WAC Rate Carryover Amount, to the extent remaining
      undistributed; and

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
              SECTION
                4.02  

            	
              [Reserved].

            


    

     

    
      	
              SECTION
                4.03  

            	
              Statements.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

    (vi)  the
      aggregate Principal Balance of the Mortgage Loans and any REO Properties as
      of
      the end of the related Due Period;

     

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

     

    (viii)  the
      number and aggregate unpaid Stated Principal Balance of Mortgage Loans (not
      including a Liquidated Mortgage Loan as of the end of the Prepayment Period)
      that were (A) Delinquent (exclusive of Mortgage Loans in bankruptcy or
      foreclosure and REO Properties) using the OTS Method (as described below) (1)
      30
      to 59 days, (2) 60 to 89 days and (3) 90 or more days, (B) as to which
      foreclosure proceedings have been commenced and Delinquent (1) 30 to 59 days,
      (2) 60 to 89 days and (3) 90 or more days, (C) in bankruptcy and Delinquent
      (1)
      30 to 59 days, (2) 60 to 89 days and (3) 90 or more days, in each case as of
      the
      Close of Business on the last day of the calendar month preceding such
      Distribution Date and (D) REO Properties, as well as the aggregate principal
      balance of Mortgage Loans that were liquidated and the net proceeds resulting
      therefrom;

     

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

     

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

     

    (xi)  the
      Delinquency Percentage, the Cumulative Loss Percentage and the Realized Loss
      Percentage;

     

    (xii)  the
      aggregate amount of Realized Losses incurred during the related Prepayment
      Period which will include the cumulative amount of Realized Losses and the
      aggregate amount of Subsequent Recoveries received during the related Prepayment
      Period;

     

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

     

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

     

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

     

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

     

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

     

    (xviii)  whether
      the Stepdown Date or a Trigger Event has occurred;

     

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

     

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

     

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

     

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

     

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

     

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

     

    In
      the
      case of information furnished pursuant to subclauses (i) and (ii) above, the
      amounts shall be expressed in a separate section of the report as a dollar
      amount for each Class for each $1,000 original dollar amount as of the Cut-off
      Date.

     

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

     

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

     

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

     

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

     

    (e)  On
      each
      Distribution Date, the Trustee shall make available an updated electronic
      loan-level data tape to Bloomberg Financial Markets, Inc., Loan Performance
      and
      Intex Solutions in a format acceptable to each of Bloomberg Financial Markets,
      Inc., Loan Performance and Intex Solutions, and shall supply such electronic
      loan-level data tape to each Certificateholder who requests such
      information.

     

    
      	
              SECTION
                4.04  

            	
              Remittance
                Reports; Advances.

            


    

     

    (a)  By
      the
      third Business Day following each Determination Date, but in no event later
      than
      the earlier of (i) such date which would allow the indenture trustee to submit
      a
      claim to the NIMS Insurer under the Indenture so as to allow a timely payment
      by
      the NIMS Insurer under the insurance policy related to the notes insured by
      the
      NIMS Insurer and (ii) the 20th day of
      each month
      (or if such 20th day is
      not a
      Business Day, the preceding Business Day), the Servicer shall deliver to the
      Trustee and the NIMS Insurer, by telecopy or electronic mail (or by such other
      means as the Servicer and the Trustee may agree from time to time) a Remittance
      Report with respect to the related Distribution Date, which Remittance Reports
      the Trustee shall use in preparing the statement pursuant to Section
      4.03.  No later than the 20th day of each month, the Servicer shall
      deliver or cause to be delivered to the Trustee in addition to the information
      provided on the Remittance Report, such other information reasonably available
      to it with respect to the Mortgage Loans as the Trustee may reasonably require
      to perform the calculations necessary to (i) make the distributions contemplated
      by Section 4.01, (ii) to prepare the statements to Certificateholders
      contemplated by Section 4.03 and (iii) to prepare the Form 10-D contemplated
      by
      Section 4.05. The Trustee shall not be responsible to recompute, recalculate
      or
      verify any information provided to it by the Servicer.

     

    (b)  The
      amount of Advances to be made by the Servicer for any Distribution Date shall
      equal, subject to Section 4.04(d), the sum of (i) the aggregate amount of
      Monthly Payments (net of the related Servicing Fee), due during the related
      Due
      Period in respect of the Mortgage Loans, which Monthly Payments were delinquent
      on a contractual basis as of the Close of Business on the related Determination
      Date and (ii) with respect to each REO Property, which REO Property was acquired
      during or prior to the related Due Period and as to which REO Property an REO
      Disposition did not occur during the related Due Period, an amount equal to
      the
      excess, if any, of the REO Imputed Interest on such REO Property for the most
      recently ended calendar month, over the net income from such REO Property
      transferred to the Distribution Account pursuant to Section 3.23 for
      distribution on such Distribution Date. For purposes of the preceding sentence,
      the Monthly Payment on each Balloon Mortgage Loan with a delinquent Balloon
      Payment is equal to the assumed monthly payment that would have been due on
      the
      related Due Date based on the original principal amortization schedule for
      such
      Balloon Mortgage Loan.

     

    On
      or
      before 1:00 p.m. New York time on the Servicer Remittance Date, the Servicer
      shall remit in immediately available funds to the Trustee for deposit in the
      Distribution Account an amount equal to the aggregate amount of Advances, if
      any, to be made in respect of the Mortgage Loans and REO Properties for the
      related Distribution Date either (i) from its own funds or (ii) from the
      Collection Account, to the extent of funds held therein for future distribution
      (in which case it will cause to be made an appropriate entry in the records
      of
      Collection Account that amounts held for future distribution have been, as
      permitted by this Section 4.04, used by the Servicer in discharge of any such
      Advance) or (iii) in the form of any combination of (i) and (ii) aggregating
      the
      total amount of Advances to be made by the Servicer with respect to the Mortgage
      Loans and REO Properties. Any amounts held for future distribution used by
      the
      Servicer to make an Advance as permitted in the preceding sentence or withdrawn
      by the Servicer as permitted in Section 3.11(a)(ii) in reimbursement for
      Advances previously made shall be appropriately reflected in the Servicer’s
      records and replaced by the Servicer by deposit in the Collection Account on
      or
      before any future Servicer Remittance Date to the extent that the Available
      Funds for the related Distribution Date (determined without regard to Advances
      to be made on the Servicer Remittance Date) shall be less than the total amount
      that would be distributed to the Classes of Certificateholders pursuant to
      Section 4.01 on such Distribution Date if such amounts held for future
      distributions had not been so used to make Advances. The Trustee will provide
      notice to the NIMS Insurer and the Servicer by telecopy by the Close of Business
      on any Servicer Remittance Date in the event that the amount remitted by the
      Servicer to the Trustee on such date is less than the Advances required to
      be
      made by the Servicer for the related Distribution Date, as set forth in the
      related Remittance Report.

     

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

     

    (d)  Notwithstanding
      anything herein to the contrary, no Advance or Servicing Advance shall be
      required to be made hereunder by the Servicer if such Advance or Servicing
      Advance would, if made, constitute a Nonrecoverable Advance. The determination
      by the Servicer that it has made a Nonrecoverable Advance or that any proposed
      Advance or Servicing Advance, if made, would constitute a Nonrecoverable
      Advance, shall be evidenced by an Officers’ Certificate of the Servicer
      delivered to the NIMS Insurer, the Depositor, the Credit Risk Manager and the
      Trustee.

     

    
      	
              SECTION
                4.05  

            	
              Commission
                Reporting.

            


    

     

    The
      Trustee and the Servicer shall reasonably cooperate with the Depositor in
      connection with the Trust’s satisfying the reporting requirements under the
      Exchange Act.

     

    (a)  Reports
      Filed on Form 10-D

     

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

     

    (ii)  As
      set
      forth on Exhibit S hereto, within 5 calendar days after the related Distribution
      Date, (i) the parties to this transaction shall be required to provide to the
      Trustee 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 Trustee and such party, the form and substance of any Additional
      Form 10-D Disclosure, if applicable, together with an Additional Disclosure
      Notification (an “Additional Disclosure Notification”) and (ii) the Depositor
      will approve, as to form and substance, or disapprove, as the case may be,
      the
      inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Depositor
      will be responsible for any reasonable fees and expenses assessed or incurred
      by
      the Trustee in connection with including any Additional Form 10-D Disclosure
      in
      Form 10-D pursuant to this paragraph.

     

    (iii)  After
      preparing the Form 10-D, the Trustee shall, no later than 10 calendar days
      after
      the Distribution Date, forward electronically a copy of the Form 10-D to the
      Depositor. Within two Business Days after receipt of such copy, but no later
      than the 12th calendar day after the Distribution Date (or the next succeeding
      Business Day), (i) the Depositor shall notify the Trustee in writing of any
      changes to or approval of such Form 10-D and (ii) an officer of the Depositor
      shall execute the Form 10-D and return an electronic or fax copy of such
      executed Form 10-D (with an original executed hard copy to follow by overnight
      mail). Upon receipt of the executed Form 10- D and in the absence of receipt
      of
      any written changes or approval, the Trustee shall be entitled to assume that
      such Form 10-D is in final form and the Trustee may proceed with the filing
      of
      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 Trustee will follow the procedures set forth
      in
      subsection (d)(ii) of this Section 4.05. Promptly (but no later than 1 Business
      Day) after filing with the SEC, the Trustee will make available on its internet
      website a final executed copy of each Form 10-D filed by the Trustee. Each
      party
      to this Agreement acknowledges that the performance by the Depositor and the
      Trustee of their respective duties under this Section 4.05(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 4.05(a). The Trustee shall have no liability for
      any
      loss, expense, damage, claim arising out of or with respect to any failure
      to
      properly prepare and/or timely file such Form 10-D, where such failure results
      from the Trustee’s inability or failure to receive, on a timely basis, any
      information from any other party hereto needed to prepare, arrange for execution
      or file such Form 10-D, and for any erroneous, inaccurate or incomplete
      information or certification provided to the Trustee, not resulting from its
      own
      negligence, bad faith or willful misconduct.

     

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

     

    (b)  Reports
      Filed on Form 10-K.

     

    (i)  On
      or
      prior to the 90th day after the end of each fiscal year of the Trust Fund in
      which a Form 10-K is required to be filed or such earlier date as may be
      required by the Exchange Act (the “10-K Filing Deadline”) (it being understood
      that the fiscal year for the Trust Fund ends on December 31st of each year), commencing
      in
      March 2008, the Trustee shall prepare and file on behalf of the Trust Fund
      a
      Form 10-K, in form and substance as required by the Exchange Act. Each such
      Form
      10-K shall include the following items, in each case to the extent they have
      been delivered to the Trustee within the applicable time frames set forth in
      this Agreement, (i) an annual compliance statement for the Servicer, (ii)(A)
      the
      annual reports on assessment of compliance with servicing criteria for any
      Sub-Servicer and each subcontractor determined by the Servicer to be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, engaged by such parties (with each of the Trustee and the
      Custodian, a “Reporting Servicer”) as described under Section 3.21 and (B) if
      any Reporting Servicer’s report on assessment of compliance with servicing
      criteria described under Section 3.21 identifies any material instance of
      noncompliance, disclosure identifying such instance of noncompliance, or if
      any
      Reporting Servicer’s report on assessment of compliance with servicing criteria
      described under Section 3.21 is not included as an exhibit to such Form 10-K,
      disclosure that such report is not included and an explanation why such report
      is not included, (iii)(A) the registered public accounting firm attestation
      report for each Reporting Servicer, as described under Section 3.21 and (B)
      if
      any registered public accounting firm attestation report described under Section
      3.21 identifies any material instance of noncompliance, disclosure identifying
      such instance of noncompliance, or if any such registered public accounting
      firm
      attestation report is not included as an exhibit to such Form 10-K, disclosure
      that such report is not included and an explanation why such report is not
      included, and (iv) a Sarbanes-Oxley Certification; provided,
however, that the Trustee and the Depositor, at their discretion,
      may
      omit from the Form 10-K any annual compliance statement, assessment of
      compliance or attestation report that is not required to be filed with such
      Form
      10-K pursuant to Regulation AB. Any disclosure or information in addition to
      (i)
      through (iv) above that is required to be included on Form 10-K (“Additional
      Form 10-K Disclosure”) shall be reported by the party responsible to the
      Depositor and Trustee and directed and approved by the Depositor pursuant to
      the
      following paragraph and the Trustee will have no duty or liability for any
      failure hereunder to determine or prepare any Additional Form 10-K Disclosure,
      except as set forth in the next paragraph.

     

    (ii)  As
      set
      forth on Exhibit S hereto, no later than March 15th of each year that the Trust
      Fund is subject to the Exchange Act reporting requirements, commencing in 2008,
      (i) the parties to this transaction shall be required to provide to the Trustee
      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 Trustee
      and such party, the form and substance of any Additional Form 10-K Disclosure,
      if applicable, together with an Additional Disclosure Notification and (ii)
      the
      Depositor will approve, as to form and substance, or disapprove, as the case
      may
      be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The
      Depositor will be responsible for any reasonable fees and expenses assessed
      or
      incurred by the Trustee in connection with including any Additional Form 10-K
      Disclosure in Form 10-K pursuant to this paragraph.

     

    (iii)  After
      preparing the Form 10-K, the Trustee shall forward 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, (i) the Depositor shall notify the Trustee
      in writing of any changes to or approval of such Form 10-K and (ii) the senior
      officer in charge of securitization of the Depositor shall execute the Form
      10-K
      and return an electronic or fax copy of such executed Form 10-K (with an
      original executed hard copy to follow by overnight mail). Upon receipt of the
      executed Form 10-K and in the absence of receipt of any written changes or
      approval, the Trustee shall be entitled to assume that such Form 10-K is in
      final form and the Trustee may proceed with the filing of 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 Trustee will follow the procedures set forth in subsection (d)(ii)
      of this Section 4.05. Promptly (but no later than 1 Business Day) after filing
      with the SEC, the Trustee will make available on its internet website a final
      executed copy of each Form 10-K filed by the Trustee. The parties to this
      Agreement acknowledge that the performance by the Depositor and the Trustee
      of
      its duties under this Section 4.05(b) related to the timely preparation,
      execution and filing of Form 10-K is contingent upon such parties (and any
      Sub-Servicer and each subcontractor determined by the Servicer to be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB) strictly observing all applicable deadlines in the performance
      of
      their duties under this Section 4.05(b), Section 3.20, Section 3.21. Neither
      the
      Servicer nor the Trustee 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
      Trustee’s inability or failure to receive, on a timely basis, any information
      from any other party hereto needed to prepare, arrange for execution or file
      such Form 10-K, and for any erroneous, inaccurate or incomplete information
      or
      certification provided to the Trustee, not resulting from its own negligence,
      bad faith or willful misconduct.

     

    (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 Trustee that the Depositor has filed all such required reports during the
      preceding 12 months and that it has been subject to such filing requirement
      for
      the past 90 days. The Depositor shall notify the Trustee in writing, no later
      than March 15th with respect to the filing of a report on Form 10-K, if the
      answer to the questions should be “no.” The Trustee shall be entitled to rely on
      such representations in preparing and/or filing any such report.

     

    (v)  Each
      Form
      10-K shall include a Sarbanes-Oxley Certification, required to be included
      therewith pursuant to the Sarbanes-Oxley Act. The Trustee and the Servicer
      shall
      provide, and each such party shall cause any Sub-Servicer and each subcontractor
      determined by the Servicer to be “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB engaged by it to provide,
      to
      the Person who signs the Sarbanes-Oxley Certification (the “Certifying Person”),
      by March 15th of each year in which the Trust Fund is subject to the reporting
      requirements of the Exchange Act and otherwise within a reasonable period of
      time upon request, a certification (each, a “Back-Up Certification”) in the form
      of Exhibit N-3 hereto (or, in the case of the Trustee, the form attached hereto
      as Exhibit N-2) upon which the Certifying Person, the entity for which the
      Certifying Person acts as an officer, and such entity’s officers, directors and
      Affiliates (collectively with the Certifying Person, “Certification Parties”)
      can reasonably rely. The senior officer in charge of securitization of the
      Depositor shall serve as the Certifying Person on behalf of the Trust Fund.
      In
      the event any such party or any Sub-Servicer and each subcontractor determined
      by the Servicer to be “participating in the servicing function” within the
      meaning of Item 1122 of Regulation AB engaged by such party is terminated or
      resigns pursuant to the terms of this Agreement, or any applicable subservicing
      agreement, as the case may be, such party shall provide a Back-Up Certification
      to the Certifying Person pursuant to this Section with respect to the period
      of
      time it was subject to this Agreement or any applicable subservicing agreement,
      as the case may be.

     

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

     

    (ii)  As
      set
      forth on Exhibit S hereto, for so long as the Trust Fund is subject to the
      Exchange Act reporting requirements, no later than noon New York time on the
      2nd
      Business Day after the occurrence of a Reportable Event (i) the parties to
      this
      transaction shall be required to provide to the Trustee and the Depositor,
      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 Trustee
      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
      Trustee in connection with including any Form 8-K Disclosure Information in
      Form
      8-K pursuant to this paragraph.

     

    (iii)  After
      preparing the Form 8-K, the Trustee shall forward electronically a copy of
      the
      Form 8-K to the Depositor by noon New York City time on the 3rd Business Day
      after the occurrence of a Reportable Event. Promptly, but no later than the
      close of business on the third Business Day after the Reportable Event, (i)
      the
      Depositor shall notify the Trustee in writing of any change to or approval
      of
      such Form 8-K and (ii) an officer of the Depositor shall execute the Form 8-K
      and return an electronic or fax copy of such executed Form 8-K (with an original
      executed hard copy to follow by overnight mail). Upon receipt of the executed
      Form 8-K and in the absence of receipt of any written changes or approval,
      the
      Trustee shall be entitled to assume that such Form 8-K is in final form and
      the
      Trustee may proceed with filing of the Form 8-K. If a Form 8-K cannot be filed
      on time or if a previously filed Form 8-K needs to be amended, the Trustee
      will
      follow the procedures set forth in subsection (d)(ii) of this Section 4.05.
      Promptly (but no later than 1 Business Day) after filing with the SEC, the
      Trustee will, make available on its internet website a final executed copy
      of
      each Form 8-K filed by the Trustee. The parties to this Agreement acknowledge
      that the performance by the Depositor and the Trustee of their respective duties
      under this Section 4.05(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
      4.05(c). The Trustee shall have no 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 Trustee’s
      inability or failure to receive, on a timely basis, any information from any
      other party hereto needed to prepare, arrange for execution or file such Form
      8-K, not resulting from its own negligence, bad faith or willful
      misconduct.

     

    (d)  Suspension
      of Reporting; Amendments; Late Filings

     

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

     

    (ii)  In
      the
      event that the Trustee is unable to timely file with the SEC 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 Trustee will promptly notify the Depositor either via
      mail, e-mail or telephone. In the case of Form 10-D and 10-K, the parties to
      this Agreement will cooperate to prepare and file a Form 12b-25 and a 10-D/A
      and
      10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the
      case
      of Form 8-K, the Trustee shall, upon receipt of all required Form 8-K Disclosure
      Information and upon the approval and direction of the Depositor, include such
      disclosure information on the next Form 10-D. In the event that that the Trustee
      has actual knowledge or has received notice that any previously filed Form
      8-K,
      10-D or 10-K needs to be amended in connection with any Additional Form 10-D
      Disclosure, any Additional Form 10-K Disclosure or any Additional Form 8-K
      Disclosure Information or any amendment to such disclosure (other than for
      the
      purpose of restating any monthly statement for such Distribution Date), the
      Trustee will electronically notify the Depositor and such other parties to
      the
      transaction as are affected by such amendment and such parties will cooperate
      to
      prepare any necessary 8-K/A, 10-D/A or 10-K/A. Any Form 15, Form 12b-25 or
      any
      amendment to Form 8-K, Form 10-K or 10-D shall be signed by the senior officer
      in charge of securitization of the Depositor. The parties to this Agreement
      acknowledge that the performance by the Depositor and the Trustee of their
      respective duties under this Section 4.05(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 4.05. The Trustee shall not have any liability for any loss, expense,
      damage, claim arising out of, or with respect to any failure to properly prepare
      and/or timely file 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 Trustee’s inability or
      failure to obtain or receive, on a timely basis, any information from any other
      party hereto needed to prepare, arrange for execution or file such Form 15,
      Form
      12b-25 or any amendments to Forms 8-K, 10-D or 10-K, and for any erroneous,
      inaccurate or incomplete information or certification provided to the Trustee,
      not resulting from its own negligence, bad faith or willful
      misconduct.

     

    (e)  Not
      later
      than March 15 of each year (beginning in 2008) (or, if such day is not a
      Business Day, the immediately preceding Business Day), the Trustee shall sign
      the Trustee Certification (in the form attached hereto as Exhibit N-2) for
      the
      benefit of the Depositor and its officers, directors and
      affiliates.

     

    (f)  The
      Trustee agrees to indemnify the Depositor, its officers, directors, agents
      and
      employees for, and to hold them harmless against, any losses, damages,
      penalties, fines, forfeitures, legal fees and expenses and related costs,
      judgments, and any other costs, fees and expenses (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 Trustee’s failure to file a Form 10-D or Form 10-K in
      accordance with this Section 4.05 or any failure by the Trustee to deliver
      any
      information, report or certification, when and as required under Section 8.01,
      (ii) by reason of the Trustee’s willful misfeasance, reckless disregard, bad
      faith or negligence in the performance of such obligations pursuant to this
      Section 4.05 or (iii) any material misstatement or omission made in the Trustee
      Certification; provided, in each case, that with respect to any such
      claim or legal action (or pending or threatened claim or legal action), such
      indemnified Person shall have given the Trustee written notice thereof promptly
      after such indemnified Person shall have with respect to such claim or legal
      action knowledge thereof; provided, however, that such agreement by the
      Trustee to indemnify and hold harmless such Person shall not include or apply
      to
      any such losses, damages, penalties, fines, forfeitures, legal fees or expenses
      or related costs, judgments, or any other costs, fees or expenses arising from,
      caused by or resulting from the actions or omissions of any Person other than
      the Trustee, including without limitation the negligence, willful misfeasance,
      bad faith or reckless disregard of duties or obligations under or pursuant
      to
      this Agreement or other applicable agreement by the Depositor or the Servicer,
      including without limitation any erroneous, inaccurate or incomplete information
      or certification provided to the Trustee by the Depositor or the Servicer in
      connection with, or any failure or delay on the part of the Depositor or the
      Servicer to provide any information or certification necessary to, the Trustee’s
      performance under this Section 4.05. If the indemnification provided for in
      this
      Section 4.05 is unavailable or insufficient to hold harmless such indemnified
      Persons, then the Trustee shall contribute to the amount paid or payable by
      such
      indemnified Persons as a result of the losses, claims, damages or liabilities
      of
      such indemnified Persons in such proportion as is appropriate to reflect the
      relative fault of the Depositor on the one hand and the Trustee on the other.
      This indemnity shall survive the resignation or removal of the Trustee and
      the
      termination of this Agreement. Notwithstanding the foregoing, in no event shall
      the Trustee be liable for any consequential, indirect or punitive
      damages.

     

    Any
      notice or notification required to be delivered by the Trustee to the Depositor
      pursuant to this Section 4.05 may be delivered via facsimile to (203) 618-2596
      or telephonically by calling (203) 422-4284.

    


    Upon
      any
      filing with the Securities and Exchange Commission, the Trustee shall promptly
      deliver to the Depositor a copy of any such executed report, statement or
      information.

     

    
      	
              SECTION
                4.06  

            	
              Net
                WAC Rate Carryover Reserve Account.

            


    

     

    No
      later
      than the Closing Date, the Trustee shall establish and maintain with itself
      a
      separate, segregated trust account titled, “Net WAC Rate Carryover Reserve
      Account, Wells Fargo Bank, N.A., as Trustee, in trust for registered Holders
      of
      Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series
      2007-OPT5.” All amounts deposited in the Net WAC Rate Carryover Reserve Account
      shall be distributed to the Holders of the Floating Rate Certificates in the
      manner set forth in Section 4.01(d).

     

    On
      each
      Distribution Date as to which there is a Net WAC Rate Carryover Amount payable
      to the Floating Rate Certificates, the Trustee has been directed by the Class
      C
      Certificateholders to, and therefore will, deposit into the Net WAC Rate
      Carryover Reserve Account the amounts described in Section 4.01(c)(iii), rather
      than distributing such amounts to the Class C Certificateholders. On each such
      Distribution Date, the Trustee shall hold all such amounts for the benefit
      of
      the Holders of the Floating Rate Certificates, and will distribute such amounts
      to the Holders of the Floating Rate Certificates in the amounts and priorities
      set forth in Section 4.01(d).

     

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

     

    It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Net WAC Rate Carryover Reserve Account be
      disregarded as an entity separate from the Holder of the Class C Certificates
      unless and until the date when either (a) there is more than one Class C
      Certificateholder or (b) any Class of Certificates in addition to the Class
      C
      Certificates is recharacterized as an equity interest in the Net WAC Rate
      Carryover Reserve Account for federal income tax purposes, in which case it
      is
      the intention of the parties hereto that, for federal and state income and
      state
      and local franchise tax purposes, the Net WAC Rate Carryover Reserve Account
      be
      treated as a partnership; provided, that the Trustee shall not be required
      to
      prepare and file partnership tax returns in respect of such partnership unless
      it receives additional reasonable compensation (not to exceed $10,000 per year)
      for the preparation of such filings, written notification recognizing the
      creation of a partnership agreement or comparable documentation evidencing
      the
      partnership, if any.  All amounts deposited into the Net WAC Rate
      Carryover Reserve Account shall be treated as amounts distributed by REMIC
      5 to
      the Holder of the Class C Interest and by REMIC 6 to the Holder of the Class
      C
      Certificates.  The Net WAC Rate Carryover Reserve Account will be an
“outside reserve fund” within the meaning of Treasury regulation Section
      1.860G-2(h).  Upon the termination of the Trust, or the payment in
      full of the Floating Rate Certificates, all amounts remaining on deposit in
      the
      Net WAC Rate Carryover Reserve Account will be released by the Trust and
      distributed to the Holders of the Class C Certificates or their
      designees.  The Net WAC Rate Carryover Reserve Account will be part of
      the Trust but not part of any REMIC and any payments to the Holders of the
      Floating Rate Certificates of Net WAC Rate Carryover Amounts will not be
      payments with respect to a “regular interest” in a REMIC within the meaning of
      Code Section 860(G)(a)(1).

     

    By
      accepting a Class C Certificate, each Class C Certificateholder hereby agrees
      to
      direct the Trustee, and the Trustee hereby is directed, to deposit into the
      Net
      WAC Rate Carryover Reserve Account the amounts described above on each
      Distribution Date as to which there is any Net WAC Rate Carryover Amount rather
      than distributing such amounts to the Class C Certificateholders. By accepting
      a
      Class C Certificate, each Class C Certificateholder further agrees that such
      direction is given for good and valuable consideration, the receipt and
      sufficiency of which is acknowledged by such acceptance.

     

    Amounts
      on deposit in the Net WAC Rate Carryover Reserve Account shall remain
      uninvested.

     

    For
      federal tax return and information reporting, the right of the Holders of the
      Floating Rate Certificates to receive payments from the Net WAC Rate Carryover
      Reserve Account in respect of any Net WAC Rate Carryover Amount may have more
      than a de minimis value.

     

    
      	
              SECTION
                4.07  

            	
              Distributions
                on the REMIC Regular Interests.

            


    

     

    (a)  On
      each
      Distribution Date, the Trustee shall cause in the following order of priority,
      the following amounts which shall be deemed to be distributed by REMIC 1 to
      REMIC 2 on account of the REMIC 1 Regular Interests or withdrawn from the
      Distribution Account and distributed to the holders of the Class R Certificates
      (in respect of the Class R-1 Interest), as the case may be:

     

    (i)  With
      respect to the Group I Mortgage Loans:

     

    (A)  to
      Holders of each of REMIC 1 Regular Interest I and REMIC 1 Regular Interest
      I-1-A
      through I-51-B, on a pro rata basis, in an amount equal to (A)
      Uncertificated Accrued Interest for such REMIC 1 Regular Interests for such
      Distribution Date, plus (B) any amounts payable in respect thereof remaining
      unpaid from previous Distribution Dates; and

     

    (B)  to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (A)
      above, payments of principal shall be allocated as follows: first, to REMIC
      1
      Regular Interest I, then to REMIC 1 Regular Interests I-1-A through I-51-B
      starting with the lowest numerical denomination until the Uncertificated
      Principal Balance of each such REMIC 1 Regular Interest is reduced to zero,
      provided that, for REMIC 1 Regular Interests with the same numerical
      denomination, such payments of principal shall be allocated pro rata
      between such REMIC 1 Regular Interests.

     

    (ii)  With
      respect to the Group II Mortgage Loans:

     

    (A)  to
      Holders of each of REMIC 1 Regular Interest II and REMIC 1 Regular Interest
      II-1-A through II-51-B, on a pro rata basis, in an amount equal to (A)
      Uncertificated Accrued Interest for such REMIC 1 Regular Interests for such
      Distribution Date, plus (B) any amounts payable in respect thereof remaining
      unpaid from previous Distribution Dates; and

     

    (B)  to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (A)
      above, payments of principal shall be allocated as follows: first, to REMIC
      1
      Regular Interest II, then to REMIC 1 Regular Interests II-1-A through II-51-B
      starting with the lowest numerical denomination until the Uncertificated
      Principal Balance of each such REMIC 1 Regular Interest is reduced to zero,
      provided that, for REMIC 1 Regular Interests with the same numerical
      denomination, such payments of principal shall be allocated pro rata
      between such REMIC 1 Regular Interests.

     

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

     

    (b)  On
      each
      Distribution Date, the Trustee shall cause in the following order of priority,
      the following amounts which shall be deemed to be distributed by REMIC 2 to
      REMIC 3 on account of the REMIC 2 Regular Interests or withdrawn from the
      Distribution Account and distributed to the holders of the Class R Certificates
      (in respect of the Class R-2 Interest), as the case may be:

     

    (i)  first,
      to
      the Holders of REMIC 2 Regular Interest LTIO, in an amount equal to (A)
      Uncertificated Accrued Interest for such REMIC 2 Regular Interest for such
      Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from
      previous Distribution Dates;

     

    (ii)  second,
      to the extent of Available Funds, to Holders of REMIC 2 Regular Interest LTAA,
      REMIC 2 Regular Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular
      Interest LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest
      LTM1,
      REMIC 2 Regular Interest LTM1B, REMIC 2 Regular Interest LTM2, REMIC 2 Regular
      Interest LTM2B, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4,
      REMIC 2 Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular
      Interest LTM7, REMIC 2 Regular Interest LTM8, REMIC 2 Regular Interest LTM9,
      REMIC 2 Regular Interest LTZZ and REMIC 2 Regular Interest LTP, on a pro
      rata basis, in an amount equal to (A) the Uncertificated Accrued Interest
      for such Distribution Date, plus (B) any amounts in respect thereof remaining
      unpaid from previous Distribution Dates. Amounts payable as Uncertificated
      Accrued Interest in respect of REMIC 2 Regular Interest LTZZ shall be reduced
      and deferred when the REMIC 2 Overcollateralization Amount is less than the
      REMIC 2 Overcollateralization Target Amount, by the lesser of (x) the amount
      of
      such difference and (y) the Maximum Uncertificated Accrued Interest Deferral
      Amount and such amount will be payable to the Holders of REMIC 2 Regular
      Interest LTIA1, REMIC 2 Regular Interest LTIIA1, REMIC 2 Regular Interest
      LTIIA2, REMIC 2 Regular Interest LTIIA3, REMIC 2 Regular Interest LTM1, REMIC
      2
      Regular Interest LTM1B, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest
      LTM2B, REMIC 2 Regular Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC
      2
      Regular Interest LTM5, REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest
      LTM7, REMIC 2 Regular Interest LTM8 and REMIC 2 Regular Interest LTM9, in the
      same proportion as the Overcollateralization Deficiency Amount is allocated
      to
      the Corresponding Certificates and the Uncertificated Principal Balance of
      the
      REMIC 2 Regular Interest LTZZ shall be increased by such amount;

     

    (iii)  third,
      to
      the Holders of REMIC 2 Regular Interest LT1SUB, REMIC 2 Regular Interest LT1GRP,
      REMIC 2 Regular Interest LT2SUB, REMIC 2 Regular Interest LT2GRP and REMIC
      2
      Regular Interest LTXX, pro rata, in an amount equal to (A) the
      Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts
      in respect thereof remaining unpaid from previous Distribution
      Dates;

     

    (iv)  fourth,
      to the Holders of REMIC 2 Regular Interests, in an amount equal to the remainder
      of the REMIC 2 Marker Allocation Percentage of the Available Funds for such
      Distribution Date after the distributions made pursuant to clause (i) above,
      allocated as follows:

     

    (a)           98.00%
      of such remainder to the Holders of REMIC 2 Regular Interest LTAA and REMIC
      2
      Regular Interest LTP, until the Uncertificated Principal Balance of such
      Uncertificated REMIC 2 Regular Interest is reduced to zero; provided, however,
      that REMIC 2 Regular Interest LTP shall not be reduced until the Distribution
      Date immediately following the expiration of the latest Prepayment Charge as
      identified on the Prepayment Charge Schedule or any Distribution Date
      thereafter, at which point such amount shall be distributed to REMIC 2 Regular
      Interest LTP, until $100 has been distributed pursuant to this
      clause;

     

    (b)           2.00%
      of such remainder first, to the Holders of REMIC 2 Regular Interest LTIA1,
      REMIC
      2 Regular Interest LTIIA1, REMIC 2 Regular Interest LTIIA2, REMIC 2 Regular
      Interest LTIIA3, REMIC 2 Regular Interest LTM1, REMIC 2 Regular Interest LTM1B,
      REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest LTM2B, REMIC 2 Regular
      Interest LTM3, REMIC 2 Regular Interest LTM4, REMIC 2 Regular Interest LTM5,
      REMIC 2 Regular Interest LTM6, REMIC 2 Regular Interest LTM7, REMIC 2 Regular
      Interest LTM8, REMIC 2 Regular Interest LTM9, of and in the same proportion
      as
      principal payments are allocated to the Corresponding Certificates, until the
      Uncertificated Principal Balances of such REMIC 2 Regular Interests are reduced
      to zero, and second, to the Holders of REMIC 2 Regular Interest LTZZ, until
      the
      Uncertificated Principal Balance of such REMIC 2 Regular Interest is reduced
      to
      zero; and

     

    (c)           any
      remaining amount to the Holders of the Class R Certificates (in respect of
      the
      Class R-2 Interest).

     

    provided,
      however, that 98.00% and 2.00% of any principal payments that are attributable
      to an Overcollateralization Reduction Amount shall be allocated to Holders
      of
      REMIC 2 Regular Interest LTAA and REMIC 2 Regular Interest LTZZ,
      respectively.

    


    (v)  to
      the
      Holders of REMIC 2 Regular Interests, in an amount equal to the remainder of
      the
      REMIC 2 Sub WAC Allocation Percentage of Available Funds for such Distribution
      Date after the distributions made pursuant to clause (iii) above, and such
      that
      distributions of principal shall be deemed to be made to the REMIC 2 Regular
      Interests first, so as to keep the Uncertificated Accrued Balance of each REMIC
      2 Regular Interest ending with the designation “GRP” equal to 0.01% of the
      aggregate Stated Principal Balance of the Mortgage Loans in the related Loan
      Group; second, to each REMIC 2 Regular Interest ending with the designation
      “SUB,” so that the Uncertificated Accrued Balance of each such REMIC 2 Regular
      Interest is equal to 0.01% of the excess of (x) the aggregate Stated Principal
      Balance of the Mortgage Loans in the related Loan Group over (y) the current
      Certificate Principal Balance of the Class A Certificates in the related Loan
      Group (except that if any such excess is a larger number than in the preceding
      distribution period, the least amount of principal shall be distributed to
      such
      REMIC 2 Regular Interests such that the REMIC 2 Subordinated Balance Ratio
      is
      maintained); and third, any remaining principal to REMIC 2 Regular Interest
      LTXX; and

     

    (vi)  any
      remaining amount to the Holders of the Class R Certificates (as Holder of the
      Class R-2 Interest).

     

    (c)  On
      each
      Distribution Date, the Trustee shall cause in the following order of priority,
      the following amounts which shall be deemed to be distributed by REMIC 3 to
      REMIC 4 on account of the REMIC 3 Regular Interests or withdrawn from the
      Distribution Account and distributed to the holders of the Class R Certificates
      (in respect of the Class R-3 Interest), as the case may be:

     

    (i)  first,
      to
      the Holders of REMIC 3 Regular Interest LTIO, in an amount equal to (A)
      Uncertificated Accrued Interest for such REMIC 3 Regular Interest for such
      Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from
      previous Distribution Dates;

     

    (ii)  second,
      to the Holders of the REMIC 3 Regular Interests (other than REMIC 3 Regular
      Interest LTIO) in an amount equal to (A) Uncertificated Accrued Interest for
      such REMIC 3 Regular Interest for such Distribution Date, plus (B) any amounts
      in respect thereof remaining unpaid from previous Distribution
      Dates;

     

    (iii)           third,
      an amount of principal shall be deemed to be distributed on each the REMIC
      3
      Regular Interests in the amount equal to the principal, if any, distributed
      on
      the Corresponding Certificate; and

     

    (iv)           any
      remaining amount to the Holders of the Class R Certificates (in respect of
      the
      Class R-3 Interest).

     

    (d)  On
      each
      Distribution Date, the Trustee shall cause in the following order of priority,
      the following amounts which shall be deemed to be distributed by REMIC 4 to
      REMIC 5 on account of the REMIC 4 Regular Interests or withdrawn from the
      Distribution Account and distributed to the holders of the Class R Certificates
      (in respect of the Class R-4 Interest), as the case may be:

     

    (i)  first,
      to
      the Holders of REMIC 4 Regular Interest IO, in an amount equal to (A)
      Uncertificated Accrued Interest for such REMIC 4 Regular Interest for such
      Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from
      previous Distribution Dates;

     

    (ii)  second,
      to the Holders of the REMIC 4 Regular Interests (other than REMIC 4 Regular
      Interest IO) in an amount equal to (A) Uncertificated Accrued Interest for
      such
      REMIC 4 Regular Interest for such Distribution Date, plus (B) any amounts in
      respect thereof remaining unpaid from previous Distribution Dates;

     

    (iii)           third,
      an amount of principal shall be deemed to be distributed on each the REMIC
      4
      Regular Interests in the amount equal to the principal, if any, distributed
      on
      the Corresponding Certificate; and

     

    (iv)           any
      remaining amount to the Holders of the Class R Certificates (in respect of
      the
      Class R-4 Interest).

     

    (e)  Interest
      and principal shall be deemed to be distributed on the Class C Interest and
      the
      Class P Interest for each Distribution Date in the amounts, if any, that are
      distributed on the Corresponding Certificates for such Distribution
      Date.  For the purpose of calculating the amount of Uncertificated
      Accrued Interest for the Class X-2 and Class X-3 Components for any Distribution
      Date, the aggregate amount of Interest distributed to the Class X-2 or Class
      X-3
      Certificates, as applicable, shall be deemed to be distributed among the related
      Class X-2 or Class X-3 Components pro rata based on, and to the extent
      of, one month’s interest at the then applicable respective Pass-Through Rate on
      the respective Notional Amount of each such REMIC 5 Regular
      Interest.

     

    
      	
              SECTION
                4.08  

            	
              Allocation
                of Realized Losses.

            


    

     

    (a)  All
      Realized Losses on the Mortgage Loans allocated to any Regular Certificate
      shall
      be allocated by the Trustee on each Distribution Date as
      follows:  first, to Net Monthly Excess Cashflow; second, to Net Swap Payments received
      under the Interest Rate Swap Agreement; third, to amounts received under the
      Interest Rate Cap Agreement; fourth, to the Class C Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero; fifth, to the
      Class M-9 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero; sixth, to the Class M-8 Certificates, until the Certificate
      Principal Balance thereof has been reduced to zero; seventh, to the Class M-7
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; eighth, to the Class M-6 Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero; ninth, to the Class M-5 Certificates,
      until the Certificate Principal Balance thereof has been reduced to zero; tenth,
      to the Class M-4 Certificates, until the Certificate Principal Balance thereof
      has been reduced to zero; eleventh, to the Class M-3 Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero; twelfth, to
      the
      Class M-2 Certificates and Class M-2B Certificates (on a pro rata basis
      based on the entitlement of each such class), until the aggregate Certificate
      Principal Balance thereof has been reduced to zero and thirteenth, to the Class
      M-1 Certificates and the Class M-1B Certificates (on a pro rata basis
      based on the entitlement of each such class), until the aggregate Certificate
      Principal Balance thereof has been reduced to zero.  All Realized
      Losses to be allocated to the Certificate Principal Balances of all Classes
      on
      any Distribution Date shall be so allocated after the actual distributions
      to be
      made on such date as provided above. All references above to the Certificate
      Principal Balance of any Class of Certificates shall be to the Certificate
      Principal Balance of such Class immediately prior to the relevant Distribution
      Date, before reduction thereof by any Realized Losses, in each case to be
      allocated to such Class of Certificates, on such Distribution Date.

     

    Any
      allocation of Realized Losses to a Mezzanine Certificate on any Distribution
      Date shall be made by reducing the Certificate Principal Balance thereof by
      the
      amount so allocated; any allocation of Realized Losses to a Class C Certificates
      shall be made first by reducing the amount otherwise payable in respect thereof
      pursuant to Section 4.01(c)(v). No allocations of any Realized Losses shall
      be
      made to the Certificate Principal Balances of the Class A Certificates or the
      Class P Certificates.

     

    (b)  With
      respect to the REMIC 1 Group I Regular Interests, all Realized Losses on the
      Group I Mortgage Loans shall be allocated by the Trustee on each Distribution
      Date, first to REMIC 1 Regular Interest I until the Uncertificated Principal
      Balance has been reduced to zero, and second, to REMIC 1 Regular Interest I-1-A
      through REMIC 1 Regular Interest I-51-B, starting with the lowest numerical
      denomination until such REMIC 1 Regular Interest has been reduced to zero,
      provided that, for REMIC 1 Regular Interests with the same numerical
      denomination, such Realized Losses shall be allocated pro rata between
      such REMIC 1 Regular Interests.  With respect to the REMIC 1 Group II
      Regular Interests, all Realized Losses on the Group II Mortgage Loans shall
      be
      allocated by the Trustee on each Distribution Date, first to REMIC 1 Regular
      Interest II until the Uncertificated Principal Balance has been reduced to
      zero,
      and second, to REMIC 1 Regular Interest II-1-A through REMIC 1 Regular Interest
      II-51-B, starting with the lowest numerical denomination until such REMIC 1
      Regular Interest has been reduced to zero, provided that, for REMIC 1 Regular
      Interests with the same numerical denomination, such Realized Losses shall
      be
      allocated pro rata between such REMIC 1 Regular Interests.

     

    (c)  With
      respect to the REMIC 2 Regular Interests, the REMIC 2 Marker Allocation
      Percentage of all Realized Losses on the Mortgage Loans shall be deemed to
      have
      been allocated in the specified percentages, as follows:  first, to
      Uncertificated Accrued Interest payable to the REMIC 2 Regular Interest LTAA
      and
      REMIC 2 Regular Interest LTZZ up to an aggregate amount equal to the REMIC
      2
      Interest Loss Allocation Amount, 98% and 2%, respectively; second, to the
      Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA and REMIC
      2
      Regular Interest LTZZ up to an aggregate amount equal to the REMIC 2 Principal
      Loss Allocation Amount, 98% and 2%, respectively; third, to the Uncertificated
      Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest
      LTM9 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until
      the
      Uncertificated Principal Balance of REMIC 2 Regular Interest LTM9 has been
      reduced to zero; fourth, to the Uncertificated Principal Balances of REMIC
      2
      Regular Interest LTAA, REMIC 2 Regular Interest LTM8 and REMIC 2 Regular
      Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC 2 Regular Interest LTM8 has been reduced to zero; fifth, to
      the
      Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2
      Regular Interest LTM7 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
      Interest LTM7 has been reduced to zero; sixth, to the Uncertificated Principal
      Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM6 and
      REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Principal Balance of REMIC 2 Regular Interest LTM6 has been
      reduced to zero; seventh, to the Uncertificated Principal Balances of REMIC
      2
      Regular Interest LTAA, REMIC 2 Regular Interest LTM5 and REMIC 2 Regular
      Interest LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC 2 Regular Interest LTM5 has been reduced to zero; eighth,
      to
      the Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC
      2
      Regular Interest LTM4 and REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Principal Balance of REMIC 2 Regular
      Interest LTM4 has been reduced to zero; ninth, to the Uncertificated Principal
      Balances of REMIC 2 Regular Interest LTAA, REMIC 2 Regular Interest LTM3 and
      REMIC 2 Regular Interest LTZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Principal Balance of REMIC 2 Regular Interest LTM3 has been
      reduced to zero; tenth, to the Uncertificated Principal Balances of REMIC 2
      Regular Interest LTAA, REMIC 2 Regular Interest LTM2, REMIC 2 Regular Interest
      LTM2B and REMIC 2 Regular Interest LTZZ, 98%, 1%, 1% and 1%, respectively,
      until
      the Uncertificated Principal Balance of REMIC 2 Regular Interest LTM2 and REMIC
      2 Regular Interest LTM2B has been reduced to zero; eleventh, to the
      Uncertificated Principal Balances of REMIC 2 Regular Interest LTAA, REMIC 2
      Regular Interest LTM1, REMIC 2 Regular Interest LTM1B and REMIC 2 Regular
      Interest LTZZ, 98%, 1%, 1% and 1%, respectively, until the Uncertificated
      Principal Balance of REMIC 2 Regular Interest LTM1 and REMIC 2 Regular Interest
      LTM1B has been reduced to zero.

     

    (d)  The
      REMIC
      2 Sub WAC Allocation Percentage of all Realized Losses shall be applied after
      all distributions have been made on each Distribution Date first, so as to
      keep
      the Uncertificated Principal Balance of each REMIC 2 Regular Interest ending
      with the designation “GRP” equal to 0.01% of the aggregate Stated Principal
      Balance of the Mortgage Loans in the related Loan Group; second, to each REMIC
      2
      Regular Interest ending with the designation “SUB,” so that the Uncertificated
      Principal Balance of each such REMIC 2 Regular Interest is equal to 0.01% of
      the
      excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans
      in
      the related Loan Group over (y) the current Certificate Principal Balance of
      the
      Class A Certificates in the related Loan Group (except that if any such excess
      is a larger number than in the preceding distribution period, the least amount
      of Realized Losses shall be applied to such REMIC 2 Regular Interests such
      that
      the REMIC 2 Subordinated Balance Ratio is maintained); and third, any remaining
      Realized Losses shall be allocated to REMIC 2 Regular Interest
      LTXX.

     

    (e)  Realized
      Losses on the Mortgage Loans shall be deemed to be allocated to each REMIC
      3
      Regular Interest in an amount of Realized Losses, if any, allocated to the
      Corresponding Certificate for such Distribution Date.

     

    (f)  Realized
      Losses on the Mortgage Loans shall be deemed to be allocated to each REMIC
      4
      Regular Interest in an amount of Realized Losses, if any, allocated to the
      Corresponding Certificate for such Distribution Date.

     

    (g)  Realized
      Losses on the Mortgage Loans shall be deemed to be allocated to each REMIC
      5
      Regular Interest in an amount of Realized Losses, if any, allocated to the
      Corresponding Certificate for such Distribution Date.

     

    
      	
              SECTION
                4.09  

            	
              Swap
                Account.

            


    

     

    (a)  On
      the
      Closing Date, there is hereby established a separate trust (the “Supplemental
      Interest Trust”), into which the Depositor shall deposit the Interest Rate Swap
      Agreement.  The Supplemental Interest Trust shall be maintained by the
      Supplemental Interest Trust Trustee.  No later than the Closing Date,
      the Supplemental Interest Trust Trustee shall establish and maintain a separate,
      segregated trust account to be held in the Supplemental Interest Trust, titled,
      “Swap Account, Wells Fargo Bank, N.A., as Supplemental Interest Trust Trustee,
      in trust for the registered Certificateholders of Soundview Home Loan Trust
      2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5.” Such account shall be
      an Eligible Account and funds on deposit therein shall be held separate and
      apart from, and shall not be commingled with, any other moneys, including,
      without limitation, other moneys of the Trustee held pursuant to this
      Agreement.  Amounts therein shall be held uninvested.

     

    (b)  Prior
      to
      each Distribution Date and prior to any distribution to any Certificate, the
      Supplemental Interest Trust Trustee shall deposit into the Swap Account the
      amount of any Net Swap Payment or Swap Termination Payment (other than any
      Swap
      Termination Payment resulting from a Swap Provider Trigger Event) owed to the
      Swap Provider (after taking into account any upfront payment received from
      the
      counterparty to a replacement interest rate swap agreement) from funds collected
      and received with respect to the Mortgage Loans prior to the determination
      of
      Available Funds for distribution in accordance with Section 4.01 hereof. For
      federal income tax purposes, any amounts paid to the Swap Provider on each
      Distribution Date shall first be deemed paid to the Swap Provider in respect
      of
      REMIC 8 Regular Interest SWAP IO to the extent of the amount distributable
      on
      REMIC 8 Regular Interest SWAP IO on such Distribution Date, and any remaining
      amount shall be deemed paid to the Swap Provider in respect of a Class IO
      Distribution Amount (as defined below).

     

    (c)  It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Supplemental Interest Trust be disregarded
      as
      an entity separate from the Holder of the Class C Certificates unless and until
      the date when either (a) there is more than one Class C Certificateholder or
      (b)
      any Class of Certificates in addition to the Class C Certificates is
      recharacterized as an equity interest in the Supplemental Interest Trust for
      federal income tax purposes, in which case it is the intention of the parties
      hereto that, for federal and state income and state and local franchise tax
      purposes, the Supplemental Interest Trust be treated as a partnership; provided,
      that the Trustee shall not be required to prepare and file partnership tax
      returns in respect of such partnership unless it receives additional reasonable
      compensation (not to exceed $10,000 per year) for the preparation of such
      filings, written notification recognizing the creation of a partnership
      agreement or comparable documentation evidencing the partnership, if
      any.  The Supplemental Interest Trust will be an “outside reserve
      fund” within the meaning of Treasury Regulation Section
      1.860G-2(h).

     

    (d)  To
      the
      extent that the Supplemental Interest Trust is determined to be a separate
      legal
      entity from the Supplemental Interest Trust Trustee, any obligation of the
      Supplemental Interest Trust Trustee under the Interest Rate Swap Agreement
      shall
      be deemed to be an obligation of the Supplemental Interest Trust.

     

    (e)  The
      Trustee shall treat the Holders of Certificates (other than the Class P, Class
      C, Class R and Class R-X Certificates) as having entered into a notional
      principal contract with respect to the Holders of the Class C Certificates.
      Pursuant to each such notional principal contract, all Holders of Certificates
      (other than the Class P, Class C, Class R and Class R-X Certificates) shall
      be
      treated as having agreed to pay, on each Distribution Date, to the Holder of
      the
      Class C Certificates an aggregate amount equal to the excess, if any, of (i)
      the
      amount payable on such Distribution Date on the REMIC 5 Regular Interest
      corresponding to such Class of Certificates over (ii) the amount payable on
      such
      Class of Certificates on such Distribution Date (such excess, a “Class IO
      Distribution Amount”). A Class IO Distribution Amount payable from interest
      collections shall be allocated pro rata among such Certificates based
      on the excess of (a) the amount of interest otherwise payable to such
      Certificates over (ii) the amount of interest payable to such Certificates
      at a
      per annum rate equal to the Net WAC Rate, and a Class IO Distribution Amount
      payable from principal collections shall be allocated to the most subordinate
      Class of Certificates with an outstanding principal balance to the extent of
      such balance. In addition, pursuant to such notional principal contract, the
      Holder of the Class C Certificates shall be treated as having agreed to pay
      Net
      WAC Rate Carryover Amounts to the Holders of the Floating Rate Certificates
      in
      accordance with the terms of this Agreement. Any payments to the Certificates
      from amounts deemed received in respect of this notional principal contract
      shall not be payments with respect to a Regular Interest in a REMIC within
      the
      meaning of Code Section 860G(a)(1). However, any payment from the Certificates
      (other than the Class C, Class P, Class R and Class R-X Certificates) of a
      Class
      IO Distribution Amount shall be treated for tax purposes as having been received
      by the Holders of such Certificates in respect of their interests in REMIC
      5 and
      as having been paid by such Holders to the Swap Administrator pursuant to the
      notional principal contract. Thus, each Certificate (other than the Class P,
      Class R and Class R-X Certificates) shall be treated as representing not only
      ownership of Regular Interests in REMIC 5, but also ownership of an interest
      in,
      and obligations with respect to, a notional principal contract.

     

    
      	
              SECTION
                4.10  

            	
              Tax
                Treatment of Swap Payments and Swap Termination
                Payments.

            


    

     

    For
      federal income tax purposes, each holder of a Floating Rate Certificate is
      deemed to own an undivided beneficial ownership interest in a REMIC regular
      interest and the right to receive payments in respect of the Net WAC Rate
      Carryover Amount or the obligation to make payments to the Swap Account. For
      federal income tax purposes, the Trustee will account for payments to each
      Floating Rate Certificates as follows: each Floating Rate Certificate will
      be
      treated as receiving their entire payment from REMIC 5 (regardless of any Swap
      Termination Payment or obligation under the Interest Rate Swap Agreement) and
      subsequently paying their portion of any Swap Termination Payment in respect
      of
      each such Class’ obligation under the Interest Rate Swap Agreement. In the event
      that any such Class is resecuritized in a REMIC, the obligation under the
      Interest Rate Swap Agreement to pay any such Swap Termination Payment (or any
      shortfall in the Net Swap Payment), will be made by one or more of the REMIC
      Regular Interests issued by the resecuritization REMIC subsequent to such REMIC
      Regular Interest receiving its full payment from any such Floating Rate
      Certificate.

     

    (a)  The
      REMIC
      regular interest corresponding to a Floating Rate Certificate will be entitled
      to receive interest and principal payments at the times and in the amounts
      equal
      to those made on the certificate to which it corresponds, except that (i) the
      maximum interest rate of that REMIC regular interest will equal the Net WAC
      Rate
      computed for this purpose by limiting the Base Calculation Amount of the
      Interest Rate Swap Agreement to the aggregate Stated Principal Balance of the
      Mortgage Loans and (ii) any Swap Termination Payment will be treated as being
      payable solely from Net Monthly Excess Cashflow. As a result of the foregoing,
      the amount of distributions and taxable income on the REMIC regular interest
      corresponding to a Floating Rate Certificate may exceed the actual amount of
      distributions on such Certificate.

     

    
      	
              SECTION
                4.11  

            	
              Cap
                Account.

            


    

     

    (a)  No
      later
      than the Closing Date, the Cap Trustee shall establish and maintain with itself,
      a separate, segregated trust account titled, “Cap Account, Wells Fargo Bank,
      N.A., as Cap Trustee, in trust for the registered Certificateholders of
      Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series
      2007-OPT5.” Such account shall be an Eligible Account and amounts therein shall
      be held uninvested.

     

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

     

    (c)  It
      is the intention of the parties
      hereto that, for federal and state income and state and local franchise tax
      purposes, the Cap Account be disregarded as an entity separate from the Holder
      of the Class C Certificates unless and until the date when either (a) there
      is
      more than one Class C Certificateholder or (b) any Class of Certificates in
      addition to the Class C Certificates is recharacterized as an equity interest
      in
      the Cap Account for federal income tax purposes, in which case it is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Cap Account be treated as a
      partnership.  The Cap Account will be an “outside reserve fund”
within the meaning of Treasury Regulation Section 1.860G-2(h).  Upon
      the termination of the Trust Fund, or the payment in full of the Floating Rate
      Certificates, all amounts remaining on deposit in the Cap Account shall be
      released by the Trust Fund and distributed to the Class C Certificateholders
      or
      their designees.  The Cap Account shall be part of the Trust Fund but
      not part of any Trust REMIC and any payments to the Holders of the Floating
      Rate
      Certificates of Net WAC Rate Carryover Amounts will not be payments with respect
      to a “regular interest” in a REMIC within the meaning of Code Section
      860(G)(a)(1).

     

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

     

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

     

    
      	
              SECTION
                4.12  

            	
              Collateral
                Accounts

            


    

     

    (a)  The
      Trustee is hereby directed to perform the obligations of the Custodian as
      defined under the Basis Risk Cap Credit Support Annex (the “Basis Risk Cap
      Custodian”).  On or before the Closing Date, the Basis Risk Cap
      Custodian shall establish a Basis Risk Cap Collateral Account.  The
      Basis Risk Cap Collateral Account shall be held in the name of the Basis Risk
      Cap Custodian in trust for the benefit of the Certificateholders.  The
      Basis Risk Cap Collateral Account must be an Eligible Account and shall be
      titled “Basis Risk Cap Collateral Account, Wells Fargo Bank, N.A., as Basis Risk
      Cap Custodian for registered Certificateholders of Soundview Home Loan Trust
      2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5.”

     

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

     

    Cash
      collateral posted by the Basis Risk Cap Provider in accordance with the Basis
      Risk Cap Credit Support Annex shall be invested at the direction of the Basis
      Risk Cap Provider in Permitted Investments in accordance with the requirements
      of the Basis Risk Cap Credit Support Annex.  All amounts earned on
      amounts on deposit in the Basis Risk Cap Collateral Account (whether cash
      collateral or securities) shall be for the account of and taxable to the Basis
      Risk Cap Provider.  If no investment direction is provided, such
      amounts shall remain uninvested.

     

    Upon
      the
      occurrence of an Event of Default or Specified Condition (each as defined in
      the
      Basis Risk Cap Agreement), with respect to the Basis Risk Cap Provider or upon
      occurrence or designation of an Early Termination Date (as defined in the Basis
      Risk Cap Agreement) as a result of any such Event of Default or Specified
      Condition with respect to the Basis Risk Cap Provider, and, in either such
      case,
      unless the Basis Risk Cap Provider has paid in full all of its Obligations
      (as
      defined in the Basis Risk Cap Credit Support Annex) that are then due, then
      any
      collateral posted by the Basis Risk Cap Provider in accordance with the Basis
      Risk Cap Credit Support Annex shall be applied to the payment of any Obligations
      due to Party B (as defined in the Basis Risk Cap Agreement) in accordance with
      the Basis Risk Cap Credit Support Annex.  To the extent the Basis Risk
      Cap Custodian is required to return any of the Posted Collateral (as defined
      in
      the Basis Risk Cap Agreement) to the Basis Risk Cap Provider under the terms
      of
      the Basis Risk Cap Credit Support Annex, the Basis Risk Cap Custodian shall
      return such collateral in accordance with the terms of the Basis Risk Cap Credit
      Support Annex.

     

    (b)  The
      Trustee (in its capacity as Cap Trustee) is hereby directed to perform the
      obligations of the Custodian as defined under the Interest Rate Cap Credit
      Support Annex (the “Interest Rate Cap Custodian”).  On or before the
      Closing Date, the Interest Rate Cap Custodian shall establish a Interest Rate
      Cap Collateral Account.  The Interest Rate Cap Collateral Account
      shall be held in the name of the Interest Rate Cap Custodian in trust for the
      benefit of the Certificateholders.  The Interest Rate Cap Collateral
      Account must be an Eligible Account and shall be titled “Interest Rate Cap
      Collateral Account, Wells Fargo Bank, N.A., as Interest Rate Cap Custodian
      for
      registered Certificateholders of Soundview Home Loan Trust 2007-OPT5,
      Asset-Backed Certificates, Series 2007-OPT5.”

     

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

     

    Cash
      collateral posted by the Interest Rate Cap Provider in accordance with the
      Interest Rate Cap Credit Support Annex shall be invested at the direction of
      the
      Interest Rate Cap Provider in Permitted Investments in accordance with the
      requirements of the Interest Rate Cap Credit Support Annex.  All
      amounts earned on amounts on deposit in the Interest Rate Cap Collateral Account
      (whether cash collateral or securities) shall be for the account of and taxable
      to the Interest Rate Cap Provider.  If no investment direction is
      provided, such amounts shall remain uninvested.

     

    Upon
      the
      occurrence of an Event of Default or Specified Condition (each as defined in
      the
      Interest Rate Cap Agreement), with respect to the Interest Rate Cap Provider
      or
      upon occurrence or designation of an Early Termination Date (as defined in
      the
      Interest Rate Cap Agreement) as a result of any such Event of Default or
      Specified Condition with respect to the Interest Rate Cap Provider, and, in
      either such case, unless the Interest Rate Cap Provider has paid in full all
      of
      its Obligations (as defined in the Interest Rate Cap Credit Support Annex)
      that
      are then due, then any collateral posted by the Interest Rate Cap Provider
      in
      accordance with the Interest Rate Cap Credit Support Annex shall be applied
      to
      the payment of any Obligations due to Party B (as defined in the Interest Rate
      Cap Agreement) in accordance with the Interest Rate Cap Credit Support
      Annex.    To the extent the Interest Rate Cap Custodian is
      required to return any of the Posted Collateral (as defined in the Interest
      Rate
      Cap Agreement) to the Interest Rate Cap Provider under the terms of the Interest
      Rate Cap Credit Support Annex, the Interest Rate Cap Custodian shall return
      such
      collateral in accordance with the terms of the Interest Rate Cap Credit Support
      Annex.

     

    (c)  The
      Trustee (in its capacity as Supplemental Interest Trust Trustee) is hereby
      directed to perform the obligations of the Custodian as defined under the Swap
      Credit Support Annex (the “Swap Custodian”).  On or before the Closing
      Date, the Swap Custodian shall establish a Swap Collateral
      Account.  The Swap Collateral Account shall be held in the name of the
      Swap Custodian in trust for the benefit of the
      Certificateholders.  The Swap Collateral Account must be an Eligible
      Account and shall be titled “Swap Collateral Account, Wells Fargo Bank, N.A., as
      Swap Custodian for registered Certificateholders of Soundview Home Loan Trust
      2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5.”

     

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

     

    Cash
      collateral posted by the Swap Provider in accordance with the Swap Credit
      Support Annex shall be invested at the direction of the Swap Provider in
      Permitted Investments in accordance with the requirements of the Swap Credit
      Support Annex.  All amounts earned on amounts on deposit in the Swap
      Collateral Account (whether cash collateral or securities) shall be for the
      account of and taxable to the Swap Provider.  If no investment
      direction is provided, such amounts shall remain uninvested.

     

    Upon
      the
      occurrence of an Event of Default or Specified Condition (each as defined in
      the
      Interest Rate Swap Agreement), a with respect to the Interest Rate Swap Provider
      or upon occurrence or designation of an Early Termination Date (as defined
      in
      the Interest Rate Swap Agreement) as a result of any such Event of Default
      or
      Specified Condition with respect to the Interest Rate Swap Provider, and, in
      either such case, unless the Interest Rate Swap Provider has paid in full all
      of
      its Obligations (as defined in the Interest Rate Swap Credit Support Annex)
      that
      are then due, then any collateral posted by the Interest Rate Swap Provider
      in
      accordance with the Interest Rate Swap Credit Support Annex shall be applied
      to
      the payment of any Obligations due to Party B (as defined in the Interest Rate
      Swap Agreement) in accordance with the Interest Rate Swap Credit Support
      Annex.  To the extent the Swap Custodian is required to return any of
      the Posted Collateral (as defined in the Interest Rate Swap Agreement) to the
      Interest Rate Swap Provider under the terms of the Swap Credit Support Annex,
      the Swap Custodian shall return such collateral in accordance with the terms
      of
      the Swap Credit Support Annex.

     

    
      	
              SECTION
                4.13  

            	
              Rights
                and Obligations Under the Basis Risk Cap Agreement, the Interest
                Rate Cap
                Agreement and the Interest Rate Swap
                Agreement.

            


    

     

    (a)  In
      the
      event that the Basis Risk Cap Provider fails to perform any of its obligations
      under the Basis Risk Cap Agreement (including, without limitation, its
      obligation to make any payment or transfer collateral), or breaches any of
      its
      representations and warranties thereunder, or in the event that any Event of
      Default, Termination Event, or Additional Termination Event (each as defined
      in
      the Basis Risk Cap Agreement) occurs with respect to the Basis Risk Cap
      Agreement, the Trustee shall, promptly following actual notice of such failure,
      breach or event, notify the Depositor and send any notices and make any demands,
      on behalf of the Trust, required to enforce the rights of the Trust under the
      Basis Risk Cap Agreement.

     

    In
      the
      event that the Basis Risk Cap Provider’s obligations are guaranteed by a third
      party under a guaranty relating to the Basis Risk Cap Agreement (such guaranty
      the “Guaranty” and such third party the “Guarantor”), then to the extent that
      the Basis Risk Cap Provider fails to make any payment by the close of business
      on the day it is required to make payment under the terms of the Basis Risk
      Cap
      Agreement, the Trustee shall, promptly following actual notice of the Basis
      Risk
      Cap Provider’s failure to pay, demand that the Guarantor make any and all
      payments then required to be made by the Guarantor pursuant to such Guaranty;
      provided, that the Trustee shall in no event be liable for any failure or delay
      in the performance by the Basis Risk Cap Provider or any Guarantor of its
      obligations hereunder or pursuant to the Basis Risk Cap Agreement and the
      Guaranty, nor for any special, indirect or consequential loss or damage of
      any
      kind whatsoever (including but not limited to lost profits) in connection
      therewith.

     

    Upon
      an
      early termination of the Basis Risk Cap Agreement other than in connection
      with
      the optional termination of the Trust, the Trustee, at the direction of the
      Depositor, will use reasonable efforts to appoint a successor basis risk cap
      provider to enter into a new basis risk cap agreement on terms substantially
      similar to the Basis Risk Cap Agreement, with a successor basis risk cap
      provider meeting all applicable eligibility requirements. If the Trustee
      receives a termination payment from the Basis Risk Cap Provider in connection
      with such early termination, the Trustee will apply such termination payment
      to
      any upfront payment required to appoint the successor basis risk cap
      provider.

     

    If
      the
      Trustee is unable to appoint a successor basis risk cap provider within 30
      days
      of the early termination, then the Trustee will deposit any termination payment
      received from the original Basis Risk Cap Provider into a separate, non-interest
      bearing reserve account and will, on each subsequent Distribution Date, withdraw
      from the amount then remaining on deposit in such reserve account, an amount
      equal to the payment, if any, that would have been paid to the Trustee by the
      original Basis Risk Cap Provider calculated in accordance with the terms of
      the
      original Basis Risk Cap Agreement, and distribute such amount in accordance
      with
      the terms of  Section 4.01(d).

     

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

     

    (b)  In
      the
      event that the Interest Rate Cap Provider fails to perform any of its
      obligations under the Interest Rate Cap Agreement (including, without
      limitation, its obligation to make any payment or transfer collateral), or
      breaches any of its representations and warranties thereunder, or in the event
      that any Event of Default, Termination Event, or Additional Termination Event
      (each as defined in the Interest Rate Cap Agreement) occurs with respect to
      the
      Interest Rate Cap Agreement, the Trustee (in its capacity as Cap Trustee) shall,
      promptly following actual notice of such failure, breach or event, notify the
      Depositor and send any notices and make any demands, on behalf of the Cap Trust,
      required to enforce the rights of the Cap Trust under the Interest Rate Cap
      Agreement.

     

    In
      the
      event that the Interest Rate Cap Provider’s obligations are guaranteed by a
      third party under a guaranty relating to the Interest Rate Cap Agreement (such
      guaranty the “Guaranty” and such third party the “Guarantor”), then to the
      extent that the Interest Rate Cap Provider fails to make any payment by the
      close of business on the day it is required to make payment under the terms
      of
      the Interest Rate Cap Agreement, the Trustee (in its capacity as Cap Trustee)
      shall, promptly following actual notice of the Interest Rate Cap Provider’s
      failure to pay, demand that the Guarantor make any and all payments then
      required to be made by the Guarantor pursuant to such Guaranty; provided, that
      the Trustee (in its capacity as Cap Trustee) shall in no event be liable for
      any
      failure or delay in the performance by the Interest Rate Cap Provider or any
      Guarantor of its obligations hereunder or pursuant to the Interest Rate Cap
      Agreement and the Guaranty, nor for any special, indirect or consequential
      loss
      or damage of any kind whatsoever (including but not limited to lost profits)
      in
      connection therewith.

     

    Upon
      an
      early termination of the Interest Rate Cap Agreement other than in connection
      with the optional termination of the Trust, the Trustee (in its capacity as
      Cap
      Trustee), at the direction of the Depositor, will use reasonable efforts to
      appoint a successor interest rate cap provider to enter into a new interest
      rate
      cap agreement on terms substantially similar to the Interest Rate Cap Agreement,
      with a successor interest rate cap provider meeting all applicable eligibility
      requirements. If the Trustee (in its capacity as Cap Trustee) receives a
      termination payment from the Interest Rate Cap Provider in connection with
      such
      early termination, the Trustee (in its capacity as Cap Trustee) will apply
      such
      termination payment to any upfront payment required to appoint the successor
      interest rate cap provider.

     

    If
      the
      Trustee (in its capacity as Cap Trustee) is unable to appoint a successor
      interest rate cap provider within 30 days of the early termination, then the
      Trustee (in its capacity as Cap Trustee) will deposit any termination payment
      received from the original Interest Rate Cap Provider into a separate,
      non-interest bearing reserve account and will, on each subsequent Distribution
      Date, withdraw from the amount then remaining on deposit in such reserve account
      an amount equal to the payment, if any, that would have been paid to the Trustee
      (in its capacity as Cap Trustee) by the original Interest Rate Cap Provider
      calculated in accordance with the terms of the original Interest Rate Cap
      Agreement, and distribute such amount in accordance with the terms
      of  Section 4.01(g).

     

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

     

    (c)  In
      the
      event that the Swap Provider fails to perform any of its obligations under
      the
      Interest Rate Swap Agreement (including, without limitation, its obligation
      to
      make any payment or transfer collateral), or breaches any of its representations
      and warranties thereunder, or in the event that any Event of Default,
      Termination Event, or Additional Termination Event (each as defined in the
      Interest Rate Swap Agreement) occurs with respect to the Interest Rate Swap
      Agreement, the Trustee (in its capacity as Supplemental Interest Trust Trustee)
      shall, promptly following actual notice of such failure, breach or event, notify
      the Depositor and send any notices and make any demands, on behalf of the
      Supplemental Interest Trust, required to enforce the rights of the Supplemental
      Interest Trust under the Interest Rate Swap Agreement.

     

    In
      the
      event that the Swap Provider’s obligations are guaranteed by a third party under
      a guaranty relating to the Interest Rate Swap Agreement (such guaranty the
      “Guaranty” and such third party the “Guarantor”), then to the extent that the
      Swap Provider fails to make any payment by the close of business on the day
      it
      is required to make payment under the terms of the Interest Rate Swap Agreement,
      the Trustee (in its capacity as Supplemental Interest Trust Trustee) shall,
      promptly following actual notice of the Swap Provider’s failure to pay, demand
      that the Guarantor make any and all payments then required to be made by the
      Guarantor pursuant to such Guaranty; provided, that the Trustee (in its capacity
      as Supplemental Interest Trust Trustee) shall in no event be liable for any
      failure or delay in the performance by the Swap Provider or any Guarantor of
      its
      obligations hereunder or pursuant to the Interest Rate Swap Agreement and the
      Guaranty, nor for any special, indirect or consequential loss or damage of
      any
      kind whatsoever (including but not limited to lost profits) in connection
      therewith.

     

    Upon
      an
      early termination of the Interest Rate Swap Agreement other than in connection
      with the optional termination of the Trust, the Trustee (in its capacity as
      Supplemental Interest Trust Trustee), at the direction of the Depositor, will
      use reasonable efforts to appoint a successor swap provider to enter into a
      new
      interest rate swap agreement on terms substantially similar to the Interest
      Rate
      Swap Agreement, with a successor swap provider meeting all applicable
      eligibility requirements. If the Trustee (in its capacity as Supplemental
      Interest Trust Trustee) receives a termination payment from the Swap Provider
      in
      connection with such early termination, the Trustee (in its capacity as
      Supplemental Interest Trust Trustee) will apply such termination payment to
      any
      upfront payment required to appoint the successor swap provider.  If
      the Trustee (in its capacity as Supplemental Interest Trust Trustee) is required
      to pay a termination payment to the Swap Provider in connection with such early
      termination, the Trustee (in its capacity as Supplemental Interest Trust
      Trustee) will apply any upfront payment received from the successor swap
      provider to pay such termination payment.

     

    If
      the
      Trustee (in its capacity as Supplemental Interest Trust Trustee) is unable
      to
      appoint a successor swap provider within 30 days of the early termination,
      then
      the Trustee (in its capacity as Supplemental Interest Trust Trustee) will
      deposit any termination payment received from the original Swap Provider into
      a
      separate, non-interest bearing reserve account and will, on each subsequent
      Distribution Date, withdraw from the amount then remaining on deposit in such
      reserve account an amount equal to the Net Swap Payment, if any, that would
      have
      been paid to the Trustee (in its capacity as Supplemental Interest Trust
      Trustee) by the original Swap Provider calculated in accordance with the terms
      of the original Interest Rate Swap Agreement, and distribute such amount in
      accordance with the terms of  Section 4.01(e).

     

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

     

    


     

    ARTICLE
      V

     

    THE
      CERTIFICATES

     

    
      	
              SECTION
                5.01  

            	
              The
                Certificates.

            


    

     

    Each
      of
      the Floating Rate Certificates, the Class X Certificates, the Class P
      Certificates, the Class C Certificates and the Residual Certificates shall
      be
      substantially in the forms annexed hereto as exhibits, and shall, on original
      issue, be executed, authenticated and delivered by the Trustee to or upon the
      order of the Depositor concurrently with the sale and assignment to the Trustee
      of the Trust Fund. The Floating Rate Certificates and the Class X Certificates
      shall be initially evidenced by one or more Certificates representing a
      Percentage Interest with a minimum dollar denomination of $25,000 and integral
      dollar multiples of $1.00 in excess thereof, provided that such Certificates
      must be purchased in minimum total investments of $100,000 per class, except
      that one Certificate of each such Class of Certificates may be in a different
      denomination so that the sum of the denominations of all outstanding
      Certificates of such Class shall equal the Certificate Principal Balance of
      such
      Class on the Closing Date. The Class P Certificates, the Class C Certificates
      and the Residual Certificates are issuable in any Percentage Interests;
      provided, however, that the sum of all such percentages for each such Class
      totals 100% and no more than ten Certificates of each Class may be issued and
      outstanding at any one time.

     

    The
      Certificates shall be executed on behalf of the Trust by manual or facsimile
      signature on behalf of the Trustee by a Responsible Officer. Certificates
      bearing the manual or facsimile signatures of individuals who were, at the
      time
      when such signatures were affixed, authorized to sign on behalf of the Trustee
      shall bind the Trust, notwithstanding that such individuals or any of them
      have
      ceased to be so authorized prior to the authentication and delivery of such
      Certificates or did not hold such offices at the date of such Certificate.
      No
      Certificate shall be entitled to any benefit under this Agreement or be valid
      for any purpose, unless such Certificate shall have been manually authenticated
      by the Trustee substantially in the form provided for herein, and such
      authentication upon any Certificate shall be conclusive evidence, and the only
      evidence, that such Certificate has been duly authenticated and delivered
      hereunder. All Certificates shall be dated the date of their authentication.
      Subject to Section 5.02(c), the Floating Rate Certificates and the Class X
      Certificates shall be Book-Entry Certificates. The other Classes of Certificates
      shall not be Book-Entry Certificates.

     

    
      	
              SECTION
                5.02  

            	
              Registration
                of Transfer and Exchange of
                Certificates.

            


    

     

    (a)  The
      Certificate Registrar shall cause to be kept at the Corporate Trust Office
      a
      Certificate Register in which, subject to such reasonable regulations as it
      may
      prescribe, the Certificate Registrar shall provide for the registration of
      Certificates and of transfers and exchanges of Certificates as herein provided.
      The Trustee shall initially serve as Certificate Registrar for the purpose
      of
      registering Certificates and transfers and exchanges of Certificates as herein
      provided.

     

    Upon
      surrender for registration of transfer of any Certificate at any office or
      agency of the Certificate Registrar maintained for such purpose pursuant to
      the
      foregoing paragraph which office shall initially be the offices designated
      by
      the Trustee and, in the case of a Residual Certificate, upon satisfaction of
      the
      conditions set forth below, the Trustee on behalf of the Trust shall execute,
      authenticate and deliver, in the name of the designated transferee or
      transferees, one or more new Certificates of the same aggregate Percentage
      Interest.

     

    At
      the
      option of the Certificateholders, Certificates may be exchanged for other
      Certificates in authorized denominations and the same aggregate Percentage
      Interests, upon surrender of the Certificates to be exchanged at any such office
      or agency. Whenever any Certificates are so surrendered for exchange, the
      Trustee shall execute on behalf of the Trust and authenticate and deliver the
      Certificates which the Certificateholder making the exchange is entitled to
      receive. Every Certificate presented or surrendered for registration of transfer
      or exchange shall (if so required by the Trustee or the Certificate Registrar)
      be duly endorsed by, or be accompanied by a written instrument of transfer
      satisfactory to the Trustee and the Certificate Registrar duly executed by,
      the
      Holder thereof or his attorney duly authorized in writing. In addition, (i)
      with
      respect to each Class R Certificate, the holder thereof may exchange, in the
      manner described above, such Class R Certificate for five separate certificates,
      each representing such holder’s respective Percentage Interest in the Class R-1
      Interest, the Class R-2 Interest, the Class R-3 Interest, the Class R-4 Interest
      and the Class R-5 Interest that was evidenced by the Class R Certificate being
      exchanged and (ii) with respect to each Class R-X Certificate, the holder
      thereof may exchange, in the manner described above, such Class R-X Certificate
      for three separate certificates, each representing such holder’s respective
      Percentage Interest in the Class R-6 Interest, the Class R-7 Interest and the
      Class R-8 Interest that was evidenced by the Class R-X Certificate being
      exchanged.

     

    (b)  Except
      as
      provided in paragraph (c) below, the Book-Entry Certificates shall at all times
      remain registered in the name of the Depository or its nominee and at all times:
      (i) registration of such Certificates may not be transferred by the Trustee
      except to another Depository; (ii) the Depository shall maintain book-entry
      records with respect to the Certificate Owners and with respect to ownership
      and
      transfers of such Certificates; (iii) ownership and transfers of registration
      of
      such Certificates on the books of the Depository shall be governed by applicable
      rules established by the Depository; (iv) the Depository may collect its usual
      and customary fees, charges and expenses from its Depository Participants;
      (v)
      the Trustee shall for all purposes deal with the Depository as representative
      of
      the Certificate Owners of the Certificates for purposes of exercising the rights
      of Holders under this Agreement, and requests and directions for and votes
      of
      such representative shall not be deemed to be inconsistent if they are made
      with
      respect to different Certificate Owners; (vi) the Trustee may rely and shall
      be
      fully protected in relying upon information furnished by the Depository with
      respect to its Depository Participants and furnished by the Depository
      Participants with respect to indirect participating firms and Persons shown
      on
      the books of such indirect participating firms as direct or indirect Certificate
      Owners; and (vii) the direct participants of the Depository shall have no rights
      under this Agreement under or with respect to any of the Certificates held
      on
      their behalf by the Depository, and the Depository may be treated by the Trustee
      and its agents, employees, officers and directors as the absolute owner of
      the
      Certificates for all purposes whatsoever.

     

    All
      transfers by Certificate Owners of Book-Entry Certificates shall be made in
      accordance with the procedures established by the Depository Participant or
      brokerage firm representing such Certificate Owners. Each Depository Participant
      shall only transfer Book-Entry Certificates of Certificate Owners that it
      represents or of brokerage firms for which it acts as agent in accordance with
      the Depository’s normal procedures. The parties hereto are hereby authorized to
      execute a Letter of Representations with the Depository or take such other
      action as may be necessary or desirable to register a Book-Entry Certificate
      to
      the Depository. In the event of any conflict between the terms of any such
      Letter of Representation and this Agreement, the terms of this Agreement shall
      control.

     

    (c)  If
      (i)(x)
      the Depository or the Depositor advises the Trustee in writing that the
      Depository is no longer willing or able to discharge properly its
      responsibilities as Depository and (y) the Trustee or the Depositor is unable
      to
      locate a qualified successor or (ii) after the occurrence of a Servicer Event
      of
      Termination, the Certificate Owners of the Book-Entry Certificates representing
      Percentage Interests of such Classes aggregating not less than 51% advise the
      Trustee and Depository through the Financial Intermediaries and the Depository
      Participants in writing that the continuation of a book-entry system through
      the
      Depository to the exclusion of definitive, fully registered certificates (the
      “Definitive Certificates”) to Certificate Owners is no longer in the best
      interests of the Certificate Owners. Upon surrender to the Certificate Registrar
      of the Book-Entry Certificates by the Depository, accompanied by registration
      instructions from the Depository for registration, the Trustee shall, in the
      case of (i) and (ii) above, execute on behalf of the Trust and authenticate
      the
      Definitive Certificates. Neither the Depositor nor the Trustee shall be liable
      for any delay in delivery of such instructions and may conclusively rely on,
      and
      shall be protected in relying on, such instructions. Upon the issuance of
      Definitive Certificates, the Trustee, the Certificate Registrar, the Servicer,
      any Paying Agent and the Depositor shall recognize the Holders of the Definitive
      Certificates as Certificateholders hereunder.

     

    (d)  No
      transfer, sale, pledge or other disposition of any Mezzanine Certificate, Class
      C Certificate, Class P Certificate or Residual Certificate (the “Private
      Certificates”) shall be made unless such disposition is exempt from the
      registration requirements of the 1933 Act, and any applicable state securities
      laws or is made in accordance with the 1933 Act and laws. In the event of any
      such transfer (other than in connection with (i) the initial transfer of any
      such Certificate by the Depositor to an Affiliate of the Depositor or, in the
      case of the Class R-X Certificates, the first transfer by an Affiliate of the
      Depositor or the first transfer by the initial transferee of an Affiliate of
      the
      Depositor, (ii) the transfer of any such Class C, Class P or Residual
      Certificate to the issuer under the Indenture or the indenture trustee under
      the
      Indenture or (iii) a transfer of any such Private Certificate from the issuer
      under the Indenture or the indenture trustee under the Indenture to the
      Depositor or an Affiliate of the Depositor), (x) unless such transfer is made
      in
      reliance upon Rule 144A (as evidenced by the investment letter delivered to
      the
      Trustee, in substantially the form attached hereto as Exhibit J) under the
      1933
      Act, the Trustee and the Depositor shall require a written Opinion of Counsel
      (which may be in-house counsel) acceptable to and in form and substance
      reasonably satisfactory to the Trustee and the Depositor that such transfer
      may
      be made pursuant to an exemption, describing the applicable exemption and the
      basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act,
      which Opinion of Counsel shall not be an expense of the Trustee or the Depositor
      or (y) the Trustee shall require the transferor to execute a transferor
      certificate (in substantially the form attached hereto as Exhibit L) and the
      transferee to execute an investment letter (in substantially the form attached
      hereto as Exhibit J) acceptable to and in form and substance reasonably
      satisfactory to the Depositor and the Trustee certifying to the Depositor and
      the Trustee the facts surrounding such transfer, which investment letter shall
      not be an expense of the Trustee or the Depositor. The Holder of a Private
      Certificate desiring to effect such transfer shall, and does hereby agree to,
      indemnify the Trustee and the Depositor against any liability that may result
      if
      the transfer is not so exempt or is not made in accordance with such federal
      and
      state laws.

     

    Notwithstanding
      the foregoing, in the event of any such transfer of any Ownership Interest
      in
      any Private Certificate that is a Book-Entry Certificate, except with respect
      to
      the initial transfer of any such Ownership Interest by the Depositor, such
      transfer shall be required to be made in reliance upon Rule 144A under the
      1933
      Act, and the transferor will be deemed to have made each of the transferor
      representations and warranties set forth in Exhibit L hereto in respect of
      such
      interest as if it was evidenced by a Definitive Certificate and the transferee
      will be deemed to have made each of the transferee representations and
      warranties set forth in Exhibit J hereto in respect of such interest as if
      it
      was evidenced by a Definitive Certificate.  The Certificate Owner of
      any such Ownership Interest in any such Book-Entry Certificate desiring to
      effect such transfer shall, and does hereby agree to, indemnify the Trustee
      and
      the Depositor against any liability that may result if the transfer is not
      so
      exempt or is not made in accordance with such federal and state
      laws.

     

    Notwithstanding
      the foregoing, no certification or Opinion of Counsel described above in this
      Section 5.02(d) will be required in connection with the transfer, on the Closing
      Date, of any Residual Certificate by the Depositor to an “accredited investor”
within the meaning of Rule 501 of the 1933 Act.

     

    No
      transfer of any Class C Certificate shall be made unless the proposed transferee
      of such Class C Certificate (1) provides to the Trustee, the Swap Provider
      and
      the Interest Rate Cap Provider, the appropriate tax certification forms that
      would eliminate any withholding or deduction for taxes from amounts payable
      by
      the Swap Provider and the Interest Rate Cap Provider, pursuant to the Interest
      Rate Swap Agreement and the Interest Rate Cap Agreement, to the Supplemental
      Interest Trust Trustee or the Cap Trustee, as applicable, (i.e., IRS Form W-9
      or
      IRS Form W-8BEN, W-8IMY, W-8EXP or W-8ECI, as applicable (or any successor
      form
      thereto), together with any applicable attachments) and (2) agrees to update
      such form (a) upon expiration of any such form, (b) as required under then
      applicable U.S. Treasury regulations and (c) promptly upon learning that such
      form has become obsolete or incorrect, each as a condition to such
      transfer.  In addition, no transfer of any Class C Certificate shall
      be made if such transfer would cause the Supplemental Interest Trust or the
      Cap
      Trust to be beneficially owned by two or more persons for federal income tax
      purposes, or continue to be so treated, unless (i) each proposed transferee
      of
      such Class C Certificate complies with the foregoing conditions, (ii) the
      proposed majority holder of the Class C Certificates (or each holder, if there
      is or would be no majority holder) (A) provides, or causes to be provided,
      on
      behalf of the Supplemental Interest Trust or the Cap Trust, if applicable,
      the
      appropriate tax certification form that would be required from the Supplemental
      Interest Trust or the Cap Trust, as applicable, to eliminate any withholding
      or
      deduction for taxes from amounts payable by the Swap Provider and the Interest
      Rate Cap Provider, pursuant to the Interest Rate Swap Agreement or the Interest
      Rate Cap Agreement, to the Supplemental Interest Trust Trustee or the Cap
      Trustee, as applicable (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY, W-8EXP
      or
      W-8ECI, as applicable (or any successor form thereto), together with any
      applicable attachments) and (B) agrees to update such form (x) upon expiration
      of any such form, (y) as required under then applicable U.S. Treasury
      regulations and (z) promptly upon learning that such form has become obsolete
      or
      incorrect.  If, under applicable U.S. Treasury regulations, such tax
      certification form may only be signed by a trustee acting on behalf of the
      Supplemental Interest Trust or the Cap Trust, then the Supplemental Interest
      Trust Trustee or the Cap Trustee, as applicable, shall sign such certification
      form if so requested by a holder of the Class C Certificates.

     

    Upon
      receipt of any tax certification form pursuant to the preceding conditions
      from
      a proposed transferee of any Class C Certificate, the Trustee shall forward
      each
      tax certification form attributable to the Interest Rate Swap Agreement or
      the
      Interest Rate Cap Agreement to the Swap Provider or the Interest Rate Cap
      Provider, as applicable, upon request of such party, solely to the extent that
      such party has not received such IRS Form directly from the Holder of the Class
      C Certificates.  Each Holder of a Class C Certificate by its purchase
      of such Certificate is deemed to consent to any such IRS Form being so
      forwarded.  Upon the request of the Swap Provider or the Interest Rate
      Cap Provider, the Trustee shall be required to forward any tax certification
      received by it to the Swap Provider or the Interest Rate Cap Provider at the
      last known address provided to it, and, subject to Section 8.01, shall not
      be
      liable for the receipt of such tax certification by the Swap Provider or the
      Interest Rate Cap Provider, nor any action taken or not taken by the Swap
      Provider or the Interest Rate Cap Provider with respect to such tax
      certification.  Any purported sales or transfers of any Class C
      Certificate to a transferee which does not comply with the requirements of
      the
      preceding paragraph shall be deemed null and void under this
      Agreement.  The Trustee shall have no duty to take any action to
      correct any misstatement or omission in any tax certification provided to it
      by
      the Holder of the Class C Certificates and forwarded to the Swap Provider or
      the
      Interest Rate Cap Provider.

     

    No
      transfer of a Class C Certificate, Class P Certificate or Residual Certificate
      or any interest therein shall be made to any Plan, any Person acting, directly
      or indirectly, on behalf of any such Plan or any Person acquiring such
      Certificates with “Plan Assets” of a Plan within the meaning of the Department
      of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 as modified by Section
      3(42) of ERISA (“Plan Assets”), as certified by such transferee in the form of
      Exhibit M, unless the Trustee is provided with an Opinion of Counsel for the
      benefit of the Depositor, the Trustee and the Servicer and on which they may
      rely which establishes to the satisfaction of the Trustee that the purchase
      of
      such Certificates is permissible under applicable law, will not constitute
      or
      result in any prohibited transaction under ERISA or Section 4975 of the Code
      and
      will not subject the Depositor, the Servicer, the Trustee or the Trust Fund
      to
      any obligation or liability (including obligations or liabilities under ERISA
      or
      Section 4975 of the Code) in addition to those undertaken in this Agreement,
      which Opinion of Counsel shall not be an expense of the Depositor, the Servicer,
      the Trustee or the Trust Fund. Neither a certification nor an Opinion of Counsel
      will be required in connection with (i) the initial transfer of any such
      Certificate by the Depositor to an Affiliate of the Depositor, (ii) the transfer
      of any such Class C Certificate, Class P Certificate or Residual Certificate
      to
      the issuer under the Indenture or the indenture trustee under the Indenture
      or
      (iii) a transfer of any such Class C Certificate, Class P Certificate or
      Residual Certificate from the issuer under the Indenture or the indenture
      trustee under the Indenture to the Depositor or an Affiliate of the Depositor
      (in which case, the Depositor or any Affiliate thereof shall have deemed to
      have
      represented that such Affiliate is not a Plan or a Person investing Plan Assets)
      and the Trustee shall be entitled to conclusively rely upon a representation
      (which, upon the request of the Trustee, shall be a written representation)
      from
      the Transferor of the status of such transferee as an affiliate of the
      Depositor.

     

    For
      so
      long as the Supplemental Interest Trust or the Cap Trust is in existence, each
      beneficial owner of a Floating Rate Certificate or any interest therein, shall
      be deemed to have represented, by virtue of its acquisition or holding of the
      Floating Rate Certificate, or interest therein, that either (i) it is not a
      Plan
      or (ii) (A) it is an accredited investor within the meaning of Prohibited
      Transaction Exemption (“PTE”) 90-59, as amended by PTE 97-34, PTE 2000-58, PTE
      2002-41 and PTE 2007-05 (the “Exemption”) and (B) the acquisition and holding of
      such Certificate and the separate right to receive payments from the
      Supplemental Interest Trust or the Cap Trust are eligible for the exemptive
      relief available under either (I) Prohibited Transaction Class Exemption
      (“PTCE”) 95-60 or, (II) except in the case of a Mezzanine Certificate, 84-14,
      91-38, 90-1 or 96-23.

     

    Subsequent
      to the termination of the Supplemental Interest Trust and the Cap Trust, each
      Transferee of a Mezzanine Certificate will be deemed to have represented by
      virtue of its purchase or holding of such Certificate (or interest therein)
      that
      either (a) such Transferee is not a Plan or purchasing such Certificate with
      Plan Assets or (b) the following conditions are satisfied:  (i) such
      Transferee is an insurance company, (ii) the source of funds used to purchase
      or
      hold such Certificate (or interest therein) is an “insurance company general
      account” (as defined in PTCE 95-60), and (iii) the conditions set forth in
      Sections I and III of PTCE 95-60 have been satisfied.

     

    If
      any
      Certificate or any interest therein is acquired or held in violation of the
      provisions of the three preceding paragraphs, the next preceding permitted
      beneficial owner will be treated as the beneficial owner of that Certificate
      retroactive to the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any such Certificate
      or interest therein was effected in violation of the provisions of the three
      preceding paragraphs shall indemnify and hold harmless the Depositor, the
      Servicer, the NIMS Insurer, the Trustee and the Trust from and against any
      and
      all liabilities, claims, costs or expenses incurred by those parties as a result
      of that acquisition or holding.

     

    Each
      Person who has or who acquires any Ownership Interest in a Residual Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions and to have irrevocably
      appointed the Depositor or its designee as its attorney-in-fact to negotiate
      the
      terms of any mandatory sale under clause (v) below and to execute all
      instruments of transfer and to do all other things necessary in connection
      with
      any such sale, and the rights of each Person acquiring any Ownership Interest
      in
      a Residual Certificate are expressly subject to the following
      provisions:

     

    (i)  Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee and shall promptly notify the Trustee of any
      change or impending change in its status as a Permitted Transferee.

     

    (ii)  No
      Person
      shall acquire an Ownership Interest in a Residual Certificate unless such
      Ownership Interest is a pro rata undivided interest.

     

    (iii)  In
      connection with any proposed transfer of any Ownership Interest in a Residual
      Certificate, the Trustee shall as a condition to registration of the transfer,
      require delivery to it, in form and substance satisfactory to it, of each of
      the
      following:

     

    (A)  an
      affidavit in the form of Exhibit K hereto from the proposed transferee to the
      effect that such transferee is a Permitted Transferee and that it is not
      acquiring its Ownership Interest in the Residual Certificate that is the subject
      of the proposed transfer as a nominee, trustee or agent for any Person who
      is
      not a Permitted Transferee; and

     

    (B)  a
      covenant of the proposed transferee to the effect that the proposed transferee
      agrees to be bound by and to abide by the transfer restrictions applicable
      to
      the Residual Certificates.

     

    (iv)  Any
      attempted or purported transfer of any Ownership Interest in a Residual
      Certificate in violation of the provisions of this Section shall be absolutely
      null and void and shall vest no rights in the purported transferee. If any
      purported transferee shall, in violation of the provisions of this Section,
      become a Holder of a Residual Certificate, then the prior Holder of such
      Residual Certificate that is a Permitted Transferee shall, upon discovery that
      the registration of transfer of such Residual Certificate was not in fact
      permitted by this Section, be restored to all rights as Holder thereof
      retroactive to the date of registration of transfer of such Residual
      Certificate.  The Trustee shall be under no liability to any Person
      for any registration of transfer of a Residual Certificate that is in fact
      not
      permitted by this Section or for making any distributions due on such Residual
      Certificate to the Holder thereof or taking any other action with respect to
      such Holder under the provisions of this Agreement so long as the Trustee
      received the documents specified in clause (iii).  The Trustee shall
      be entitled to recover from any Holder of a Residual Certificate that was in
      fact not a Permitted Transferee at the time such distributions were made all
      distributions made on such Residual Certificate. Any such distributions so
      recovered by the Trustee shall be distributed and delivered by the Trustee
      to
      the prior Holder of such Residual Certificate that is a Permitted
      Transferee.

     

    (v)  If
      any
      Person other than a Permitted Transferee acquires any Ownership Interest in
      a
      Residual Certificate in violation of the restrictions in this Section, then
      the
      Trustee shall have the right but not the obligation, without notice to the
      Holder of such Residual Certificate or any other Person having an Ownership
      Interest therein, to notify the Depositor to arrange for the sale of such
      Residual Certificate. The proceeds of such sale, net of commissions (which
      may
      include commissions payable to the Depositor or its affiliates in connection
      with such sale), expenses and taxes due, if any, will be remitted by the Trustee
      to the previous Holder of such Residual Certificate that is a Permitted
      Transferee, except that in the event that the Trustee determines that the Holder
      of such Residual Certificate may be liable for any amount due under this Section
      or any other provisions of this Agreement, the Trustee may withhold a
      corresponding amount from such remittance as security for such claim. The terms
      and conditions of any sale under this clause (v) shall be determined in the
      sole
      discretion of the Trustee and it shall not be liable to any Person having an
      Ownership Interest in a Residual Certificate as a result of its exercise of
      such
      discretion.

     

    (vi)  If
      any
      Person other than a Permitted Transferee acquires any Ownership Interest in
      a
      Residual Certificate in violation of the restrictions in this Section, then
      the
      Trustee upon receipt of reasonable compensation will provide to the Internal
      Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6)
      of
      the Code, information needed to compute the tax imposed under Section 860E(e)(5)
      of the Code on transfers of residual interests to disqualified
      organizations.

     

    The
      foregoing provisions of this Section shall cease to apply to transfers occurring
      on or after the date on which there shall have been delivered to the Trustee
      and
      the NIMS Insurer, in form and substance satisfactory to the Trustee and the
      NIMS
      Insurer, (i) written notification from each Rating Agency that the removal
      of
      the restrictions on transfer set forth in this Section will not cause such
      Rating Agency to downgrade its rating of the Certificates and (ii) an Opinion
      of
      Counsel to the effect that such removal will not cause any REMIC created
      hereunder to fail to qualify as a REMIC.

     

    (e)  No
      service charge shall be made for any registration of transfer or exchange of
      Certificates of any Class, but the Certificate Registrar may require payment
      of
      a sum sufficient to cover any tax or governmental charge that may be imposed
      in
      connection with any transfer or exchange of Certificates.

     

    All
      Certificates surrendered for registration of transfer or exchange shall be
      canceled by the Certificate Registrar and disposed of pursuant to its standard
      procedures.

     

    
      	
              SECTION
                5.03  

            	
              Mutilated,
                Destroyed, Lost or Stolen
                Certificates.

            


    

     

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

     

    
      	
              SECTION
                5.04  

            	
              Persons
                Deemed Owners.

            


    

     

    The
      Servicer, the Depositor, the Trustee, the NIMS Insurer, the Certificate
      Registrar, any Paying Agent and any agent of the Servicer, the Depositor, the
      Trustee, the NIMS Insurer, the Certificate Registrar or any Paying Agent may
      treat the Person, including a Depository, in whose name any Certificate is
      registered as the owner of such Certificate for the purpose of receiving
      distributions pursuant to Section 4.01 and for all other purposes whatsoever,
      and none of the Servicer, the Trust, the Trustee nor any agent of any of them
      shall be affected by notice to the contrary.

     

    
      	
              SECTION
                5.05  

            	
              Appointment
                of Paying Agent.

            


    

     

    (a)  The
      Paying Agent shall make distributions to Certificateholders from the
      Distribution Account pursuant to Section 4.01 and shall report the amounts
      of
      such distributions to the Trustee. The duties of the Paying Agent may include
      the obligation (i) to withdraw funds from the Collection Account pursuant to
      Section 3.11(a) and for the purpose of making the distributions referred to
      above and (ii) to distribute statements and provide information to
      Certificateholders as required hereunder. The Paying Agent hereunder shall
      at
      all times be an entity duly organized and validly existing under the laws of
      the
      United States of America or any state thereof, authorized under such laws to
      exercise corporate trust powers and subject to supervision or examination by
      federal or state authorities. The Paying Agent shall initially be the Trustee.
      The Trustee may appoint a successor to act as Paying Agent, which appointment
      shall be reasonably satisfactory to the Depositor and the NIMS
      Insurer.

     

    (b)  The
      Trustee shall cause the Paying Agent (if other than the Trustee) to execute
      and
      deliver to the Trustee an instrument in which such Paying Agent shall agree
      with
      the Trustee that such Paying Agent shall hold all sums, if any, held by it
      for
      payment to the Certificateholders in trust for the benefit of the
      Certificateholders entitled thereto until such sums shall be paid to such
      Certificateholders and shall agree that it shall comply with all requirements
      of
      the Code regarding the withholding of payments in respect of Federal income
      taxes due from Certificate Owners and otherwise comply with the provisions
      of
      this Agreement applicable to it.

     

    ARTICLE
      VI

     

    THE
      SERVICER AND THE DEPOSITOR

     

    
      	
              SECTION
                6.01  

            	
              Liability
                of the Servicer and the Depositor.

            


    

     

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

     

    
      	
              SECTION
                6.02  

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

            


    

     

    Any
      entity into which the Servicer or the Depositor may be merged or consolidated,
      or any entity resulting from any merger, conversion or consolidation to which
      the Servicer or the Depositor shall be a party, or any corporation succeeding
      to
      the business of the Servicer or the Depositor, shall be the successor of the
      Servicer or the Depositor, as the case may be, hereunder, without the execution
      or filing of any paper or any further act on the part of any of the parties
      hereto, anything herein to the contrary notwithstanding; provided, however,
      that
      the successor Servicer shall satisfy all the requirements of Section 7.02 with
      respect to the qualifications of a successor Servicer.

     

    
      	
              SECTION
                6.03  

            	
              Limitation
                on Liability of the Servicer and
                Others.

            


    

     

    Neither
      the Servicer nor the Depositor nor any of the directors or officers or employees
      or agents of the Servicer or the Depositor shall be under any liability to
      the
      Trust or the Certificateholders for any action taken or for refraining from
      the
      taking of any action by the Servicer or the Depositor in good faith pursuant
      to
      this Agreement, or for errors in judgment; provided, however, that this
      provision shall not protect the Servicer, the Depositor or any such Person
      against any liability which would otherwise be imposed by reason of its willful
      misfeasance, bad faith or negligence in the performance of duties of the
      Servicer or the Depositor, as the case may be, or by reason of its reckless
      disregard of its obligations and duties of the Servicer or the Depositor, as
      the
      case may be, hereunder.  The Servicer and any director or officer or
      employee or agent of the Servicer may rely in good faith on any document of
      any
      kind prima facie properly executed and submitted by any Person respecting any
      matters arising hereunder.  The Servicer and the Depositor, and any
      director or officer or employee or agent of the Servicer or the Depositor,
      shall
      be indemnified by the Trust and held harmless against (i) any loss, liability
      or
      expense incurred in connection with any legal action relating to this Agreement
      or the Certificates, other than any loss, liability or expense related to any
      specific Mortgage Loan or Mortgage Loans (except as any such loss, liability
      or
      expense shall be otherwise reimbursable pursuant to this Agreement) and any
      loss, liability or expense incurred by reason of its willful misfeasance, bad
      faith or negligence in the performance of duties hereunder or by reason of
      its
      reckless disregard of obligations and duties hereunder or (ii) any breach of
      a
      representation or warranty by the Originator regarding the Mortgage Loans.
      The
      Servicer or the Depositor may undertake any such action which it may deem
      necessary or desirable in respect of this Agreement, and the rights and duties
      of the parties hereto and the interests of the Certificateholders hereunder.
      In
      such event, the reasonable legal expenses and costs of such action and any
      liability resulting therefrom shall be expenses, costs and liabilities of the
      Trust and the Depositor or the Servicer shall be entitled to be reimbursed
      therefor from the Collection Account as and to the extent provided in Section
      3.11, any such right of reimbursement being prior to the rights of the
      Certificateholders to receive any amount in the Collection Account. The
      Servicer’s right to indemnity or reimbursement pursuant to this Section shall
      survive any resignation or termination of the Servicer pursuant to Section
      6.04
      or 7.01 with respect to any losses, expenses, costs or liabilities arising
      prior
      to such resignation or termination (or arising from events that occurred prior
      to such resignation or termination). This paragraph shall apply to the Servicer
      solely in its capacity as Servicer hereunder and in no other
      capacities.

     

    
      	
              SECTION
                6.04  

            	
              Servicer
                Not to Resign.

            


    

     

    The
      Servicer shall not resign from the obligations and duties hereby imposed on
      it
      except (i) upon determination that its duties hereunder are no longer
      permissible under applicable law or are in material conflict by reason of
      applicable law with any other activities carried on by it or its subsidiaries
      or
      Affiliates, the other activities of the Servicer so causing such a conflict
      being of a type and nature carried on by the Servicer or its subsidiaries or
      Affiliates at the date of this Agreement or (ii) upon satisfaction of the
      following conditions:  (a) the Servicer has proposed a successor
      servicer to the Trustee and the NIMS Insurer in writing and such proposed
      successor servicer is reasonably acceptable to the Trustee and the NIMS Insurer
      and (b) each Rating Agency shall have delivered a letter to the Trustee and
      the
      NIMS Insurer prior to the appointment of the successor servicer stating that
      the
      proposed appointment of such successor servicer as Servicer hereunder will
      not
      result in the reduction or withdrawal of the then current rating of the
      Certificates; provided, however, that no such resignation by the Servicer shall
      become effective until such successor servicer or, in the case of (i) above,
      the
      Trustee shall have assumed the Servicer’s responsibilities and obligations
      hereunder or the Trustee shall have designated, with the consent of the NIMS
      Insurer, a successor servicer in accordance with Section 7.02. Except as
      expressly provided herein, the Servicer shall not assign or transfer any of
      its
      rights, benefits or privileges hereunder to any other Person, or delegate to
      or
      subcontract with, or authorize or appoint any other Person to perform any of
      the
      duties, covenants or obligations to be performed by the Servicer hereunder.
      The
      foregoing prohibition on assignment shall not prohibit the Servicer from
      designating a Sub-Servicer as payee of any indemnification amount payable to
      the
      Servicer hereunder; provided, however, no Sub-Servicer shall be a third-party
      beneficiary hereunder and the parties hereto shall not be required to recognize
      any Subservicer as an indemnitee under this Agreement.

     

    Notwithstanding
      anything to the contrary which may be set forth above, the Trustee and the
      Depositor hereby specifically (i) consent to the pledge and assignment by the
      Servicer of all the Servicer’s right, title and interest in, to and under this
      Agreement to the Servicing Rights Pledgee, for the benefit of certain lenders,
      and (ii) provided that no Servicer Event of Termination exists, agree that
      upon
      delivery to the Trustee by the Servicing Rights Pledgee of a letter signed
      by
      the Servicer whereunder the Servicer shall resign as Servicer under this
      Agreement, the Trustee shall appoint the Servicing Rights Pledgee or its
      designee as successor Servicer, provided that at the time of such appointment,
      the Servicing Rights Pledgee or such designee meets the requirements of a
      successor Servicer pursuant to Section 7.02(a) and agrees to be subject to
      the
      terms of this Agreement.  If, pursuant to any provision hereof, the
      duties of the Servicer are transferred to a successor, the entire amount of
      the
      Servicing Fee and other compensation payable to the Servicer pursuant hereto
      shall thereafter be payable to such successor.

     

    
      	
              SECTION
                6.05  

            	
              Delegation
                of Duties.

            


    

     

    In
      the
      ordinary course of business, the Servicer at any time may delegate any of its
      duties hereunder to any Person, including any of its Affiliates, who agrees
      to
      conduct such duties in accordance with standards comparable to those set forth
      in Section 3.01. Such delegation shall not relieve the Servicer of its
      liabilities and responsibilities with respect to such duties and shall not
      constitute a resignation within the meaning of Section 6.04. Except as provided
      in Section 3.02, no such delegation is permitted that results in the delegee
      subservicing any Mortgage Loans. The Servicer shall provide the Trustee and
      the
      NIMS Insurer with 60 days prior written notice prior to the delegation of any
      of
      its duties to any Person other than any of the Servicer’s Affiliates or their
      respective successors and assigns.

     

    
      	
              SECTION
                6.06  

            	
              [Reserved].

            


    

     

    
      	
              SECTION
                6.07  

            	
              Inspection.

            


    

     

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

     

    
      	
              SECTION
                6.08  

            	
              Duties
                of the Credit Risk Manager.

            


    

     

    For
      and
      on behalf of the Depositor, the Credit Risk Manager will provide reports and
      recommendations concerning certain delinquent and defaulted Mortgage Loans,
      and
      as to the collection of any Prepayment Charges with respect to the Mortgage
      Loans.  Such reports and recommendations will be based upon
      information provided pursuant to the Credit Risk Management Agreement to the
      Credit Risk Manager by the Servicer.  The Credit Risk Manager shall
      look solely to the Servicer for all information and data (including loss and
      delinquency information and data) and loan level information and data relating
      to the servicing of the Mortgage Loans and the Trustee shall not have any
      obligation to provide any such information to the Credit Risk Manager and shall
      not otherwise have any responsibility with respect to the performance of the
      Credit Risk Manager.

     

    
      	
              SECTION
                6.09  

            	
              Limitation
                Upon Liability of the Credit Risk
                Manager.

            


    

     

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

     

    
      	
              SECTION
                6.10  

            	
              Removal
                of the Credit Risk Manager.

            


    

     

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

     

    ARTICLE
      VII

     

    DEFAULT

     

    
      	
              SECTION
                7.01  

            	
              Servicer
                Events of Termination.

            


    

     

    (a)  If
      any
      one of the following events (“Servicer Events of Termination”) shall occur and
      be continuing:

     

    (i)  (A)
      The
      failure by the Servicer to make any Advance; or (B) any other failure by the
      Servicer to deposit in the Collection Account or the Distribution Account any
      deposit required to be made under the terms of this Agreement which continues
      unremedied for a period of one Business Day after the date upon which written
      notice of such failure shall have been given to the Servicer by the Trustee
      or
      to the Servicer and the Trustee by the NIMS Insurer or any Holders of a Regular
      Certificate evidencing at least 25% of the Voting Rights; or

     

    (ii)  The
      failure by the Servicer to make any required Servicing Advance which failure
      continues unremedied for a period of 30 days, or the failure by the Servicer
      duly to observe or perform, in any material respect, any other covenants,
      obligations or agreements of the Servicer as set forth in this Agreement, which
      failure continues unremedied for a period of 30 days (or if such failure or
      breach cannot be remedied within 30 days, then such remedy shall have been
      commenced within 30 days and diligently pursued thereafter; provided, however,
      that in no event shall such failure or breach be allowed to exist for a period
      of greater than 90 days), after the date (A) on which written notice of such
      failure, requiring the same to be remedied, shall have been given to the
      Servicer by the Trustee or to the Trustee by the NIMS Insurer or any Holders
      of
      a Regular Certificate evidencing at least 25% of the Voting Rights or (B) of
      actual knowledge of such failure by a Servicing Officer of the Servicer;
      or

     

    (iii)  The
      entry
      against the Servicer of a decree or order by a court or agency or supervisory
      authority having jurisdiction in the premises for the appointment of a trustee,
      conservator, receiver or liquidator in any insolvency, conservatorship,
      receivership, readjustment of debt, marshalling of assets and liabilities or
      similar proceedings, or for the winding up or liquidation of its affairs, and
      the continuance of any such decree or order unstayed and in effect for a period
      of 60 days; or

     

    (iv)  The
      Servicer shall voluntarily go into liquidation, consent to the appointment
      of a
      conservator or receiver or liquidator or similar person in any insolvency,
      readjustment of debt, marshalling of assets and liabilities or similar
      proceedings of or relating to the Servicer or of or relating to all or
      substantially all of its property; or a decree or order of a court or agency
      or
      supervisory authority having jurisdiction in the premises for the appointment
      of
      a conservator, receiver, liquidator or similar person in any insolvency,
      readjustment of debt, marshalling of assets and liabilities or similar
      proceedings, or for the winding-up or liquidation of its affairs, shall have
      been entered against the Servicer and such decree or order shall have remained
      in force undischarged, unbonded or unstayed for a period of 60 days; or the
      Servicer shall admit in writing its inability to pay its debts generally as
      they
      become due, file a petition to take advantage of any applicable insolvency
      or
      reorganization statute, make an assignment for the benefit of its creditors
      or
      voluntarily suspend payment of its obligations; or

     

    (v)  The
      failure by the Servicer to duly perform, within the required time period, its
      obligations under Section 3.20 or Section 3.21 of this Agreement;
      or

     

    (vi)  A
      Delinquency Servicer Termination Trigger has occurred and is continuing;
      or

     

    (vii)  (a)
      a
      merger or consolidation or any other change of control of the Servicer to any
      entity other than Cerberus Capital Management, L.P. and its affiliates; or
      (b)
      if the Servicer’s primary subprime servicer rating (i) by Moody’s falls to “SQ3”
or lower, (ii) by Fitch falls to “RPS3” or lower or (iii) by S&P falls to
“Average” or lower and any such downgrade by Moody’s, Fitch or S&P continues
      unremedied for a period of thirty (30) days.

     

    (b)  then,
      and
      in each and every such case, so long as a Servicer Event of Termination shall
      not have been remedied within the applicable grace period, (x) with respect
      solely to clause (i)(A) above, if such Advance is not made by 5:00 P.M., New
      York time, on the Business Day immediately following the Servicer Remittance
      Date (provided the Trustee shall give the Servicer notice of such failure to
      advance by 5:00 P.M. New York time on the Servicer Remittance Date), the Trustee
      shall, at the direction of the NIMS Insurer, terminate all of the rights and
      obligations of the Servicer under this Agreement, to the extent permitted by
      law, and in and to the Mortgage Loans and the proceeds thereof and the Trustee,
      or a successor servicer appointed in accordance with Section 7.02, shall
      immediately make such Advance and assume, pursuant to Section 7.02, the duties
      of a successor Servicer, (y) in the case of (i)(B), (ii), (iii), (iv), (v)
      or
      (vi) above, the Trustee shall, at the direction of the Depositor, the NIMS
      Insurer or the Holders of each Class of Regular Certificates evidencing
      Percentage Interests aggregating not less than 51%, by notice then given in
      writing to the Servicer (and to the Trustee if given by the NIMS Insurer or
      the
      Holders of Certificates), terminate all of the rights and obligations of the
      Servicer as servicer under this Agreement and (z) in the case of (vii) above,
      the Trustee shall, at the direction of the majority Holder of the Class C
      Certificates, by notice given in writing to the Servicer (and to the Trustee),
      terminate all of the rights and obligations of the Servicer as servicer under
      this Agreement. Any such notice to the Servicer shall also be given to each
      Rating Agency, the Credit Risk Manager, the Depositor, the Servicer, the Swap
      Provider, the Interest Rate Cap Provider and the Basis Risk Cap Provider. On
      or
      after the receipt by the Servicer (and by the Trustee if such notice is given
      by
      the Holders) of such written notice, all authority and power of the Servicer
      under this Agreement, whether with respect to the Certificates or the Mortgage
      Loans or otherwise, shall pass to and be vested in the Trustee (or in the case
      of (vii) above, such other successor servicer appointed by the majority Holder
      of the Class C Certificates and consented to by the Rating Agencies) pursuant
      to
      and under this Section; and, without limitation, and the Trustee (or other
      successor servicer) is hereby authorized and empowered to execute and deliver,
      on behalf of the Servicer, as attorney-in-fact or otherwise, any and all
      documents and other instruments, and to do or accomplish all other acts or
      things necessary or appropriate to effect the purposes of such notice of
      termination, whether to complete the transfer and endorsement of each Mortgage
      Loan and related documents or otherwise. The Servicer agrees to cooperate with
      the Trustee (or the applicable successor Servicer) in effecting the termination
      of the responsibilities and rights of the Servicer hereunder, including, without
      limitation, the delivery to the Trustee (or other successor servicer) of all
      documents and records requested by it to enable it to assume the Servicer’s
      functions under this Agreement within ten Business Days subsequent to such
      notice, the transfer within one Business Day subsequent to such notice to the
      Trustee (or the applicable successor Servicer) for the administration by it
      of
      all cash amounts that shall at the time be held by the Servicer and to be
      deposited by it in the Collection Account, the Distribution Account, any REO
      Account or any Servicing Account or that have been deposited by the Servicer
      in
      such accounts or thereafter received by the Servicer with respect to the
      Mortgage Loans or any REO Property received by the Servicer. All reasonable
      costs and expenses (including attorneys’ fees) incurred in connection with
      transferring the Mortgage Files to the successor Servicer and amending this
      Agreement to reflect such succession as Servicer pursuant to this Section shall
      be paid by the predecessor Servicer (or if the predecessor Servicer is the
      Trustee, the initial Servicer) upon presentation of reasonable documentation
      of
      such costs and expenses and to the extent not paid by the Servicer, by the
      Trust.

     

    
      	
              SECTION
                7.02  

            	
              Trustee
                to Act; Appointment of Successor.

            


    

     

    (a)  From
      the
      time the Servicer (and the Trustee, if notice is sent by the Holders) receives
      a
      notice of termination pursuant to Section 7.01 (i) through (vi) or 6.04, the
      Trustee (or such other successor Servicer as is approved in accordance with
      this
      Agreement) shall be the successor in all respects to the Servicer in its
      capacity as servicer under this Agreement and the transactions set forth or
      provided for herein and shall be subject to all the responsibilities, duties
      and
      liabilities relating thereto placed on the Servicer by the terms and provisions
      hereof arising on and after its succession. Notwithstanding the foregoing,
      the
      parties hereto agree that the Trustee, in its capacity as successor Servicer,
      immediately will assume all of the obligations of the Servicer to make advances.
      Notwithstanding the foregoing, the Trustee, in its capacity as successor
      Servicer, shall not be responsible for the lack of information and/or documents
      that it cannot obtain through reasonable efforts. It is understood and agreed
      by
      the parties hereto that there will be a period of transition (not to exceed
      90
      days) before the transition of servicing obligations is fully
      effective.  As compensation therefor, the Trustee (or such other
      successor Servicer) shall be entitled to such compensation as the Servicer
      would
      have been entitled to hereunder if no such notice of termination had been given.
      Notwithstanding the above, (i) if the Trustee is unwilling to act as successor
      Servicer or (ii) if the Trustee is legally unable so to act, the Trustee shall
      appoint or petition a court of competent jurisdiction to appoint, any
      established housing and home finance institution, bank or other mortgage loan
      or
      home equity loan servicer having a net worth of not less than $50,000,000 as
      the
      successor to the Servicer hereunder in the assumption of all or any part of
      the
      responsibilities, duties or liabilities of the Servicer hereunder; provided,
      that the appointment of any such successor Servicer shall be approved by the
      NIMS Insurer (such approval not to be unreasonably withheld), as evidenced
      by
      the prior written consent of the NIMS Insurer, and will not result in the
      qualification, reduction or withdrawal of the ratings assigned to the
      Certificates by the Rating Agencies as evidenced by a letter to such effect
      from
      the Rating Agencies. Pending appointment of a successor to the Servicer
      hereunder, the Trustee shall act in such capacity as hereinabove provided.
      In
      connection with such appointment and assumption, the successor shall be entitled
      to receive compensation out of payments on Mortgage Loans in an amount equal
      to
      the compensation which the Servicer would otherwise have received pursuant
      to
      Section 3.18 (or such other compensation as the Trustee and such successor
      shall
      agree, not to exceed the Servicing Fee). The appointment of a successor Servicer
      shall not affect any liability of the predecessor Servicer which may have arisen
      under this Agreement prior to its termination as Servicer to pay any deductible
      under an insurance policy pursuant to Section 3.14, to reimburse the Trustee
      pursuant to Section 3.06 or to indemnify the Trustee or the NIMS Insurer
      pursuant to Section 8.05(c)), nor shall any successor Servicer be liable for
      any
      acts or omissions of the predecessor Servicer or for any breach by such Servicer
      of any of its representations or warranties contained herein or in any related
      document or agreement. The Trustee and such successor shall take such action,
      consistent with this Agreement, as shall be necessary to effectuate any such
      succession. All Servicing Transfer Costs shall be paid by the predecessor
      Servicer upon presentation of reasonable documentation of such costs, and if
      such predecessor Servicer defaults in its obligation to pay such costs, such
      costs shall be paid by the successor Servicer or the Trustee (in which case
      the
      successor Servicer or the Trustee, as applicable, shall be entitled to
      reimbursement therefor from the assets of the Trust).

     

    (b)  In
      the
      event of a Servicer Event of Termination, notwithstanding anything to the
      contrary above, the Trustee and the Depositor hereby agree that upon delivery
      to
      the Trustee by the Servicing Rights Pledgee of a letter signed by the Servicer
      within ten Business Days of when notification of such event shall have been
      provided to the Trustee, whereunder the Servicer shall resign as Servicer under
      this Agreement, the Servicing Rights Pledgee or its designee shall be appointed
      as successor Servicer (provided that at the time of such appointment the
      Servicing Rights Pledgee or such designee meets the requirements of a successor
      Servicer set forth above) and the Servicing Rights Pledgee agrees to be subject
      to the terms of this Agreement.

     

    (c)  Any
      successor to the Servicer, including the Trustee, shall during the term of
      its
      service as servicer continue to service and administer the Mortgage Loans for
      the benefit of Certificateholders, and maintain in force a policy or policies
      of
      insurance covering errors and omissions in the performance of its obligations
      as
      Servicer hereunder and a fidelity bond in respect of its officers, employees
      and
      agents to the same extent as the Servicer is so required pursuant to Section
      3.14.

     

    
      	
              SECTION
                7.03  

            	
              Waiver
                of Defaults.

            


    

     

    The
      Majority Certificateholders may, on behalf of all Certificateholders and with
      the consent of the NIMS Insurer, waive any events permitting removal of the
      Servicer as servicer pursuant to this Article VII, provided, however, that
      the
      Majority Certificateholders may not waive a default in making a required
      distribution on a Certificate without the consent of the Holder of such
      Certificate and the consent of the NIMS Insurer. Upon any waiver of a past
      default, such default shall cease to exist and any Servicer Event of Termination
      arising therefrom shall be deemed to have been remedied for every purpose of
      this Agreement. No such waiver shall extend to any subsequent or other default
      or impair any right consequent thereto except to the extent expressly so waived.
      Notice of any such waiver shall be given by the Trustee to the Rating Agencies
      and the NIMS Insurer.

     

    
      	
              SECTION
                7.04  

            	
              Notification
                to Certificateholders.

            


    

     

    (a)  Upon
      any
      termination or appointment of a successor to the Servicer pursuant to this
      Article VII or Section 6.04, the Trustee shall give prompt written notice
      thereof to the Certificateholders at their respective addresses appearing in
      the
      Certificate Register, the NIMS Insurer, each Rating Agency, the Swap Provider,
      the Interest Rate Cap Provider and the Basis Risk Cap Provider.

     

    (b)  No
      later
      than 60 days after the occurrence of any event which constitutes or which,
      with
      notice or a lapse of time or both, would constitute a Servicer Event of
      Termination for five Business Days after a Responsible Officer of the Trustee
      becomes aware of the occurrence of such an event, the Trustee shall transmit
      by
      mail to all Certificateholders, the Credit Risk Manager and the NIMS Insurer
      notice of such occurrence unless such default or Servicer Event of Termination
      shall have been waived or cured.

     

    
      	
              SECTION
                7.05  

            	
              Survivability
                of Servicer Liabilities.

            


    

     

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

     

    ARTICLE
      VIII

     

    THE
      TRUSTEE

     

    
      	
              SECTION
                8.01  

            	
              Duties
                of Trustee.

            


    

     

    The
      Trustee, prior to the occurrence of a Servicer Event of Termination and after
      the curing of all Servicer Events of Termination which may have occurred,
      undertakes to perform such duties and only such duties as are specifically
      set
      forth in this Agreement. If a Servicer Event of Termination has occurred (which
      has not been cured) of which a Responsible Officer has knowledge, the Trustee
      shall exercise such of the rights and powers vested in it by this Agreement,
      and
      use the same degree of care and skill in their exercise, as a prudent man would
      exercise or use under the circumstances in the conduct of his own
      affairs.

     

    The
      Trustee, upon receipt of all resolutions, certificates, statements, opinions,
      reports, documents, orders or other instruments furnished to the Trustee which
      are specifically required to be furnished pursuant to any provision of this
      Agreement, shall examine them to determine whether they conform to the
      requirements of this Agreement; provided, however, that the Trustee will not
      be
      responsible for the accuracy or content of any such resolutions, certificates,
      statements, opinions, reports, documents or other instruments. If any such
      instrument is found not to conform to the requirements of this Agreement in
      a
      material manner the Trustee shall take such action as it deems appropriate
      to
      have the instrument corrected, and if the instrument is not corrected to the
      Trustee’s satisfaction, the Trustee will provide notice thereof to the
      Certificateholders and the NIMS Insurer.

     

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

     

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

     

    (ii)  the
      Trustee shall not be personally liable for an error of judgment made in good
      faith by a Responsible Officer of the Trustee, unless it shall be proved that
      the Trustee was negligent in ascertaining the pertinent facts;

     

    (iii)  the
      Trustee shall not be personally liable with respect to any action taken,
      suffered or omitted to be taken by it in good faith in accordance with the
      direction of the NIMS Insurer, the Majority Certificateholders or, where
      provided herein, the Depositor, relating to the time, method and place of
      conducting any proceeding for any remedy available to the Trustee, or exercising
      or omitting to exercise any trust or power conferred upon the Trustee, under
      this Agreement; and

     

    (iv)  the
      Trustee shall not be charged with knowledge of any failure by the Servicer
      to
      comply with the obligations of the Servicer referred to in clauses (i) and
      (ii)
      of Section 7.01(a) or of the existence of any Servicer Event of Termination
      unless a Responsible Officer of the Trustee at the Corporate Trust Office
      obtains actual knowledge of such failure or the Trustee receives written notice
      of such failure from the Depositor, the Servicer, the NIMS Insurer or the
      Majority Certificateholders.

     

    The
      Trustee shall not be required to expend or risk its own funds or otherwise
      incur
      financial liability in the performance of any of its duties hereunder, or in
      the
      exercise of any of its rights or powers, if there is reasonable ground for
      believing that the repayment of such funds or adequate indemnity against such
      risk or liability is not reasonably assured to it, and none of the provisions
      contained in this Agreement shall in any event require the Trustee to perform,
      or be responsible for the manner of performance of, any of the obligations
      of
      the Servicer under this Agreement, except during such time, if any, as the
      Trustee shall be the successor to, and be vested with the rights, duties, powers
      and privileges of, the Servicer in accordance with the terms of this
      Agreement.

     

    
      	
              SECTION
                8.02  

            	
              Certain
                Matters Affecting the Trustee.

            


    

     

    (a)  Except
      as
      otherwise provided in Section 8.01:

     

    (i)  the
      Trustee may request and rely upon, and shall be protected in acting or
      refraining from acting upon, any resolution, Officers’ Certificate, certificate
      of auditors or any other certificate, statement, instrument, opinion, report,
      notice, request, consent, order, appraisal, bond or other paper or document
      reasonably believed by it to be genuine and to have been signed or presented
      by
      the proper party or parties, and the manner of obtaining consents and of
      evidencing the authorization of the execution thereof by Certificateholders
      shall be subject to such reasonable regulations as the Trustee may
      prescribe;

     

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

     

    (iii)  the
      Trustee shall be under no obligation to exercise any of the rights or powers
      vested in it by this Agreement, or to institute, conduct or defend any
      litigation hereunder or in relation hereto, at the request, order or direction
      of any of the Certificateholders, the NIMS Insurer or
      the
      Depositor, pursuant to the provisions of this Agreement, unless such
      Certificateholders, the NIMS Insurer or
      the
      Depositor, as applicable, shall have offered to the Trustee reasonable
      security or indemnity against the costs, expenses and liabilities which may
      be
      incurred therein or thereby (which
      security or indemnity may include, but shall not be limited to, the indemnity
      provided to the Trustee pursuant to Section 8.05; provided, however, that
      nothing herein shall be deemed to restrict or prohibit the Trustee from
      requesting such further security or indemnity as provided herein); the
      right of the Trustee to perform any discretionary act enumerated in this
      Agreement shall not be construed as a duty, and the Trustee shall not be
      answerable for other than its negligence or willful misconduct in the
      performance of any such act;

     

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

     

    (v)  prior
      to
      the occurrence of a Servicer Event of Termination and after the curing of all
      Servicer Events of Termination which may have occurred, the Trustee shall not
      be
      bound to make any investigation into the facts or matters stated in any
      resolution, certificate, statement, instrument, opinion, report, notice,
      request, consent, order, approval, bond or other paper or documents, unless
      requested in writing to do so by the NIMS Insurer or the Majority
      Certificateholder; provided, however, that if the payment within a reasonable
      time to the Trustee of the costs, expenses or liabilities likely to be incurred
      by it in the making of such investigation is, in the opinion of the Trustee,
      not
      reasonably assured to the Trustee by the security afforded to it by the terms
      of
      this Agreement, the Trustee may require reasonable indemnity against such cost,
      expense or liability as a condition to such proceeding. The reasonable expense
      of every such examination shall be paid by the Servicer or the NIMS Insurer
      (if
      requested by the NIMS Insurer) or, if paid by the Trustee, shall be reimbursed
      by the Servicer or the NIMS Insurer (if requested by the NIMS Insurer) upon
      demand and, if not reimbursed by the Servicer or the NIMS Insurer (if requested
      by the NIMS Insurer), shall be reimbursed by the Trust. Nothing in this clause
      (v) shall derogate from the obligation of the Servicer to observe any applicable
      law prohibiting disclosure of information regarding the Mortgagors;

     

    (vi)  the
      Trustee shall not be accountable, shall have no liability and makes no
      representation as to any acts or omissions hereunder of the Servicer until
      such
      time as the Trustee may be required to act as Servicer pursuant to Section
      7.02
      and thereupon only for the acts or omissions of the Trustee as successor
      Servicer;

     

    (vii)  the
      Trustee may execute any of the trusts or powers hereunder or perform any duties
      hereunder either directly or by or through agents or attorneys, custodians
      or
      nominees;

     

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

     

    (ix)  the
      Trustee shall not be personally liable for any loss resulting from the
      investment of funds held in the Collection Account or the REO Account made
      at
      the direction of the Servicer pursuant to Section 3.12; and

     

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

     

    In
      order
      to comply with its duties under the U.S. Patriot Act, the Trustee shall obtain
      and verify certain information and documentation from the other parties hereto,
      including, but not limited to, such parties’ name, address and other identifying
      information.

     

    
      	
              SECTION
                8.03  

            	
              Trustee
                Not Liable for Certificates or Mortgage
                Loans.

            


    

     

    The
      recitals contained herein and in the Certificates (other than the authentication
      of the Trustee on the Certificates) shall be taken as the statements of the
      Depositor, and the Trustee assumes no responsibility for the correctness of
      the
      same. The Trustee makes no representations as to the validity or sufficiency
      of
      this Agreement or of the Certificates (other than the signature and
      authentication of the Trustee on the Certificates) or of any Mortgage Loan
      or
      related document other than with respect to the Trustee’s execution and
      authentication of the Certificates. The Trustee shall not be accountable for
      the
      use or application by the Servicer, or for the use or application of any funds
      paid to the Servicer in respect of the Mortgage Loans or deposited in or
      withdrawn from the Collection Account by the Servicer. The Trustee shall at
      no
      time have any responsibility or liability for or with respect to the legality,
      validity and enforceability of any Mortgage or any Mortgage Loan, or the
      perfection and priority of any Mortgage or the maintenance of any such
      perfection and priority, or for or with respect to the sufficiency of the Trust
      or its ability to generate the payments to be distributed to Certificateholders
      under this Agreement, including, without limitation: the existence, condition
      and ownership of any Mortgaged Property; the existence and enforceability of
      any
      hazard insurance thereon (other than if the Trustee shall assume the duties
      of
      the Servicer pursuant to Section 7.02); the validity of the assignment of any
      Mortgage Loan to the Trustee or of any intervening assignment; the completeness
      of any Mortgage Loan; the performance or enforcement of any Mortgage Loan (other
      than if the Trustee shall assume the duties of the Servicer pursuant to Section
      7.02); the compliance by the Depositor, the Originator or the Servicer with
      any
      warranty or representation made under this Agreement or in any related document
      or the accuracy of any such warranty or representation prior to the Trustee’s
      receipt of notice or other discovery of any non-compliance therewith or any
      breach thereof; any investment of monies by or at the direction of the Servicer
      or any loss resulting therefrom, it being understood that the Trustee shall
      remain responsible for any Trust property that it may hold in its individual
      capacity; the acts or omissions of any of the Servicer (other than if the
      Trustee shall assume the duties of the Servicer pursuant to Section 7.02),
      any
      Sub-Servicer or any Mortgagor; any action of the Servicer (other than if the
      Trustee shall assume the duties of the Servicer pursuant to Section 7.02),
      or
      any Sub- Servicer taken in the name of the Trustee; the failure of the Servicer
      or any Sub-Servicer to act or perform any duties required of it as agent of
      the
      Trustee hereunder; or any action by the Trustee taken at the instruction of
      the
      Servicer (other than if the Trustee shall assume the duties of the Servicer
      pursuant to Section 7.02); provided, however, that the foregoing shall not
      relieve the Trustee of its obligation to perform its duties under this
      Agreement, including, without limitation, the Trustee’s duty to review the
      Mortgage Files pursuant to Section 2.01. The Trustee shall have no
      responsibility for filing any financing or continuation statement in any public
      office at any time or to otherwise perfect or maintain the perfection of any
      security interest or lien granted to it hereunder (unless the Trustee shall
      have
      become the successor Servicer).

     

    
      	
              SECTION
                8.04  

            	
              Trustee
                May Own Certificates.

            


    

     

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

     

    
      	
              SECTION
                8.05  

            	
              Trustee
                Compensation, Custodial Fee and
                Expenses.

            


    

     

    (a)  On
      each
      Distribution Date, prior to making any distributions to Certificateholders,
      the
      Trustee shall withdraw from the Distribution Account and pay to itself the
      Trustee Compensation payable on such Distribution Date consisting of all income
      earned on amounts on deposit in the Distribution Account. The Trustee shall
      be
      provided a copy of the separate fee schedule between the Depositor and the
      Custodian.  The Trustee shall withdraw from the Distribution Account
      on each Distribution Date and pay to the Custodian, the Custodial Fee prior
      to
      making any distributions to Certificateholders.

     

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

     

    (c)  The
      Servicer agrees to indemnify the Trustee, the NIMS Insurer, the Custodian or
      any
      director, officer, employee or agent of the Trustee, the NIMS Insurer or
      Custodian from, and hold it harmless against, any loss, liability or expense
      resulting from a breach of the Servicer’s obligations and duties under this
      Agreement. Such indemnity shall survive the termination or discharge of this
      Agreement and the resignation or removal of the Trustee and the Servicer for
      actions prior to such resignation or removal. Any payment hereunder made by
      the
      Servicer to the Trustee shall be from the Servicer’s own funds, without
      reimbursement from the Trust Fund therefor.

     

    
      	
              SECTION
                8.06  

            	
              Eligibility
                Requirements for Trustee.

            


    

     

    The
      Trustee hereunder shall at all times be an entity duly organized and validly
      existing under the laws of the United States of America or any state thereof,
      authorized under such laws to exercise corporate trust powers, having a combined
      capital and surplus of at least $50,000,000 and subject to supervision or
      examination by federal or state authority. If such entity publishes reports
      of
      condition at least annually, pursuant to law or to the requirements of the
      aforesaid supervising or examining authority, then for the purposes of this
      Section 8.06, the combined capital and surplus of such entity shall be deemed
      to
      be its combined capital and surplus as set forth in its most recent report
      of
      condition so published. The principal office of the Trustee (other than the
      initial Trustee) shall be in a state with respect to which an Opinion of Counsel
      has been delivered to such Trustee and the NIMS Insurer at the time such Trustee
      is appointed Trustee to the effect that the Trust will not be a taxable entity
      under the laws of such state. In case at any time the Trustee shall cease to
      be
      eligible in accordance with the provisions of this Section 8.06, the Trustee
      shall resign immediately in the manner and with the effect specified in Section
      8.07.

     

    
      	
              SECTION
                8.07  

            	
              Resignation
                or Removal of Trustee.

            


    

     

    The
      Trustee may at any time resign and be discharged from the trusts hereby created
      by giving written notice thereof to the NIMS Insurer, the Depositor, the
      Servicer, the Swap Provider, the Interest Rate Cap Provider, the Basis Risk
      Cap
      Provider and each Rating Agency. Upon receiving such notice of resignation,
      the
      Depositor shall promptly appoint a successor Trustee acceptable to the NIMS
      Insurer by written instrument, in duplicate, one copy of which instrument shall
      be delivered to the resigning Trustee and one copy to the successor Trustee.
      If
      no successor Trustee shall have been so appointed and having accepted
      appointment within 30 days after the giving of such notice of resignation,
      the
      resigning Trustee may petition any court of competent jurisdiction for the
      appointment of a successor Trustee.

     

    If
      at any
      time the Trustee shall cease to be eligible in accordance with the provisions
      of
      Section 8.06 and shall fail to resign after written request therefor by the
      Depositor or the NIMS Insurer or if at any time the Trustee shall be legally
      unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver
      of
      the Trustee or of its property shall be appointed, or any public officer shall
      take charge or control of the Trustee or of its property or affairs for the
      purpose of rehabilitation, conservation or liquidation, then the Depositor,
      the
      Servicer or the NIMS Insurer may remove the Trustee. If the Depositor, the
      Servicer or the NIMS Insurer removes the Trustee under the authority of the
      immediately preceding sentence, the Depositor, with the consent of the NIMS
      Insurer, shall promptly appoint a successor Trustee by written instrument,
      in
      duplicate, one copy of which instrument shall be delivered to the Trustee so
      removed and one copy to the successor trustee.

     

    The
      Majority Certificateholders (or the NIMS Insurer upon the failure of the Trustee
      to perform its obligations hereunder) may at any time remove the Trustee by
      written instrument or instruments delivered to the Servicer, the Depositor,
      the
      Trustee, the Swap Provider, the Interest Rate Cap Provider and the Basis Risk
      Cap Provider; the Depositor shall thereupon use its best efforts to appoint
      a
      successor trustee acceptable to the NIMS Insurer in accordance with this
      Section.

     

    Any
      resignation or removal of the Trustee and appointment of a successor Trustee
      pursuant to any of the provisions of this Section 8.07 shall not become
      effective until acceptance of appointment by the successor Trustee as provided
      in Section 8.08.

     

    
      	
              SECTION
                8.08  

            	
              Successor
                Trustee.

            


    

     

    Any
      successor Trustee appointed as provided in Section 8.07 shall execute,
      acknowledge and deliver to the NIMS Insurer, the Depositor, the Servicer, the
      Swap Provider, the Interest Rate Cap Provider, the Basis Risk Cap Provider
      and
      to its predecessor Trustee an instrument accepting such appointment hereunder,
      and thereupon the resignation or removal of the predecessor Trustee shall become
      effective, and such successor Trustee, without any further act, deed or
      conveyance, shall become fully vested with all the rights, powers, duties and
      obligations of its predecessor hereunder, with like effect as if originally
      named as Trustee. The Depositor, the Servicer and the predecessor Trustee shall
      execute and deliver such instruments and do such other things as may reasonably
      be required for fully and certainly vesting and confirming in the successor
      Trustee all such rights, powers, duties and obligations.

     

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

     

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

     

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

     

    
      	
              SECTION
                8.09  

            	
              Merger
                or Consolidation of Trustee.

            


    

     

    Any
      entity into which the Trustee may be merged or converted or with which it may
      be
      consolidated, or any entity resulting from any merger, conversion or
      consolidation to which the Trustee shall be a party, or any entity succeeding
      to
      the business of the Trustee, shall be the successor of the Trustee hereunder,
      provided such entity shall be eligible under the provisions of Section 8.06
      and
      8.08, without the execution or filing of any paper or any further act on the
      part of any of the parties hereto, anything herein to the contrary
      notwithstanding.

     

    
      	
              SECTION
                8.10  

            	
              Appointment
                of Co-Trustee or Separate Trustee.

            


    

     

    Notwithstanding
      any other provisions of this Agreement, at any time, for the purpose of meeting
      any legal requirements of any jurisdiction in which any part of the Trust or
      any
      Mortgaged Property may at the time be located, the Depositor and the Trustee
      acting jointly shall have the power and shall execute and deliver all
      instruments to appoint one or more Persons approved by the Trustee and the
      NIMS
      Insurer to act as co-trustee or co-trustees, jointly with the Trustee, or
      separate trustee or separate trustees, of all or any part of the Trust, and
      to
      vest in such Person or Persons, in such capacity and for the benefit of the
      Certificateholders, such title to the Trust, or any part thereof, and, subject
      to the other provisions of this Section 8.10, such powers, duties, obligations,
      rights and trusts as the Servicer and the Trustee may consider necessary or
      desirable. Any such co-trustee or separate trustee shall be subject to the
      written approval of the Servicer and the NIMS Insurer. If the Servicer and
      the
      NIMS Insurer shall not have joined in such appointment within 15 days after
      the
      receipt by it of a request so to do, or in the case a Servicer Event of
      Termination shall have occurred and be continuing, the Trustee alone shall
      have
      the power to make such appointment. No co-trustee or separate trustee hereunder
      shall be required to meet the terms of eligibility as a successor trustee under
      Section 8.06, and no notice to Certificateholders of the appointment of any
      co-trustee or separate trustee shall be required under Section 8.08. The
      Servicer shall be responsible for the fees of any co-trustee or separate trustee
      appointed hereunder.

     

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

     

    (i)  all
      rights, powers, duties and obligations conferred or imposed upon the Trustee
      shall be conferred or imposed upon and exercised or performed by the Trustee
      and
      such separate trustee or co-trustee jointly (it being understood that such
      separate trustee or co-trustee is not authorized to act separately without
      the
      Trustee joining in such act), except to the extent that under any law of any
      jurisdiction in which any particular act or acts are to be performed (whether
      as
      Trustee hereunder or as successor to the Servicer hereunder), the Trustee shall
      be incompetent or unqualified to perform such act or acts, in which event such
      rights, powers, duties and obligations (including the holding of title to the
      Trust or any portion thereof in any such jurisdiction) shall be exercised and
      performed singly by such separate trustee or co-trustee, but solely at the
      direction of the Trustee;

     

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

     

    (iii)  the
      Servicer and the Trustee, acting jointly and with the consent of the NIMS
      Insurer, may at any time accept the resignation of or remove any separate
      trustee or co-trustee except that following the occurrence of a Servicer Event
      of Termination, the Trustee acting alone may accept the resignation or remove
      any separate trustee or co-trustee.

     

    Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then separate trustees and co-trustees, as effectively
      as if given to each of them. Every instrument appointing any separate trustee
      or
      co-trustee shall refer to this Agreement and the conditions of this Article
      VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts
      conferred, shall be vested with the estates or property specified in its
      instrument of appointment, either jointly with the Trustee or separately, as
      may
      be provided therein, subject to all the provisions of this Agreement,
      specifically including every provision of this Agreement relating to the conduct
      of, affecting the liability of, or affording protection to, the Trustee. Every
      such instrument shall be filed with the Trustee and a copy thereof given to
      the
      Depositor, the Servicer and the NIMS Insurer.

     

    Any
      separate trustee or co-trustee may, at any time, constitute the Trustee, its
      agent or attorney-in-fact, with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Trustee, to the extent permitted by law, without the appointment of a new or
      successor Trustee.

     

    
      	
              SECTION
                8.11  

            	
              Limitation
                of Liability.

            


    

     

    The
      Certificates are executed by the Trustee, not in its individual capacity but
      solely as Trustee of the Trust, in the exercise of the powers and authority
      conferred and vested in it by this Agreement. Each of the undertakings and
      agreements made on the part of the Trustee in the Certificates is made and
      intended not as a personal undertaking or agreement by the Trustee but is made
      and intended for the purpose of binding only the Trust.

     

    
      	
              SECTION
                8.12  

            	
              Trustee
                May Enforce Claims Without Possession of
                Certificates.

            


    

     

    (a)  All
      rights of action and claims under this Agreement or the Certificates may be
      prosecuted and enforced by the Trustee without the possession of any of the
      Certificates or the production thereof in any proceeding relating thereto,
      and
      such proceeding instituted by the Trustee shall be brought in its own name
      or in
      its capacity as Trustee for the benefit of all Holders of such Certificates,
      subject to the provisions of this Agreement. Any recovery of judgment shall,
      after provision for the payment of the reasonable compensation, expenses,
      disbursement and advances of the Trustee, its agents and counsel, be for the
      ratable benefit of the Certificateholders in respect of which such judgment
      has
      been recovered.

     

    (b)  The
      Trustee shall afford the Originator, the Depositor, the Servicer, the NIMS
      Insurer and each Certificateholder upon reasonable prior notice during normal
      business hours, access to all records maintained by the Trustee in respect
      of
      its duties hereunder and access to officers of the Trustee responsible for
      performing such duties. Upon request, the Trustee shall furnish the Depositor,
      the Servicer, the NIMS Insurer and any requesting Certificateholder with its
      most recent financial statements. The Trustee shall cooperate fully with the
      Originator, the Servicer, the NIMS Insurer, the Depositor and such
      Certificateholder and shall make available to the Originator, the Servicer,
      the
      Depositor, the NIMS Insurer and such Certificateholder for review and copying
      such books, documents or records as may be requested with respect to the
      Trustee’s duties hereunder. The Originator, the Depositor, the Servicer and the
      Certificateholders shall not have any responsibility or liability for any action
      or failure to act by the Trustee and are not obligated to supervise the
      performance of the Trustee under this Agreement or otherwise.

     

    
      	
              SECTION
                8.13  

            	
              Suits
                for Enforcement.

            


    

     

    In
      case a
      Servicer Event of Termination or other default by the Servicer or the Depositor
      hereunder shall occur and be continuing, the Trustee, shall, at the direction
      of
      the Majority Certificateholders or the NIMS Insurer, or may, proceed to protect
      and enforce its rights and the rights of the Certificateholders or the NIMS
      Insurer under this Agreement by a suit, action or proceeding in equity or at
      law
      or otherwise, whether for the specific performance of any covenant or agreement
      contained in this Agreement or in aid of the execution of any power granted
      in
      this Agreement or for the enforcement of any other legal, equitable or other
      remedy, as the Trustee, being advised by counsel, and subject to the foregoing,
      shall deem most effectual to protect and enforce any of the rights of the
      Trustee, the NIMS Insurer and the Certificateholders.

     

    
      	
              SECTION
                8.14  

            	
              Waiver
                of Bond Requirement.

            


    

     

    The
      Trustee shall be relieved of, and each Certificateholder hereby waives, any
      requirement of any jurisdiction in which the Trust, or any part thereof, may
      be
      located that the Trustee post a bond or other surety with any court, agency
      or
      body whatsoever.

     

    
      	
              SECTION
                8.15  

            	
              Waiver
                of Inventory, Accounting and Appraisal
                Requirement.

            


    

     

    The
      Trustee shall be relieved of, and each Certificateholder hereby waives, any
      requirement of any jurisdiction in which the Trust, or any part thereof, may
      be
      located that the Trustee file any inventory, accounting or appraisal of the
      Trust with any court, agency or body at any time or in any manner
      whatsoever.

     

    ARTICLE
      IX

     

    REMIC
      ADMINISTRATION

     

    
      	
              SECTION
                9.01  

            	
              REMIC
                Administration.

            


    

     

    (a)  REMIC
      elections as set forth in the Preliminary Statement shall be made by the Trustee
      on Form 1066 or other appropriate federal tax or information return for the
      taxable year ending on the last day of the calendar year in which the
      Certificates are issued. The regular interests and residual interest in each
      REMIC shall be as designated in the Preliminary Statement.

     

    (b)  The
      Closing Date is hereby designated as the “Startup Day” of each REMIC within the
      meaning of section 860G(a)(9) of the Code.

     

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

     

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

     

    (e)  The
      Holder of the Class R Certificate at any time holding the largest Percentage
      Interest thereof shall be the “tax matters person” as defined in the REMIC
      Provisions (the related “Tax Matters Person”) with respect to REMIC 1, REMIC 2,
      REMIC 3, REMIC 4 and REMIC 5 and shall act as Tax Matters Person for each such
      REMIC.  The Holder of the Class R-X Certificate at any time holding
      the largest Percentage Interest thereof shall be the Tax Matters Person with
      respect to REMIC 6, REMIC 7 and REMIC 8 and shall act as Tax Matters Person
      for
      each such REMIC.  The Trustee, as agent for the Tax Matters Person,
      shall perform on behalf of each REMIC all reporting and other tax compliance
      duties that are the responsibility of such REMIC under the Code, the REMIC
      Provisions, or other compliance guidance issued by the Internal Revenue Service
      or any state or local taxing authority. Among its other duties, if required
      by
      the Code, the REMIC Provisions, or other such guidance, the Trustee, as agent
      for the Tax Matters Person, shall provide (i) to the Treasury or other
      governmental authority such information as is necessary for the application
      of
      any tax relating to the transfer of a Residual Certificate to any disqualified
      person or organization and (ii) to the Certificateholders such information
      or
      reports as are required by the Code or REMIC Provisions.  The Trustee,
      as agent for the Tax Matters Person, shall represent each REMIC in any
      administrative or judicial proceedings relating to an examination or audit
      by
      any governmental taxing authority, request an administrative adjustment as
      to
      any taxable year of any REMIC, enter into settlement agreements with any
      government taxing agency, extend any statute of limitations relating to any
      item
      of any REMIC and otherwise act on behalf of any REMIC in relation to any tax
      matter involving the Trust.

     

    (f)  The
      Trustee, the Servicer and the Holders of Certificates shall take any action
      or
      cause the REMIC to take any action necessary to create or maintain the status
      of
      each REMIC as a REMIC under the REMIC Provisions and shall assist each other
      as
      necessary to create or maintain such status. Neither the Trustee, the Servicer
      nor the Holder of any Residual Certificate shall take any action, cause any
      REMIC created hereunder to take any action or fail to take (or fail to cause
      to
      be taken) any action that, under the REMIC Provisions, if taken or not taken,
      as
      the case may be, could (i) endanger the status of such REMIC as a REMIC or
      (ii)
      result in the imposition of a tax upon such REMIC (including but not limited
      to
      the tax on prohibited transactions as defined in Code Section 860F(a)(2) and
      the
      tax on prohibited contributions set forth on Section 860G(d) of the Code)
      (either such event, an “Adverse REMIC Event”) unless the Trustee, the NIMS
      Insurer and the Servicer have received an Opinion of Counsel (at the expense
      of
      the party seeking to take such action) to the effect that the contemplated
      action will not endanger such status or result in the imposition of such a
      tax.
      In addition, prior to taking any action with respect to any REMIC created
      hereunder or the assets therein, or causing such REMIC to take any action,
      which
      is not expressly permitted under the terms of this Agreement, any Holder of
      a
      Residual Certificate will consult with the Trustee, the NIMS Insurer and the
      Servicer, or their respective designees, in writing, with respect to whether
      such action could cause an Adverse REMIC Event to occur with respect to any
      REMIC, and no such Person shall take any such action or cause any REMIC to
      take
      any such action as to which the Trustee, the NIMS Insurer or the Servicer has
      advised it in writing that an Adverse REMIC Event could occur.

     

    (g)  Each
      Holder of a Residual Certificate shall pay when due any and all taxes imposed
      on
      each REMIC created hereunder by federal or state governmental authorities.
      To
      the extent that such Trust taxes are not paid by a Residual Certificateholder,
      the Trustee shall pay any remaining REMIC taxes out of current or future amounts
      otherwise distributable to the Holder of the Residual Certificate in the REMICs
      or, if no such amounts are available, out of other amounts held in the
      Distribution Account, and shall reduce amounts otherwise payable to Holders
      of
      regular interests in the related REMIC.  Subject to the foregoing, in
      the event that a REMIC incurs a state or local tax, including franchise taxes,
      as a result of a determination that such REMIC is domiciled in the State of
      California for state tax purposes by virtue of the location of the Servicer,
      the
      Servicer agrees to pay on behalf of such REMIC when due, any and all state
      and
      local taxes imposed as a result of such a determination, in the event that
      the
      Holder of the related Residual Certificate fails to pay such taxes, if any,
      when
      imposed.

     

    (h)  The
      Trustee, as agent for the Tax Matters Person, shall, for federal income tax
      purposes, maintain books and records with respect to each REMIC created
      hereunder on a calendar year and on an accrual basis.

     

    (i)  No
      additional contributions of assets shall be made to any REMIC created hereunder,
      except as expressly provided in this Agreement with respect to eligible
      substitute mortgage loans.

     

    (j)  Neither
      the Trustee nor the Servicer shall enter into any arrangement by which any
      REMIC
      created hereunder will receive a fee or other compensation for
      services.

     

    (k)  [Reserved].

     

    (l)  The
      Trustee will apply for an Employee Identification Number from the Internal
      Revenue Service via a Form SS-4 or other acceptable method for all tax entities
      and shall complete the Form 8811.

     

    
      	
              SECTION
                9.02  

            	
              Prohibited
                Transactions and Activities.

            


    

     

    Neither
      the Depositor, the Servicer nor the Trustee shall sell, dispose of, or
      substitute for any of the Mortgage Loans, except in a disposition pursuant
      to
      (i) the foreclosure of a Mortgage Loan, (ii) the bankruptcy of the Trust Fund,
      (iii) the termination of any REMIC created hereunder pursuant to Article X
      of
      this Agreement, (iv) a substitution pursuant to Article II of this Agreement
      or
      (v) a repurchase of Mortgage Loans pursuant to Article II of this Agreement,
      nor
      acquire any assets for any REMIC, nor sell or dispose of any investments in
      the
      Distribution Account for gain, nor accept any contributions to either REMIC
      after the Closing Date, unless it and the NIMS Insurer have received an Opinion
      of Counsel (at the expense of the party causing such sale, disposition, or
      substitution) that such disposition, acquisition, substitution, or acceptance
      will not (a) affect adversely the status of any REMIC created hereunder as
      a
      REMIC or of the interests therein other than the Residual Certificates as the
      regular interests therein, (b) affect the distribution of interest or principal
      on the Certificates, (c) result in the encumbrance of the assets transferred
      or
      assigned to the Trust Fund (except pursuant to the provisions of this Agreement)
      or (d) cause any REMIC created hereunder to be subject to a tax on prohibited
      transactions or prohibited contributions pursuant to the REMIC
      Provisions.

     

    
      	
              SECTION
                9.03  

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

            


    

     

    (a)  In
      the
      event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC,
      or incurs federal, state or local taxes as a result of a prohibited transaction
      or prohibited contribution under the REMIC Provisions due to the negligent
      performance by the Servicer of its duties and obligations set forth herein,
      the
      Servicer shall indemnify the NIMS Insurer, the Trustee and the Trust Fund
      against any and all losses, claims, damages, liabilities or expenses (“Losses”)
      resulting from such negligence; provided, however, that the Servicer shall
      not
      be liable for any such Losses attributable to the action or inaction of the
      Trustee, the Depositor or the Holder of such Residual Certificate, as
      applicable, nor for any such Losses resulting from misinformation provided
      by
      the Holder of such Residual Certificate on which the Servicer has relied. The
      foregoing shall not be deemed to limit or restrict the rights and remedies
      of
      the Holder of such Residual Certificate now or hereafter existing at law or
      in
      equity. Notwithstanding the foregoing, however, in no event shall the Servicer
      have any liability (1) for any action or omission that is taken in accordance
      with and in compliance with the express terms of, or which is expressly
      permitted by the terms of, this Agreement, (2) for any Losses other than arising
      out of a negligent performance by the Servicer of its duties and obligations
      set
      forth herein, and (3) for any special or consequential damages to
      Certificateholders (in addition to payment of principal and interest on the
      Certificates).

     

    (b)  In
      the
      event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC,
      or incurs federal, state or local taxes as a result of a prohibited transaction
      or prohibited contribution under the REMIC Provisions due to the negligent
      performance by the Trustee of its duties and obligations set forth herein,
      the
      Trustee shall indemnify the Trust Fund against any and all Losses resulting
      from
      such negligence; provided, however, that the Trustee shall not be liable for
      any
      such Losses attributable to the action or inaction of the Servicer, the
      Depositor or the Holder of such Residual Certificate, as applicable, nor for
      any
      such Losses resulting from misinformation provided by the Holder of such
      Residual Certificate on which the Trustee has relied. The foregoing shall not
      be
      deemed to limit or restrict the rights and remedies of the Holder of such
      Residual Certificate now or hereafter existing at law or in equity.
      Notwithstanding the foregoing, however, in no event shall the Trustee have
      any
      liability (1) for any action or omission that is taken in accordance with and
      in
      compliance with the express terms of, or which is expressly permitted by the
      terms of, this Agreement, (2) for any Losses other than arising out of a
      negligent performance by the Trustee of its duties and obligations set forth
      herein, and (3) for any special or consequential damages to Certificateholders
      (in addition to payment of principal and interest on the
      Certificates).

     

    ARTICLE
      X

     

    TERMINATION

     

    
      	
              SECTION
                10.01  

            	
              Termination.

            


    

     

    (a)  The
      respective obligations and responsibilities of the Servicer, the Depositor
      and
      the Trustee created hereby (other than the obligation of the Trustee to make
      certain payments to Certificateholders after the final Distribution Date and
      the
      obligation of the Servicer to send certain notices as hereinafter set forth)
      shall terminate upon notice to the Trustee upon the earliest of (i) the
      Distribution Date on which the Certificate Principal Balances of the Regular
      Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
      by the Terminator of the Mortgage Loans as described below and (iv) the
      Distribution Date in September 2037.  Notwithstanding the foregoing,
      in no event shall the trust created hereby continue beyond the expiration of
      21
      years from the death of the last survivor of the descendants of Joseph P.
      Kennedy, the late ambassador of the United States to the Court of St. James’s,
      living on the date hereof.

     

    The
      Servicer, or if the Servicer fails to exercise such option, the NIMS Insurer,
      if
      any (in such context, the “Terminator”), may, at its option, terminate this
      Agreement on any date on which the aggregate Stated Principal Balance of the
      Mortgage Loans (after giving effect to scheduled payments of principal due
      during the related Due Period, to the extent received or advanced, and
      unscheduled collections of principal received during the related Prepayment
      Period) on such date is equal to or less than 10% of the aggregate Stated
      Principal Balance of the Mortgage Loans as of the Cut-off Date, by purchasing,
      on the next succeeding Distribution Date, all of the outstanding Mortgage Loans
      and REO Properties at a price equal to the greater of (i) the Stated Principal
      Balance of the Mortgage Loans (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced,
      and unscheduled collections of principal received during the related Prepayment
      Period) and the appraised value of the REO Properties and (ii) fair market
      value
      of the Mortgage Loans and REO Properties (as determined and as agreed upon
      in
      their good faith business judgment (determined as provided in the last sentence
      of this paragraph) as of the Close of Business on the third Business Day next
      preceding the date upon which notice of any such termination is furnished to
      the
      related Certificateholders pursuant to Section 10.01(c) by (x) the Terminator,
      (y) the Holders of a majority in Percentage Interest in the Class C Certificates
      and (z) if the Floating Rate Certificates will not receive all amounts owed
      to
      it as a result of the termination, the Trustee (provided that if this clause
      (z)
      applies to such determination, such determination shall, notwithstanding
      anything to the contrary herein, be based solely upon an appraisal obtained
      as
      provided in the last sentence of this paragraph)), plus accrued and unpaid
      interest thereon at the weighted average of the Mortgage Rates through the
      end
      of the Due Period preceding the final Distribution Date plus unreimbursed
      Servicing Advances, Advances, any unpaid Servicing Fees allocable to such
      Mortgage Loans and REO Properties, any accrued and unpaid Net WAC Rate Carryover
      Amounts and any Swap Termination Payment payable to the Swap Provider or any
      previous Swap Provider (the “Termination Price”); provided, however, such option
      may only be exercised if the Termination Price is sufficient to result in the
      payment of all interest accrued on, as well as amounts necessary to retire
      the
      principal balance of, each class of notes issued pursuant to the Indenture
      and
      any amounts owed to the NIMS Insurer (as it notifies the Trustee and Servicer
      in
      writing).  If the determination of the fair market value of the
      Mortgage Loans and REO Properties shall be required to be made and agreed upon
      by the Terminator, the Holders of a majority in Percentage Interest in the
      Class
      C Certificates and the Trustee as provided in (ii) above in their good faith
      business judgment, such determination shall be based on an appraisal of the
      value of the Mortgage Loans and REO Properties conducted by an independent
      appraiser mutually agreed upon by the Terminator, the Holders of a majority
      in
      Percentage Interest in the Class C Certificates and the Trustee in their
      reasonable discretion, and (A) such appraisal shall be obtained at no expense
      to
      the Trustee and (B) notwithstanding anything to the contrary above, the Trustee
      may solely and conclusively rely on, and shall be protected in relying on,
      such
      appraisal in making such determination.

     

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

     

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

     

    (i)  At
      least
      twenty (20) days prior to the latest date on which notice of such optional
      termination is required to be mailed to the Certificateholders, the Terminator
      shall notify in writing (which may be done in electronic format) the Swap
      Provider and the Trustee of the final Distribution Date on which the Terminator
      intends to terminate the Trust Fund;

     

    (ii)  No
      later
      than 4:00 pm (New York City time) four (4) Business Days prior to the final
      Distribution Date specified in the notices required pursuant to Section 10.01,
      the Swap Provider shall notify in writing (in accordance with the applicable
      provisions of the Interest Rate Swap Agreement) (which may be done in electronic
      format) and by phone, the Terminator and the Trustee of the amount of the
      Estimated Swap Termination Payment; and

     

    (iii)  Three
      (3)
      Business Days prior to the final Distribution Date specified in the notices
      required pursuant to Sections 10.01, (x) the Terminator shall, no later than 1:00 pm (New York
      City time) on such day, deliver to the Trustee and the Trustee shall deposit
      funds in the Distribution Account in an amount equal to the sum of the
      Termination Price (which shall be based on the Estimated Swap Termination
      Payment), and (y) if the Trustee shall have received an Officer’s Certificate
      stating that all of the requirements for Optional Termination have been met,
      including without limitation the deposit required pursuant to the immediately
      preceding clause (x) as well as the requirements specified in Section 10.01,
      then the Trustee shall, on the same Business Day, provide written notice (which
      may be done in electronic format) to the Terminator and the Swap Provider (in
      accordance with the applicable provision of the Interest Rate Swap Agreement)
      confirming (a) its receipt of the Termination Price (which shall be based on
      the
      Estimated Swap Termination Payment), and (b) that all other requirements
      specified in Section 10.01 have been met (the “Optional Termination
      Notice”).  Upon the delivery of the Optional Termination Notice by the
      Trustee pursuant to the preceding sentence, (i) the optional termination shall
      become irrevocable, (ii) the notice to Certificateholders of such optional
      termination provided pursuant to Section 10.01 shall become unrescindable,
      (iii)
      the Swap Provider shall determine the Swap Termination Payment in accordance
      with the Interest Rate Swap Agreement (which shall not exceed the Estimated
      Swap
      Termination Payment), and (iv) the Swap Provider shall provide to the Trustee
      written notice of the amount of the Swap Termination Payment not later than
      two
      (2) Business Days prior to the final Distribution Date specified in the notices
      required pursuant to Sections 10.01.

     

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

     

    In
      connection with any such purchase pursuant to this Section 10.01, the Terminator
      shall deposit in the Distribution Account all amounts then on deposit in the
      Collection Account, which deposit shall be deemed to have occurred immediately
      preceding such purchase.

     

    Any
      such
      purchase shall be accomplished by deposit into the Distribution Account on
      the
      Determination Date before such Distribution Date of the Termination
      Price.

     

    (c)  Notice
      of
      any termination, specifying the Distribution Date (which shall be a date that
      would otherwise be a Distribution Date) upon which the Certificateholders may
      surrender their Certificates to the Trustee for payment of the final
      distribution and cancellation, shall be given promptly by the Trustee upon
      the
      Trustee receiving notice of such date from the Terminator, by letter to the
      Certificateholders mailed not earlier than the 15th day and
      not later
      than the 25th
      day of the month next preceding the month of such final distribution specifying
      (1) the Distribution Date upon which final distribution of the Certificates
      will
      be made upon presentation and surrender of such Certificates at the office
      or
      agency of the Trustee therein designated, (2) the amount of any such final
      distribution and (3) that the Record Date otherwise applicable to such
      Distribution Date is not applicable, distributions being made only upon
      presentation and surrender of the Certificates at the office or agency of the
      Trustee therein specified.

     

    (d)  Upon
      presentation and surrender of the Certificates, the Trustee shall cause to
      be
      distributed to the Holders of the Certificates on the Distribution Date for
      such
      final distribution, in proportion to the Percentage Interests of their
      respective Class and to the extent that funds are available for such purpose,
      an
      amount equal to the amount required to be distributed to such Holders in
      accordance with the provisions of Section 4.01 for such Distribution Date.
      By
      acceptance of the Residual Certificates, the Holders of the Residual
      Certificates agree, in connection with any termination hereunder, to assign
      and
      transfer any amounts in excess of the par value of the Mortgage Loans, and
      to
      the extent received in respect of such termination, to pay any such amounts
      to
      the Holders of the Class C Certificates.

     

    (e)  In
      the
      event that all Certificateholders shall not surrender their Certificates for
      final payment and cancellation on or before such final Distribution Date, the
      Trustee shall promptly following such date cause all funds in the Distribution
      Account not distributed in final distribution to Certificateholders to be
      withdrawn therefrom and credited to the remaining Certificateholders by
      depositing such funds in a separate Servicing Account for the benefit of such
      Certificateholders, and the Servicer (if the Servicer has exercised its right
      to
      purchase the Mortgage Loans) or the Trustee (in any other case) shall give
      a
      second written notice to the remaining Certificateholders, to surrender their
      Certificates for cancellation and receive the final distribution with respect
      thereto. If within nine months after the second notice all the Certificates
      shall not have been surrendered for cancellation, the Residual
      Certificateholders shall be entitled to all unclaimed funds and other assets
      which remain subject hereto, and the Trustee upon transfer of such funds shall
      be discharged of any responsibility for such funds, and the Certificateholders
      shall look to the Residual Certificateholders for payment.

     

    
      	
              SECTION
                10.02  

            	
              Additional
                Termination Requirements.

            


    

     

    (a)  In
      the
      event that the Terminator exercises its purchase option as provided in Section
      10.01, each REMIC shall be terminated in accordance with the following
      additional requirements, unless the Trustee shall have been furnished with
      an
      Opinion of Counsel to the effect that the failure of the Trust to comply with
      the requirements of this Section will not (i) result in the imposition of taxes
      on “prohibited transactions” of the Trust as defined in Section 860F of the Code
      or (ii) cause any REMIC constituting part of the Trust Fund to fail to qualify
      as a REMIC at any time that any Certificates are outstanding:

     

    (i)  Within
      90
      days prior to the final Distribution Date, the Terminator shall adopt and the
      Trustee shall sign a plan of complete liquidation of each REMIC created
      hereunder meeting the requirements of a “Qualified Liquidation” under Section
      860F of the Code and any regulations thereunder; and

     

    (ii)  At
      or
      after the time of adoption of such a plan of complete liquidation and at or
      prior to the final Distribution Date, the Trustee shall sell all of the assets
      of the Trust Fund to the Terminator for cash pursuant to the terms of the plan
      of complete liquidation.

     

    (b)  By
      their
      acceptance of Certificates, the Holders thereof hereby agree to appoint the
      Trustee as their attorney in fact to: (i) adopt such a plan of complete
      liquidation (and the Certificateholders hereby appoint the Trustee as their
      attorney in fact to sign such plan) as appropriate and (ii) to take such other
      action in connection therewith as may be reasonably required to carry out such
      plan of complete liquidation all in accordance with the terms
      hereof.

     

    ARTICLE
      XI

     

    MISCELLANEOUS
      PROVISIONS

     

    
      	
              SECTION
                11.01  

            	
              Amendment.

            


    

     

    This
      Agreement may be amended from time to time by the Depositor, the Servicer and
      the Trustee with the consent of the NIMS Insurer and without the consent of
      the
      Certificateholders (i) to cure any mistake, including without limitation
      conforming this Agreement to the final version of the Prospectus Supplement
      pursuant to which the affected Class of Certificates was initially offered
      and
      sold, (ii) to modify or supplement any provision herein which may be ambiguous
      and/or inconsistent with any other provision herein or (iii) to make any other
      provision with respect to any matter or question arising under this Agreement
      which shall not be inconsistent with the provisions of this
      Agreement.  Any such amendment shall require (a) an Opinion of Counsel
      delivered to the Trustee concluding that such amendment will not adversely
      affect in any material respects the interests of any Certificateholder, (b)
      written or electronic notice (or verbal confirmation from a Rating Agency as
      evidenced by an Officer’s Certificate of the Depositor) to the Depositor, the
      Servicer and the Trustee from each Rating Agency that such action will not
      result in the reduction or withdrawal of the rating of any outstanding Class
      of
      Certificates with respect to which it is a Rating Agency or (c) solely as to
      an
      amendment pursuant to clause (i) above, an Officer’s Certificate of the
      Depositor identifying the mistake, stating that the amendment is needed to
      correct the mistake and describing the basis for such conclusion. No amendment
      effected as provided above will be deemed to adversely affect in any material
      respect the interests of any Certificateholder.

     

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

     

    Notwithstanding
      any provision of this Agreement to the contrary, the Trustee shall not consent
      to any amendment to this Agreement unless it shall have first received an
      Opinion of Counsel, delivered by (and at the expense of) the Person seeking
      such
      Amendment and satisfactory to the NIMS Insurer, to the effect that such
      amendment will not result in the imposition of a tax on any REMIC created
      hereunder constituting part of the Trust Fund pursuant to the REMIC Provisions
      or cause any REMIC created hereunder constituting part of the Trust to fail
      to
      qualify as a REMIC at any time that any Certificates are outstanding and that
      the amendment is being made in accordance with the terms hereof.

     

    Notwithstanding
      any of the other provisions of this Section 11.01, none of the parties to this
      Agreement shall enter into any amendment to this Agreement that could reasonably
      be expected to have a material adverse effect on the interests of  the
      Swap Provider, the Interest Rate Cap Provider or the Basis Risk Cap Provider
      hereunder (excluding, for the avoidance of doubt, any amendment to this
      Agreement that is entered into solely for the purpose of appointing a successor
      servicer, trustee or other service provider) without the prior written consent
      of the Swap Provider, the Interest Rate Cap Provider or the Basis Risk Cap
      Provider, as applicable, which consent shall not be unreasonably withheld,
      conditioned or delayed.

     

    Promptly
      after the execution of any such amendment the Trustee shall furnish, at the
      expense of the Person that requested the amendment if such Person is the
      Servicer (but in no event at the expense of the Trustee), otherwise at the
      expense of the Trust, a copy of such amendment and the Opinion of Counsel
      referred to in the immediately preceding paragraph to the Servicer, the NIMS
      Insurer, the Swap Provider, the Interest Rate Cap Provider, the Basis Risk
      Cap
      Provider and each Rating Agency.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this Section 11.01
      to approve the particular form of any proposed amendment; instead it shall
      be
      sufficient if such consent shall approve the substance thereof. The manner
      of
      obtaining such consents and of evidencing the authorization of the execution
      thereof by Certificateholders shall be subject to such reasonable regulations
      as
      the Trustee may prescribe.

     

    The
      Trustee may, but shall not be obligated to, enter into any amendment pursuant
      to
      this Section 11.01 that affects its rights, duties and immunities under this
      Agreement or otherwise.

     

    
      	
              SECTION
                11.02  

            	
              Recordation
                of Agreement; Counterparts.

            


    

     

    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all the counties
      or
      other comparable jurisdictions in which any or all of the properties subject
      to
      the Mortgages are situated, and in any other appropriate public recording office
      or elsewhere, such recordation to be effected by the Servicer at the expense
      of
      the Trust, but only upon direction of the Certificateholders accompanied by
      an
      Opinion of Counsel to the effect that such recordation materially and
      beneficially affects the interests of the Certificateholders.

     

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

     

    
      	
              SECTION
                11.03  

            	
              Limitation
                on Rights of Certificateholders.

            


    

     

    The
      death
      or incapacity of any Certificateholder shall not (i) operate to terminate this
      Agreement or the Trust, (ii) entitle such Certificateholder’s legal
      representatives or heirs to claim an accounting or to take any action or
      proceeding in any court for a partition or winding up of the Trust, or (iii)
      otherwise affect the rights, obligations and liabilities of the parties hereto
      or any of them.

     

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

     

    No
      Certificateholder shall have any right by virtue of any provision of this
      Agreement to institute any suit, action or proceeding in equity or at law upon
      or under or with respect to this Agreement, unless such Holder previously shall
      have given to the Trustee a written notice of default and of the continuance
      thereof, as hereinbefore provided, and unless also the Holders of Certificates
      entitled to at least 25% of the Voting Rights shall have made written request
      upon the Trustee to institute such action, suit or proceeding in its own name
      as
      Trustee hereunder and shall have offered to the Trustee such reasonable
      indemnity as it may require against the costs, expenses and liabilities to
      be
      incurred therein or thereby, and the Trustee for 15 days after its receipt
      of
      such notice, request and offer of indemnity, shall have neglected or refused
      to
      institute any such action, suit or proceeding. It is understood and intended,
      and expressly covenanted by each Certificateholder with every other
      Certificateholder and the Trustee, that no one or more Holders of Certificates
      shall have any right in any manner whatever by virtue of any provision of this
      Agreement to affect, disturb or prejudice the rights of the Holders of any
      other
      of such Certificates, or to obtain or seek to obtain priority over or preference
      to any other such Holder, which priority or preference is not otherwise provided
      for herein, or to enforce any right under this Agreement, except in the manner
      herein provided and for the equal, ratable and common benefit of all
      Certificateholders. For the protection and enforcement of the provisions of
      this
      Section 11.03 each and every Certificateholder and the Trustee shall be entitled
      to such relief as can be given either at law or in equity.

     

    
      	
              SECTION
                11.04  

            	
              Governing
                Law; Jurisdiction.

            


    

     

    This
      Agreement shall be construed in accordance with the laws of the State of New
      York, and the obligations, rights and remedies of the parties hereunder shall
      be
      determined in accordance with such laws. With respect to any claim arising
      out
      of this Agreement, each party irrevocably submits to the exclusive jurisdiction
      of the courts of the State of New York and the United States District Court
      located in the Borough of Manhattan in The City of New York, and each party
      irrevocably waives any objection which it may have at any time to the laying
      of
      venue of any suit, action or proceeding arising out of or relating hereto
      brought in any such courts, irrevocably waives any claim that any such suit,
      action or proceeding brought in any such court has been brought in any
      inconvenient forum and further irrevocably waives the right to object, with
      respect to such claim, suit, action or proceeding brought in any such court,
      that such court does not have jurisdiction over such party, provided that
      service of process has been made by any lawful means.

     

    
      	
              SECTION
                11.05  

            	
              Notices.

            


    

     

    All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given if personally delivered at or mailed by first
      class mail, postage prepaid, by facsimile or by express delivery service, to
      (a)
      in the case of the Servicer, Option One Mortgage Corporation, 3 Ada, Irvine,
      California 92618, or such other address or telecopy number as may hereafter
      be
      furnished to the Depositor, the NIMS Insurer and the Trustee in writing by
      the
      Servicer, (b) in the case of the Trustee, Wells Fargo Bank, N.A., P.O. Box
      98,
      Columbia, Maryland 21046, Attention: Client Manager—Soundview 2007-OPT5, with a
      copy to Wells Fargo Bank, N.A., 9062 Old Annapolis Road, Columbia, Maryland
      21045-1951, Attention: Soundview Home Loan Trust Series 2007-OPT5, or such
      other
      address or telecopy number as may hereafter be furnished to the Depositor,
      the
      NIMS Insurer and the Servicer in writing by the Trustee, (c) in the case of
      the
      Depositor, Financial Asset Securities Corp., 600 Steamboat Road, Greenwich,
      Connecticut 06830, Attention: Legal, or such other address as may be furnished
      to the Servicer, the NIMS Insurer and the Trustee in writing by the Depositor,
      (d) in the case of the NIMS Insurer, such address furnished to the Depositor,
      the Servicer and the Trustee in writing by the NIMS Insurer, or such other
      address or telecopy number as may hereafter be furnished to the Depositor,
      the
      Servicer and the Trustee in writing by the NIMS Insurer, (e) in the case of
      the
      Credit Risk Manager, Clayton Fixed Income Services, Inc., 1700 Lincoln Street,
      Suite 1600, Denver, Colorado 80203, Attention:  General Counsel, or
      such other address or telecopy number as may hereafter be furnished to the
      Depositor, the Servicer, and the Trustee or (f) in the case of the Basis Risk
      Cap Provider, the Interest Rate Cap Provider and the Swap Provider, Bear Stearns
      Financial Products Inc., 383 Madison Avenue, New York, New York 10179,
      Attention: DPC Manager or such other address or telecopy number as may hereafter
      be furnished to the Depositor, the Servicer and the Trustee in writing by the
      Swap Provider, the Interest Rate Cap Provider and the Basis Risk Cap Provider,
      as applicable. Any notice required or permitted to be mailed to a
      Certificateholder shall be given by first class mail, postage prepaid, at the
      address of such Holder as shown in the Certificate Register. Notice of any
      Servicer Event of Termination shall be given by telecopy and by certified mail.
      Any notice so mailed within the time prescribed in this Agreement shall be
      conclusively presumed to have duly been given when mailed, whether or not the
      Certificateholder receives such notice. A copy of any notice required to be
      telecopied hereunder shall also be mailed to the appropriate party in the manner
      set forth above.

     

    
      	
              SECTION
                11.06  

            	
              Severability
                of Provisions.

            


    

     

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

     

    
      	
              SECTION
                11.07  

            	
              Article
                and Section References.

            


    

     

    All
      article and section references used in this Agreement, unless otherwise
      provided, are to articles and sections in this Agreement.

     

    
      	
              SECTION
                11.08  

            	
              Notice
                to the Rating Agencies and the NIMS
                Insurer.

            


    

     

    (a)  Each
      of
      the Trustee and the Servicer shall be obligated to use its best reasonable
      efforts promptly to provide notice to the Rating Agencies, the Swap Provider,
      the Interest Rate Cap Provider, the Basis Risk Cap Provider and the NIMS Insurer
      with respect to each of the following of which a Responsible Officer of the
      Trustee or Servicer, as the case may be, has actual knowledge:

     

    (i)  any
      material change or amendment to this Agreement;

     

    (ii)  the
      occurrence of any Servicer Event of Termination that has not been cured or
      waived;

     

    (iii)  the
      resignation or termination of the Servicer or the Trustee;

     

    (iv)  the
      final
      payment to Holders of the Certificates of any Class;

     

    (v)  any
      change in the location of any Account; and

     

    (vi)  if
      the
      Trustee is acting as successor Servicer pursuant to Section 7.02 hereof, any
      event that would result in the inability of the Trustee to make
      Advances.

     

    (b)  In
      addition, the Trustee shall promptly make available to each Rating Agency copies
      of each Statement to Certificateholders described in Section 4.03 hereof and
      the
      Servicer shall promptly make available to each Rating Agency copies of the
      following:

     

    (i)  each
      Annual Statement of Compliance described in Section 3.20 hereof;

     

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

     

    (iii)  each
      notice delivered pursuant to Section 7.01(a) hereof which relates to the fact
      that the Servicer has not made an Advance.

     

    Any
      such
      notice pursuant to this Section 11.08 shall be in writing and shall be deemed
      to
      have been duly given if personally delivered or mailed by first class mail,
      postage prepaid, or by express delivery service to (i) Moody’s Investors
      Service, Inc., 99 Church Street, New York, New York 10007, (ii) Standard &
Poor’s, a division of The McGraw-Hill Companies, Inc., 55 Water Street, 41st
      Floor, New York, NY 10041, Attention: Residential Mortgage Surveillance Group
      and (iii) DBRS, Inc., 140 Broadway, 35th Floor,
      New York,
      New York 10005 , Attention: RMBS Group.

     

    
      	
              SECTION
                11.09  

            	
              Further
                Assurances.

            


    

     

    Notwithstanding
      any other provision of this Agreement, neither the Regular Certificateholders
      nor the Trustee shall have any obligation to consent to any amendment or
      modification of this Agreement unless they have been provided reasonable
      security or indemnity against their out-of-pocket expenses (including reasonable
      attorneys’ fees) to be incurred in connection therewith.

     

    
      	
              SECTION
                11.10  

            	
              Third
                Party Rights.

            


    

     

    The
      NIMS
      Insurer shall be deemed a third-party beneficiary of this Agreement to the
      same
      extent as if it were a party hereto, and shall have the right to enforce the
      provisions of this Agreement.

     

    The
      Swap Provider, the Interest Rate Cap
      Provider and the Basis Risk Cap Provider  shall be express third-party
      beneficiaries of this Agreement to the extent of their express rights to receive
      any payments under this Agreement or any other express
      rights of
      the Swap Provider, the Interest Rate
      Cap Provider or the Basis Risk Cap Provider, as applicable, explicitly stated
      in
      this Agreement,
      and shall have the right to enforce
      such rights under this Agreement as if they were a party
      hereto.

     

    
      	
              SECTION
                11.11  

            	
              Benefits
                of Agreement.

            


    

     

    Nothing
      in this Agreement or in the Certificates, expressed or implied, shall give
      to
      any Person, other than the Certificateholders, the NIMS Insurer and the parties
      hereto and their successors hereunder, any benefit or any legal or equitable
      right, remedy or claim under this Agreement.

     

    
      	
              SECTION
                11.12  

            	
              Acts
                of Certificateholders.

            


    

     

    (a)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Agreement to be given or taken by the Certificateholders
      may be embodied in and evidenced by one or more instruments of substantially
      similar tenor signed by such Certificateholders in person or by agent duly
      appointed in writing, and such action shall become effective when such
      instrument or instruments are delivered to the Trustee and the Servicer. Such
      instrument or instruments (and the action embodied therein and evidenced
      thereby) are herein sometimes referred to as the “act” of the Certificateholders
      signing such instrument or instruments. Proof of execution of any such
      instrument or of a writing appointing any such agent shall be sufficient for
      any
      purpose of this Agreement and conclusive in favor of the Trustee and the Trust,
      if made in the manner provided in this Section 11.11.

     

    (b)  The
      fact
      and date of the execution by any Person of any such instrument or writing may
      be
      proved by the affidavit of a witness of such execution or by the certificate
      of
      a notary public or other officer authorized by law to take acknowledgments
      of
      deeds, certifying that the individual signing such instrument or writing
      acknowledged to him the execution thereof. Whenever such execution is by a
      signer acting in a capacity other than his or her individual capacity, such
      certificate or affidavit shall also constitute sufficient proof of his
      authority.

     

    (c)  Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by any Certificateholder shall bind every future Holder of such
      Certificate and the Holder of every Certificate issued upon the registration
      of
      transfer thereof or in exchange therefor or in lieu thereof, in respect of
      anything done, omitted or suffered to be done by the Trustee or the Trust in
      reliance thereon, whether or not notation of such action is made upon such
      Certificate.

     

    
      	
              SECTION
                11.13  

            	
              Intention
                of the Parties and Interpretation.

            


    

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.20, 3.21
      and
      4.07 of this Agreement is to facilitate compliance by the Depositor with the
      provisions of Regulation AB promulgated by the SEC under the 1934 Act (17 C.F.R.
      §§ 229.1100-229.1123), as such may be amended from time to time and subject to
      clarification and interpretive advice as may be issued by the staff of the
      SEC
      from time to time.  Therefore, each of the parties agrees that (a) the
      obligations of the parties hereunder shall be interpreted in such a manner
      as to
      accomplish that purpose, (b) the parties’ obligations hereunder will be
      supplemented and modified as necessary to be consistent with any such
      amendments, interpretive advice or guidance, convention or consensus among
      active participants in the asset-backed securities markets, advice of counsel,
      or otherwise in respect of the requirements of Regulation AB, (c) the parties
      shall comply with requests made by the Depositor for delivery of additional
      or
      different information as the Depositor may determine in good faith is necessary
      to comply with the provisions of Regulation AB, and (d) no amendment of this
      Agreement shall be required to effect any such changes in the parties’
obligations as are necessary to accommodate evolving interpretations of the
      provisions of Regulation AB.

     

    IN
      WITNESS WHEREOF, the Depositor, the Servicer and the Trustee have caused their
      names to be signed hereto by their respective officers thereunto duly
      authorized, all as of the day and year first above written.

     

    


     

    
      	
              FINANCIAL
                ASSET SECURITIES CORP.,

              as
                Depositor

            
	 	 
	
              By:

            	
              Patrick
                Leo

            
	
              Name:

            	
              Patrick
                Leo

            
	
              Title:

            	
              Vice
                Pr

            
	 
	 
	
              OPTION
                ONE MORTGAGE CORPORATION,

              as
                Servicer

            
	 	 
	
              By:

            	
              Charles
                T. Harkins

            
	
              Name:

            	
              Charles
                T. Harkins

            
	
              Title:

            	
              Senior
                Vice President

            
	 
	 
	
              WELLS
                FARGO BANK, N.A.,

              as
                Trustee

            
	 	 
	
              By:

            	
              Graham
                M. Oglesby

            
	
              Name:

            	
              Graham
                M. Oglesby

            
	
              Title:

            	
              Vice
                President

            


    

    


     

    For
      purposes of Sections 6.08, 6.09 and
      6.10:

    CLAYTON
      FIXED INCOME SERVICES
      INC.

    


    
      	
               

              By:

            	
              
                 

                Kevin
                  J.
                  Kanouff

              

            
	
              Name:

            	
              Kevin
                J.
                Kanouff

            
	
              Title:

            	
              President
                and General
                Counsel

            


    

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
              STATE
                OF CONNECTICUT

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF

            	
              )

            


    

    


    On
      the
      ____ day of October, 2007 before me, a notary public in and for said State,
      personally appeared ___________________known to me to be a ____________________
      of Financial Asset Securities Corp., a Delaware corporation that executed the
      within instrument, and also known to me to be the person who executed it on
      behalf of said corporation, and acknowledged to me that such corporation
      executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

    
      	 	 	 
	 	
              Notary
                Public

            	 


    

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              STATE
                OF CALIFORNIA

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF ORANGE

            	
              )

            


    

    


     

    On
      the____ day of October, 2007 before me, a notary public in and for said State,
      personally appeared ________________________known to me to be a
      ___________________ of Option One Mortgage Corporation, a corporation that
      executed the within instrument, and also known to me to be the person who
      executed it on behalf of said corporation, and acknowledged to me that such
      corporation executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

    
       

      
        	 	 	 
	 	
                Notary
                  Public

              	 


      

      
 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

    

     

    
      	
              STATE
                OF

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF

            	
              )

            


    

    


     

    On
      the
      ___ day of October, 2007 before me, a notary public in and for said State,
      personally appeared_______________________, known to me to be
      a(n)________________________ of Wells Fargo Bank, N.A., one of the entities
      that
      executed the within instrument, and also known to me to be the person who
      executed it on behalf of said entity, and acknowledged to me that such entity
      executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

     

    
       

      
        	 	 	 
	 	
                Notary
                  Public

              	 


      

      


    

    


    


     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A-1

     

    FORM
      OF
      CLASS I-A-1 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    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”).

     

    PRIOR
      TO
      THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST OR THE CAP TRUST, ANY
      TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
      SET FORTH IN SECTION 5.02(d) OF THE AGREEMENT.

     

    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              October
                1, 2007

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              November
                26, 2007

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $542,518,000.00

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $542,518,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83613F
                AA9

               

            
	
              Class

               

            	
              :

               

            	
              I-A-1

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              October
                2037

               

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    Series
      2007-OPT5

    CLASS
      I-A-1

     

    evidencing
      the Percentage Interest in the distributions allocable to  the
      Certificates of the above-referenced Class with respect to the Trust consisting
      of first lien and second lien adjustable rate and fixed rate mortgage loans
      (the  “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class I-A-1 Certificate
      at any time may be less than the Initial Certificate Principal Balance set
      forth
      on the face hereof, as described herein. This Class I-A-1 Certificate does
      not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, or the Trustee referred to below or any of their
      respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class I-A-1 Certificate (obtained by dividing the Denomination
      of this Class I-A-1 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
      (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
      Agreement dated as of October 1, 2007 (the “Agreement”) among the Depositor,
      Option One Mortgage Corporation, as servicer (the “Servicer”), and Wells Fargo
      Bank, N.A., a national banking association, as trustee (the “Trustee”). To the
      extent not defined herein, the capitalized terms used herein have the meanings
      assigned in the Agreement. This Class I-A-1 Certificate is issued under and
      is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Class I-A-1 Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Reference
      is hereby made to the further provisions of this Class I-A-1 Certificate set
      forth on the reverse hereof, which further provisions shall for all purposes
      have the same effect as if set forth at this place.

     

    This
      Class I-A-1 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      October __, 2007

     

    
      	 	
              SOUNDVIEW
                HOME LOAN TRUST 2007-OPT5

               

               

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

            
	 	 	 
	 	
              By:

            	 


    

    


     

    This
      is
      one of the Certificates referenced

    in
      the
      within-mentioned Agreement

    


    
      	
              By:

            	 	 
	 	
              Authorized
                Signatory of

              Wells
                Fargo Bank, N.A.,

              as
                Trustee

            	 



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    [Reverse
      of Class I-A-1 Certificate]

     

    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    SERIES
      2007-OPT5

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5
      (herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

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

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

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

     

    Prior
      to
      the termination of the Supplemental Interest Trust or the Cap Trust, any
      transferee of this Certificate shall be deemed to have made the representations
      in Section 5.02(d) of the Agreement.

     

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

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
      Insurer, if any, may purchase, in whole, from the Trust the Mortgage Loans
      at a
      purchase price determined as provided in the Agreement. In the event that no
      such optional termination occurs, the obligations and responsibilities created
      by the Agreement will terminate upon notice to the Trustee upon the earliest
      of
      (i) the Distribution Date on which the Certificate Principal Balances of the
      Regular Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
      by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
      the
      Distribution Date in October 2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 


    

    (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust.

     

    I
      (We)
      further direct the Trustee to issue a new Certificate of a like denomination
      and
      Class, to the above named assignee and deliver such Certificate to the following
      address:

    
      	 


    

    


     

    Dated:_________________

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided
                by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-2

     

    FORM
      OF
      CLASS II-A-1 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    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”).

     

    PRIOR
      TO
      THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST OR THE CAP TRUST, ANY
      TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
      SET FORTH  IN SECTION 5.02(d) OF THE AGREEMENT.

     

    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              October
                1, 2007

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              November
                26, 2007

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $69,227,000.00

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $69,227,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83613F
                AB7

               

            
	
              Class

               

            	
              :

               

            	
              II-A-1

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              October
                2037

               

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    Series
      2007-OPT5

    CLASS
      II-A-1

     

    evidencing
      the Percentage Interest in the distributions allocable to  the
      Certificates of the above-referenced Class with respect to the Trust consisting
      of first lien and second lien adjustable rate and fixed rate mortgage loans
      (the  “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class II-A-1 Certificate
      at any time may be less than the Initial Certificate Principal Balance set
      forth
      on the face hereof, as described herein. This Class II-A-1 Certificate does
      not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, or the Trustee referred to below or any of their
      respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class II-A-1 Certificate (obtained by dividing the
      Denomination of this Class II-A-1 Certificate by the Original Class Certificate
      Principal Balance) in certain monthly distributions with respect to a Trust
      consisting primarily of the Mortgage Loans deposited by Financial Asset
      Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
      and Servicing Agreement dated as of October 1, 2007 (the “Agreement”) among the
      Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
      Wells Fargo Bank, N.A., a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Class II-A-1 Certificate
      is
      issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Class II-A-1 Certificate by
      virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Reference
      is hereby made to the further provisions of this Class II-A-1 Certificate set
      forth on the reverse hereof, which further provisions shall for all purposes
      have the same effect as if set forth at this place.

     

    This
      Class II-A-1 Certificate shall not be entitled to any benefit under the
      Agreement or be valid for any purpose unless manually countersigned by an
      authorized signatory of the Trustee.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      October __, 2007

    
      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-OPT5

                 

                 

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

              
	 	 	 
	 	
                By:

              	 


      

      


       

      This
        is
        one of the Certificates referenced

      in
        the
        within-mentioned Agreement

      


      
        	
                By:

              	 	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trustee

              	 


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class II-A-1 Certificate]

     

    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    SERIES
      2007-OPT5

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5
      (herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

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

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

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

     

    Prior
      to
      the termination of the Supplemental Interest Trust or the Cap Trust, any
      transferee of this Certificate shall be deemed to have made the representations
      in Section 5.02(d) of the Agreement.

     

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

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
      Insurer, if any, may purchase, in whole, from the Trust the Mortgage Loans
      at a
      purchase price determined as provided in the Agreement. In the event that no
      such optional termination occurs, the obligations and responsibilities created
      by the Agreement will terminate upon notice to the Trustee upon the earliest
      of
      (i) the Distribution Date on which the Certificate Principal Balances of the
      Regular Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
      by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
      the
      Distribution Date in October 2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 


    

     (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust.

     

    I
      (We)
      further direct the Trustee to issue a new Certificate of a like denomination
      and
      Class, to the above named assignee and deliver such Certificate to the following
      address:

    
      	 


    

    


     

    Dated:_________________

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided
                by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-3

     

    FORM
      OF
      CLASS II-A-2 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    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”).

     

    PRIOR
      TO
      THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST OR THE CAP TRUST, ANY
      TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
      SET FORTH  IN SECTION 5.02(d) OF THE AGREEMENT.

     

    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              October
                1, 2007

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              November
                26, 2007

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $113,129,000.00

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $113,129,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83613F
                AC5

               

            
	
              Class

               

            	
              :

               

            	
              II-A-2

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              October
                2037

               

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    Series
      2007-OPT5

    CLASS
      II-A-2

     

    evidencing
      the Percentage Interest in the distributions allocable to  the
      Certificates of the above-referenced Class with respect to the Trust consisting
      of first lien and second lien adjustable rate and fixed rate mortgage loans
      (the  “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class II-A-2 Certificate
      at any time may be less than the Initial Certificate Principal Balance set
      forth
      on the face hereof, as described herein. This Class II-A-2 Certificate does
      not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, or the Trustee referred to below or any of their
      respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class II-A-2 Certificate (obtained by dividing the
      Denomination of this Class II-A-2 Certificate by the Original Class Certificate
      Principal Balance) in certain monthly distributions with respect to a Trust
      consisting primarily of the Mortgage Loans deposited by Financial Asset
      Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
      and Servicing Agreement dated as of October 1, 2007 (the “Agreement”) among the
      Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
      Wells Fargo Bank, N.A., a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Class II-A-2 Certificate
      is
      issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Class II-A-2 Certificate by
      virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Reference
      is hereby made to the further provisions of this Class II-A-2 Certificate set
      forth on the reverse hereof, which further provisions shall for all purposes
      have the same effect as if set forth at this place.

     

    This
      Class II-A-2 Certificate shall not be entitled to any benefit under the
      Agreement or be valid for any purpose unless manually countersigned by an
      authorized signatory of the Trustee.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      October __, 2007

     

    
      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-OPT5

                 

                 

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

              
	 	 	 
	 	
                By:

              	 


      

      


       

      This
        is
        one of the Certificates referenced

      in
        the
        within-mentioned Agreement

      


      
        	
                By:

              	 	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trustee

              	 


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class II-A-2 Certificate]

     

    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    SERIES
      2007-OPT5

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5
      (herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

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

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

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

     

    Prior
      to
      the termination of the Supplemental Interest Trust or the Cap Trust, any
      transferee of this Certificate shall be deemed to have made the representations
      in Section 5.02(d) of the Agreement.

     

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

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
      Insurer, if any, may purchase, in whole, from the Trust the Mortgage Loans
      at a
      purchase price determined as provided in the Agreement. In the event that no
      such optional termination occurs, the obligations and responsibilities created
      by the Agreement will terminate upon notice to the Trustee upon the earliest
      of
      (i) the Distribution Date on which the Certificate Principal Balances of the
      Regular Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
      by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
      the
      Distribution Date in October 2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 


    

     (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust.

     

    I
      (We)
      further direct the Trustee to issue a new Certificate of a like denomination
      and
      Class, to the above named assignee and deliver such Certificate to the following
      address:

    
      	 


    

    


     

    Dated:_________________


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided
                by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-4

     

    FORM
      OF
      CLASS II-A-3 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    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”).

     

    PRIOR
      TO
      THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST OR THE CAP TRUST, ANY
      TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
      SET FORTH  IN SECTION 5.02(d) OF THE AGREEMENT.

     

    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              October
                1, 2007

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              November
                26, 2007

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $24,823,000.00

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $24,823,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83613F
                AD3

               

            
	
              Class

               

            	
              :

               

            	
              II-A-3

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              October
                2037

               

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    Series
      2007-OPT5

    CLASS
      II-A-3

     

    evidencing
      the Percentage Interest in the distributions allocable to  the
      Certificates of the above-referenced Class with respect to the Trust consisting
      of first lien and second lien adjustable rate and fixed rate mortgage loans
      (the  “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class II-A-3 Certificate
      at any time may be less than the Initial Certificate Principal Balance set
      forth
      on the face hereof, as described herein. This Class II-A-3 Certificate does
      not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, or the Trustee referred to below or any of their
      respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class II-A-3 Certificate (obtained by dividing the
      Denomination of this Class II-A-3 Certificate by the Original Class Certificate
      Principal Balance) in certain monthly distributions with respect to a Trust
      consisting primarily of the Mortgage Loans deposited by Financial Asset
      Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
      and Servicing Agreement dated as of October 1, 2007 (the “Agreement”) among the
      Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
      Wells Fargo Bank, N.A., a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Class II-A-3 Certificate
      is
      issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Class II-A-3 Certificate by
      virtue of the acceptance hereof assents and by which such Holder is
      bound.

     

    Reference
      is hereby made to the further provisions of this Class II-A-3 Certificate set
      forth on the reverse hereof, which further provisions shall for all purposes
      have the same effect as if set forth at this place.

     

    This
      Class II-A-3 Certificate shall not be entitled to any benefit under the
      Agreement or be valid for any purpose unless manually countersigned by an
      authorized signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      October __, 2007

     

    
      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-OPT5

                 

                 

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

              
	 	 	 
	 	
                By:

              	 


      

      


       

      This
        is
        one of the Certificates referenced

      in
        the
        within-mentioned Agreement

      


      
        	
                By:

              	 	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trustee

              	 


      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class II-A-3 Certificate]

     

    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    SERIES
      2007-OPT5

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5
      (herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

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

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

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

     

    Prior
      to
      the termination of the Supplemental Interest Trust or the Cap Trust, any
      transferee of this Certificate shall be deemed to have made the representations
      in Section 5.02(d) of the Agreement.

     

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

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date the Servicer or the NIMs Insurer,
      if any, may purchase, in whole, from the Trust the Mortgage Loans at a purchase
      price determined as provided in the Agreement. In the event that no such
      optional termination occurs, the obligations and responsibilities created by
      the
      Agreement will terminate upon notice to the Trustee upon the earliest of (i)
      the
      Distribution Date on which the Certificate Principal Balances of the Regular
      Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
      by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
      the
      Distribution Date in October 2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 


    

     (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust.

     

    I
      (We)
      further direct the Trustee to issue a new Certificate of a like denomination
      and
      Class, to the above named assignee and deliver such Certificate to the following
      address:

    
      	 


    

    


     

    Dated:_________________

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided
                by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-5

     

    FORM
      OF
      CLASS X-1 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    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”).

     

    PRIOR
      TO
      THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST OR THE CAP TRUST, ANY
      TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
      SET FORTH IN SECTION 5.02(d) OF THE AGREEMENT.

     

    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              October
                1, 2007

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              November
                26, 2007

               

            
	
              Initial
                Notional Amount of this Certificate (“Denomination”)

               

            	
              :

               

            	
              $542,518,000.00

               

            
	
              Original
                Notional Amount of this Class

               

            	
              :

               

            	
              $542,518,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83613F
                AE1

               

            
	
              Class

               

            	
              :

               

            	
              X-1

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              October
                2037

               

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    Series
      2007-OPT5

    CLASS
      X-1

     

    evidencing
      the Percentage Interest in the distributions allocable to  the
      Certificates of the above-referenced Class with respect to the Trust consisting
      of first lien and second lien adjustable rate and fixed rate mortgage loans
      (the  “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class X-1 Certificate (obtained by dividing the Denomination
      of this Class X-1 Certificate by the Original Notional Amount) in certain
      monthly distributions with respect to a Trust consisting primarily of the
      Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”).
      The Trust was created pursuant to a Pooling and Servicing Agreement dated as
      of
      October 1, 2007 (the “Agreement”) among the Depositor, Option One Mortgage
      Corporation, as servicer (the “Servicer”), and Wells Fargo Bank, N.A., a
      national banking association, as trustee (the “Trustee”). To the extent not
      defined herein, the capitalized terms used herein have the meanings assigned
      in
      the Agreement. This Class X-1 Certificate is issued under and is subject to
      the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Class X-1 Certificate by virtue of the acceptance hereof assents and
      by
      which such Holder is bound.

     

    Reference
      is hereby made to the further provisions of this Class X-1 Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class X-1 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      October __, 2007

     

    
      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-OPT5

                 

                 

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

              
	 	 	 
	 	
                By:

              	 


      

      


       

      This
        is
        one of the Certificates referenced

      in
        the
        within-mentioned Agreement

      


      
        	
                By:

              	 	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trustee

              	 



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



    

    [Reverse
      of Class X-1 Certificate]

     

    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    SERIES
      2007-OPT5

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5
      (herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

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

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

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

     

    Prior
      to
      the termination of the Supplemental Interest Trust or the Cap Trust, any
      transferee of this Certificate shall be deemed to have made the representations
      in Section 5.02(d) of the Agreement.

     

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

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
      Insurer, if any, may purchase, in whole, from the Trust the Mortgage Loans
      at a
      purchase price determined as provided in the Agreement. In the event that no
      such optional termination occurs, the obligations and responsibilities created
      by the Agreement will terminate upon notice to the Trustee upon the earliest
      of
      (i) the Distribution Date on which the Certificate Principal Balances of the
      Regular Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
      by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
      the
      Distribution Date in October 2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 


    

    (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust.

     

    I
      (We)
      further direct the Trustee to issue a new Certificate of a like denomination
      and
      Class, to the above named assignee and deliver such Certificate to the following
      address:

    
      	 


    

    


     

    Dated:_________________


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided
                by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-6

     

    FORM
      OF
      CLASS X-2 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    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”).

     

    PRIOR
      TO
      THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST OR THE CAP TRUST, ANY
      TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
      SET FORTH IN SECTION 5.02(d) OF THE AGREEMENT.

     

    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              October
                1, 2007

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              November
                26, 2007

               

            
	
              Initial
                Notional Amount of this Certificate (“Denomination”)

               

            	
              :

               

            	
              $207,179,000.00

               

            
	
              Original
                Notional Amount of this Class

               

            	
              :

               

            	
              $207,179,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83613F
                AF8

               

            
	
              Class

               

            	
              :

               

            	
              X-2

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              October
                2037

               

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    Series
      2007-OPT5

    CLASS
      X-2

     

    evidencing
      the Percentage Interest in the distributions allocable to  the
      Certificates of the above-referenced Class with respect to the Trust consisting
      of first lien and second lien adjustable rate and fixed rate mortgage loans
      (the  “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class X-2 Certificate (obtained by dividing the Denomination
      of this Class X-2 Certificate by the Original Notional Amount) in certain
      monthly distributions with respect to a Trust consisting primarily of the
      Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”).
      The Trust was created pursuant to a Pooling and Servicing Agreement dated as
      of
      October 1, 2007 (the “Agreement”) among the Depositor, Option One Mortgage
      Corporation, as servicer (the “Servicer”), and Wells Fargo Bank, N.A., a
      national banking association, as trustee (the “Trustee”). To the extent not
      defined herein, the capitalized terms used herein have the meanings assigned
      in
      the Agreement. This Class X-2 Certificate is issued under and is subject to
      the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Class X-2 Certificate by virtue of the acceptance hereof assents and
      by
      which such Holder is bound.

     

    Reference
      is hereby made to the further provisions of this Class X-2 Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class X-2 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      October __, 2007

     

    
      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-OPT5

                 

                 

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

              
	 	 	 
	 	
                By:

              	 


      

      


       

      This
        is
        one of the Certificates referenced

      in
        the
        within-mentioned Agreement

      


      
        	
                By:

              	 	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trustee

              	 



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



    

    [Reverse
      of Class X-2 Certificate]

     

    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    SERIES
      2007-OPT5

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5
      (herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

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

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

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

     

    Prior
      to
      the termination of the Supplemental Interest Trust or the Cap Trust, any
      transferee of this Certificate shall be deemed to have made the representations
      in Section 5.02(d) of the Agreement.

     

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

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
      Insurer, if any, may purchase, in whole, from the Trust the Mortgage Loans
      at a
      purchase price determined as provided in the Agreement. In the event that no
      such optional termination occurs, the obligations and responsibilities created
      by the Agreement will terminate upon notice to the Trustee upon the earliest
      of
      (i) the Distribution Date on which the Certificate Principal Balances of the
      Regular Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
      by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
      the
      Distribution Date in October 2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 


    

    (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust.

     

    I
      (We)
      further direct the Trustee to issue a new Certificate of a like denomination
      and
      Class, to the above named assignee and deliver such Certificate to the following
      address:

    
      	 


    

    


     

    Dated:_________________

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided
                by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-7

     

    FORM
      OF
      CLASS X-3 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    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”).

     

    PRIOR
      TO
      THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST OR THE CAP TRUST, ANY
      TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS
      SET FORTH IN SECTION 5.02(d) OF THE AGREEMENT.

     

    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              October
                1, 2007

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              November
                26, 2007

               

            
	
              Initial
                Notional Amount of this Certificate (“Denomination”)

               

            	
              :

               

            	
              $31,731,000.00

               

            
	
              Original
                Notional Amount of this Class

               

            	
              :

               

            	
              $31,731,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83613F
                AU5

               

            
	
              Class

               

            	
              :

               

            	
              X-3

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              October
                2037

               

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    Series
      2007-OPT5

    CLASS
      X-3

     

    evidencing
      the Percentage Interest in the distributions allocable to  the
      Certificates of the above-referenced Class with respect to the Trust consisting
      of first lien and second lien adjustable rate and fixed rate mortgage loans
      (the  “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class X-3 Certificate (obtained by dividing the Denomination
      of this Class X-3 Certificate by the Original Notional Amount) in certain
      monthly distributions with respect to a Trust consisting primarily of the
      Mortgage Loans deposited by Financial Asset Securities Corp. (the “Depositor”).
      The Trust was created pursuant to a Pooling and Servicing Agreement dated as
      of
      October 1, 2007 (the “Agreement”) among the Depositor, Option One Mortgage
      Corporation, as servicer (the “Servicer”), and Wells Fargo Bank, N.A., a
      national banking association, as trustee (the “Trustee”). To the extent not
      defined herein, the capitalized terms used herein have the meanings assigned
      in
      the Agreement. This Class X-3 Certificate is issued under and is subject to
      the
      terms, provisions and conditions of the Agreement, to which Agreement the Holder
      of this Class X-3 Certificate by virtue of the acceptance hereof assents and
      by
      which such Holder is bound.

     

    Reference
      is hereby made to the further provisions of this Class X-3 Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class X-3 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      October __, 2007

     

    
      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-OPT5

                 

                 

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

              
	 	 	 
	 	
                By:

              	 


      

      


       

      This
        is
        one of the Certificates referenced

      in
        the
        within-mentioned Agreement

      


      
        	
                By:

              	 	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trustee

              	 


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class X-3 Certificate]

     

    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    SERIES
      2007-OPT5

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5
      (herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

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

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

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

     

    Prior
      to
      the termination of the Supplemental Interest Trust or the Cap Trust, any
      transferee of this Certificate shall be deemed to have made the representations
      in Section 5.02(d) of the Agreement.

     

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

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
      Insurer, if any, may purchase, in whole, from the Trust the Mortgage Loans
      at a
      purchase price determined as provided in the Agreement. In the event that no
      such optional termination occurs, the obligations and responsibilities created
      by the Agreement will terminate upon notice to the Trustee upon the earliest
      of
      (i) the Distribution Date on which the Certificate Principal Balances of the
      Regular Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
      by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
      the
      Distribution Date in October 2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 


    

    (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust.

     

    I
      (We)
      further direct the Trustee to issue a new Certificate of a like denomination
      and
      Class, to the above named assignee and deliver such Certificate to the following
      address:

    
      	 


    

    


     

    Dated:_________________

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided
                by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-8

     

    FORM
      OF
      CLASS M-1 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
      CERTIFICATES, THE CLASS II-A-2 CERTIFICATES, THE CLASS II-A-3 CERTIFICATES,
      THE
      CLASS X-1 CERTIFICATES, THE CLASS X-2 CERTIFICATES, THE CLASS X-3 CERTIFICATES
      AND THE CLASS X-3 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
      SERVICING AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE OR BENEFICIAL OWNERSHIP HEREIN SHALL BE MADE,
      EXCEPT IN ACCORDANCE WITH SECTION 5.02(d) OF THE AGREEMENT.

     

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

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND
      MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON
      THAT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
      THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
      QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
      RULE
      144A, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT, IN WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN
      REPRESENTATIONS AND UNDERTAKINGS SET FORTH IN THE AGREEMENT AND IN ACCORDANCE
      WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES.

     

    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              October
                1, 2007

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              November
                26, 2007

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $16,731,000.00

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $16,731,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83613F
                AG6

               

            
	
              Class

               

            	
              :

               

            	
              M-1

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              October
                2037

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    Series
      2007-OPT5

    CLASS
      M-1

     

    evidencing
      the Percentage Interest in the distributions allocable to  the
      Certificates of the above-referenced Class with respect to the Trust consisting
      of first lien and second lien adjustable rate and fixed rate mortgage loans
      (the  “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-1 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-1 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, or the Trustee referred to below or any of their
      respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class M-1 Certificate (obtained by dividing the Denomination
      of this Class M-1 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
      (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
      Agreement dated as of October 1, 2007 (the “Agreement”) among the Depositor,
      Option One Mortgage Corporation, as servicer (the “Servicer”), and Wells Fargo
      Bank, N.A., a national banking association, as trustee (the “Trustee”). To the
      extent not defined herein, the capitalized terms used herein have the meanings
      assigned in the Agreement. This Class M-1 Certificate is issued under and is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Class M-1 Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. The Holder hereof desiring to effect such transfer shall, and does
      hereby agree to, indemnify the Trustee and the Depositor against any liability
      that may result if the transfer is not so exempt or is not made in accordance
      with such federal and state laws.

     

    No
      transfer of this Certificate or beneficial ownership herein shall be made except
      in accordance with Section 5.02(d) of the Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-1 Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class M-1 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      October __, 2007

     

    
      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-OPT5

                 

                 

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

              
	 	 	 
	 	
                By:

              	 


      

      


       

      This
        is
        one of the Certificates referenced

      in
        the
        within-mentioned Agreement

      


      
        	
                By:

              	 	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trustee

              	 


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-1 Certificate]

     

    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    SERIES
      2007-OPT5

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5
      herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

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

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

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

     

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

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
      Insurer, if any, may purchase, in whole, from the Trust the Mortgage Loans
      at a
      purchase price determined as provided in the Agreement. In the event that no
      such optional termination occurs, the obligations and responsibilities created
      by the Agreement will terminate upon notice to the Trustee upon the earliest
      of
      (i) the Distribution Date on which the Certificate Principal Balances of the
      Regular Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
      by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
      the
      Distribution Date in October 2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 


    

     (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust.

     

    I
      (We)
      further direct the Trustee to issue a new Certificate of a like denomination
      and
      Class, to the above named assignee and deliver such Certificate to the following
      address:

    
      	 


    

    


     

    Dated:_________________

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided
                by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-9

     

    FORM
      OF
      CLASS M-1B CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
      CERTIFICATES, THE CLASS II-A-2 CERTIFICATES, THE CLASS II-A-3 CERTIFICATES,
      THE
      CLASS X-1 CERTIFICATES, THE CLASS X-2 CERTIFICATES, THE CLASS X-3 CERTIFICATES
      AND THE CLASS X-3 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
      SERVICING AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE OR BENEFICIAL OWNERSHIP HEREIN SHALL BE MADE,
      EXCEPT IN ACCORDANCE WITH SECTION 5.02(d) OF THE AGREEMENT.

     

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

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND
      MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON
      THAT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
      THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
      QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
      RULE
      144A, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT, IN WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN
      REPRESENTATIONS AND UNDERTAKINGS SET FORTH IN THE AGREEMENT AND IN ACCORDANCE
      WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES.

     

    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              October
                1, 2007

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              November
                26, 2007

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $16,600,000.00
                

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $16,600,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83613F
                AV3

               

            
	
              Class

               

            	
              :

               

            	
              M-1B

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              October
                2037

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    Series
      2007-OPT5

    CLASS
      M-1B

     

    evidencing
      the Percentage Interest in the distributions allocable to  the
      Certificates of the above-referenced Class with respect to the Trust consisting
      of first lien and second lien adjustable rate and fixed rate mortgage loans
      (the  “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-1B Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-1B Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, or the Trustee referred to below or any of their
      respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class M-1B Certificate (obtained by dividing the Denomination
      of this Class M-1B Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
      (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
      Agreement dated as of October 1, 2007 (the “Agreement”) among the Depositor,
      Option One Mortgage Corporation, as servicer (the “Servicer”), and Wells Fargo
      Bank, N.A., a national banking association, as trustee (the “Trustee”). To the
      extent not defined herein, the capitalized terms used herein have the meanings
      assigned in the Agreement. This Class M-1B Certificate is issued under and
      is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Class M-1B Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. The Holder hereof desiring to effect such transfer shall, and does
      hereby agree to, indemnify the Trustee and the Depositor against any liability
      that may result if the transfer is not so exempt or is not made in accordance
      with such federal and state laws.

     

    No
      transfer of this Certificate or beneficial ownership herein shall be made except
      in accordance with Section 5.02(d) of the Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-1B Certificate set
      forth on the reverse hereof, which further provisions shall for all purposes
      have the same effect as if set forth at this place.

     

    This
      Class M-1B Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      October __, 2007

     

    
      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-OPT5

                 

                 

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

              
	 	 	 
	 	
                By:

              	 


      

      


       

      This
        is
        one of the Certificates referenced

      in
        the
        within-mentioned Agreement

      


      
        	
                By:

              	 	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trustee

              	 


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-1B Certificate]

     

    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    SERIES
      2007-OPT5

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5
      herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

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

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

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

     

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

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
      Insurer, if any, may purchase, in whole, from the Trust the Mortgage Loans
      at a
      purchase price determined as provided in the Agreement. In the event that no
      such optional termination occurs, the obligations and responsibilities created
      by the Agreement will terminate upon notice to the Trustee upon the earliest
      of
      (i) the Distribution Date on which the Certificate Principal Balances of the
      Regular Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
      by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
      the
      Distribution Date in October 2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 


    

     (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust.

     

    I
      (We)
      further direct the Trustee to issue a new Certificate of a like denomination
      and
      Class, to the above named assignee and deliver such Certificate to the following
      address:

    
      	 


    

    


     

    Dated:_________________

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided
                by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-10

     

    FORM
      OF
      CLASS M-2 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
      CERTIFICATES, THE CLASS II-A-2 CERTIFICATES, THE CLASS II-A-3 CERTIFICATES,
      THE
      CLASS X-1 CERTIFICATES, THE CLASS X-2 CERTIFICATES, THE CLASS X-3 CERTIFICATES,
      THE CLASS M-1 CERTIFICATES AND THE CLASS M-1B CERTIFICATES TO THE EXTENT
      DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE OR BENEFICIAL OWNERSHIP HEREIN SHALL BE MADE,
      EXCEPT IN ACCORDANCE WITH SECTION 5.02(d) OF THE AGREEMENT.

     

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

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND
      MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON
      THAT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
      THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
      QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
      RULE
      144A, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT, IN WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN
      REPRESENTATIONS AND UNDERTAKINGS SET FORTH IN THE AGREEMENT AND IN ACCORDANCE
      WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES.

     

    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              October
                1, 2007

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              November
                26, 2007

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $15,000,000.00

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $15,000,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83613F
                AH4

               

            
	
              Class

               

            	
              :

               

            	
              M-2

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              October
                2037

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    Series
      2007-OPT5

    CLASS
      M-2

     

    evidencing
      the Percentage Interest in the distributions allocable to  the
      Certificates of the above-referenced Class with respect to the Trust consisting
      of first lien and second lien adjustable rate and fixed rate mortgage loans
      (the  “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-2 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-2 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, or the Trustee referred to below or any of their
      respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class M-2 Certificate (obtained by dividing the Denomination
      of this Class M-2 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
      (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
      Agreement dated as of October 1, 2007 (the “Agreement”) among the Depositor,
      Option One Mortgage Corporation, as servicer (the “Servicer”), and Wells Fargo
      Bank, N.A., a national banking association, as trustee (the “Trustee”). To the
      extent not defined herein, the capitalized terms used herein have the meanings
      assigned in the Agreement. This Class M-2 Certificate is issued under and is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Class M-2 Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. The Holder hereof desiring to effect such transfer shall, and does
      hereby agree to, indemnify the Trustee and the Depositor against any liability
      that may result if the transfer is not so exempt or is not made in accordance
      with such federal and state laws.

     

    No
      transfer of this Certificate or beneficial ownership herein shall be made except
      in accordance with Section 5.02(d) of the Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-2 Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class M-2 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      October __, 2007

     

    
      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-OPT5

                 

                 

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

              
	 	 	 
	 	
                By:

              	 


      

      


       

      This
        is
        one of the Certificates referenced

      in
        the
        within-mentioned Agreement

      


      
        	
                By:

              	 	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trustee

              	 


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-2 Certificate]

     

    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    SERIES
      2007-OPT5

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5
      herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

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

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

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

     

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

     

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

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
      Insurer, if any, may purchase, in whole, from the Trust the Mortgage Loans
      at a
      purchase price determined as provided in the Agreement. In the event that no
      such optional termination occurs, the obligations and responsibilities created
      by the Agreement will terminate upon notice to the Trustee upon the earliest
      of
      (i) the Distribution Date on which the Certificate Principal Balances of the
      Regular Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
      by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
      the
      Distribution Date in October 2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 


    

     (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust.

     

    I
      (We)
      further direct the Trustee to issue a new Certificate of a like denomination
      and
      Class, to the above named assignee and deliver such Certificate to the following
      address:

    
      	 


    

    


     

    Dated:_________________

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

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

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided
                by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-11

     

    FORM
      OF
      CLASS M-2B CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
      CERTIFICATES, THE CLASS II-A-2 CERTIFICATES, THE CLASS II-A-3 CERTIFICATES,
      THE
      CLASS X-1 CERTIFICATES, THE CLASS X-2 CERTIFICATES, THE CLASS X-3 CERTIFICATES,
      THE CLASS M-1 CERTIFICATES AND THE CLASS M-1B CERTIFICATES TO THE EXTENT
      DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE OR BENEFICIAL OWNERSHIP HEREIN SHALL BE MADE,
      EXCEPT IN ACCORDANCE WITH SECTION 5.02(d) OF THE AGREEMENT.

     

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

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND
      MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON
      THAT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
      THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
      QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
      RULE
      144A, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT, IN WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN
      REPRESENTATIONS AND UNDERTAKINGS SET FORTH IN THE AGREEMENT AND IN ACCORDANCE
      WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES.

     

    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              October
                1, 2007

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              November
                26, 2007

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $10,639,000.00

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $10,639,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83613F
                AW1

               

            
	
              Class

               

            	
              :

               

            	
              M-2B

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              October
                2037

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    Series
      2007-OPT5

    CLASS
      M-2B

     

    evidencing
      the Percentage Interest in the distributions allocable to  the
      Certificates of the above-referenced Class with respect to the Trust consisting
      of first lien and second lien adjustable rate and fixed rate mortgage loans
      (the  “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-2B Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-2B Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, or the Trustee referred to below or any of their
      respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class M-2B Certificate (obtained by dividing the Denomination
      of this Class M-2B Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
      (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
      Agreement dated as of October 1, 2007 (the “Agreement”) among the Depositor,
      Option One Mortgage Corporation, as servicer (the “Servicer”), and Wells Fargo
      Bank, N.A., a national banking association, as trustee (the “Trustee”). To the
      extent not defined herein, the capitalized terms used herein have the meanings
      assigned in the Agreement. This Class M-2B Certificate is issued under and
      is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Class M-2B Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. The Holder hereof desiring to effect such transfer shall, and does
      hereby agree to, indemnify the Trustee and the Depositor against any liability
      that may result if the transfer is not so exempt or is not made in accordance
      with such federal and state laws.

     

    No
      transfer of this Certificate or beneficial ownership herein shall be made except
      in accordance with Section 5.02(d) of the Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-2B Certificate set
      forth on the reverse hereof, which further provisions shall for all purposes
      have the same effect as if set forth at this place.

     

    This
      Class M-2B Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      October __, 2007

     

    
      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-OPT5

                 

                 

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

              
	 	 	 
	 	
                By:

              	 


      

      


       

      This
        is
        one of the Certificates referenced

      in
        the
        within-mentioned Agreement

      


      
        	
                By:

              	 	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trustee

              	 


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-2B Certificate]

     

    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    SERIES
      2007-OPT5

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5
      herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
      Insurer, if any, may purchase, in whole, from the Trust the Mortgage Loans
      at a
      purchase price determined as provided in the Agreement. In the event that no
      such optional termination occurs, the obligations and responsibilities created
      by the Agreement will terminate upon notice to the Trustee upon the earliest
      of
      (i) the Distribution Date on which the Certificate Principal Balances of the
      Regular Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
      by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
      the
      Distribution Date in October 2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 


    

     (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust.

     

    I
      (We)
      further direct the Trustee to issue a new Certificate of a like denomination
      and
      Class, to the above named assignee and deliver such Certificate to the following
      address:

    
      	 


    

    


     

    Dated:_________________

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      	
              Distributions
                shall be made, by
                wire transfer or otherwise, in immediately available

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided
                by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-12

     

    FORM
      OF
      CLASS M-3 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
      CERTIFICATES, THE CLASS II-A-2 CERTIFICATES, THE CLASS II-A-3 CERTIFICATES,
      THE
      CLASS X-1 CERTIFICATES, THE CLASS X-2 CERTIFICATES, THE CLASS X-3 CERTIFICATES,
      THE CLASS M-1 CERTIFICATES, THE CLASS M-1B CERTIFICATES, THE CLASS M-2
      CERTIFICATES AND THE CLASS M-2B CERTIFICATES TO THE EXTENT DESCRIBED IN THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE OR BENEFICIAL OWNERSHIP HEREIN SHALL BE MADE,
      EXCEPT IN ACCORDANCE WITH SECTION 5.02(d) OF THE AGREEMENT.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND
      MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON
      THAT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
      THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
      QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
      RULE
      144A, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT, IN WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN
      REPRESENTATIONS AND UNDERTAKINGS SET FORTH IN THE AGREEMENT AND IN ACCORDANCE
      WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES.

     

    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              October
                1, 2007

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              November
                26, 2007

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $46,151,000.00

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $46,151,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83613F
                AJ0

               

            
	
              Class

               

            	
              :

               

            	
              M-3

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              October
                2037

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    Series
      2007-OPT5

    CLASS
      M-3

     

    evidencing
      the Percentage Interest in the distributions allocable to  the
      Certificates of the above-referenced Class with respect to the Trust consisting
      of first lien and second lien adjustable rate and fixed rate mortgage loans
      (the  “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-3 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-3 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, or the Trustee referred to below or any of their
      respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class M-3 Certificate (obtained by dividing the Denomination
      of this Class M-3 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
      (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
      Agreement dated as of October 1, 2007 (the “Agreement”) among the Depositor,
      Option One Mortgage Corporation, as servicer (the “Servicer”), and Wells Fargo
      Bank, N.A., a national banking association, as trustee (the “Trustee”). To the
      extent not defined herein, the capitalized terms used herein have the meanings
      assigned in the Agreement. This Class M-3 Certificate is issued under and is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Class M-3 Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. The Holder hereof desiring to effect such transfer shall, and does
      hereby agree to, indemnify the Trustee and the Depositor against any liability
      that may result if the transfer is not so exempt or is not made in accordance
      with such federal and state laws.

     

    No
      transfer of this Certificate or beneficial ownership herein shall be made except
      in accordance with Section 5.02(d) of the Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-3 Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class M-3 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      October __, 2007

     

    
      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-OPT5

                 

                 

                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trustee

              
	 	 	 
	 	
                By:

              	 


      

      


       

      This
        is
        one of the Certificates referenced

      in
        the
        within-mentioned Agreement

      


      
        	
                By:

              	 	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trustee

              	 


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-3 Certificate]

     

    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    SERIES
      2007-OPT5

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5
      herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date the Servicer or the NIMs Insurer,
      if any, may purchase, in whole, from the Trust the Mortgage Loans at a purchase
      price determined as provided in the Agreement. In the event that no such
      optional termination occurs, the obligations and responsibilities created by
      the
      Agreement will terminate upon notice to the Trustee upon the earliest of (i)
      the
      Distribution Date on which the Certificate Principal Balances of the Regular
      Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
      by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
      the
      Distribution Date in October 2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 


    

     (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust.

     

    I
      (We)
      further direct the Trustee to issue a new Certificate of a like denomination
      and
      Class, to the above named assignee and deliver such Certificate to the following
      address:

    
      	 


    

    


     

    Dated:_________________

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      	
              Distributions
                shall be made, by
                wire transfer or otherwise, in immediately available

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided
                by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-13

     

    FORM
      OF
      CLASS M-4 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
      CERTIFICATES, THE CLASS II-A-2 CERTIFICATES, THE CLASS II-A-3 CERTIFICATES,
      THE
      CLASS X-1 CERTIFICATES, THE CLASS X-2 CERTIFICATES, THE CLASS X-3 CERTIFICATES,
      THE CLASS M-1 CERTIFICATES, THE CLASS M-1B CERTIFICATES, THE CLASS M-2
      CERTIFICATES, THE CLASS M-2B CERTIFICATES AND THE CLASS M-3 CERTIFICATES TO
      THE
      EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE OR BENEFICIAL OWNERSHIP HEREIN SHALL BE MADE,
      EXCEPT IN ACCORDANCE WITH SECTION 5.02(d) OF THE AGREEMENT.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND
      MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON
      THAT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
      THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
      QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
      RULE
      144A, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT, IN WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN
      REPRESENTATIONS AND UNDERTAKINGS SET FORTH IN THE AGREEMENT AND IN ACCORDANCE
      WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES.

     

    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              October
                1, 2007

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              November
                26, 2007

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $21,024,000.00

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $21,024,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83613F
                AK7

               

            
	
              Class

               

            	
              :

               

            	
              M-4

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              October
                2037

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    Series
      2007-OPT5

    CLASS
      M-4

     

    evidencing
      the Percentage Interest in the distributions allocable to  the
      Certificates of the above-referenced Class with respect to the Trust consisting
      of first lien and second lien adjustable rate and fixed rate mortgage loans
      (the  “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-4 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-4 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, or the Trustee referred to below or any of their
      respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class M-4 Certificate (obtained by dividing the Denomination
      of this Class M-4 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
      (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
      Agreement dated as of October 1, 2007 (the “Agreement”) among the Depositor,
      Option One Mortgage Corporation, as servicer (the “Servicer”), and Wells Fargo
      Bank, N.A., a national banking association, as trustee (the “Trustee”). To the
      extent not defined herein, the capitalized terms used herein have the meanings
      assigned in the Agreement. This Class M-4 Certificate is issued under and is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Class M-4 Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. The Holder hereof desiring to effect such transfer shall, and does
      hereby agree to, indemnify the Trustee and the Depositor against any liability
      that may result if the transfer is not so exempt or is not made in accordance
      with such federal and state laws.

     

    No
      transfer of this Certificate or beneficial ownership herein shall be made except
      in accordance with Section 5.02(d) of the Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-4 Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class M-4 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      October __, 2007

     

    
      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-OPT5

                 

                 

                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trustee

              
	 	 	 
	 	
                By:

              	 


      

      


       

      This
        is
        one of the Certificates referenced

      in
        the
        within-mentioned Agreement

      


      
        	
                By:

              	 	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trustee

              	 


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-4 Certificate]

     

    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    SERIES
      2007-OPT5

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5
      herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
      Insurer, if any, may purchase, in whole, from the Trust the Mortgage Loans
      at a
      purchase price determined as provided in the Agreement. In the event that no
      such optional termination occurs, the obligations and responsibilities created
      by the Agreement will terminate upon notice to the Trustee upon the earliest
      of
      (i) the Distribution Date on which the Certificate Principal Balances of the
      Regular Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
      by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
      the
      Distribution Date in October 2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 


    

    (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust.

     

    I
      (We)
      further direct the Trustee to issue a new Certificate of a like denomination
      and
      Class, to the above named assignee and deliver such Certificate to the following
      address:

    
      	 


    

    


     

    Dated:_________________

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      	
              Distributions
                shall be made, by
                wire transfer or otherwise, in immediately available

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided
                by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-14

     

    FORM
      OF
      CLASS M-5 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
      CERTIFICATES, THE CLASS II-A-2 CERTIFICATES, THE CLASS II-A-3 CERTIFICATES,
      THE
      CLASS X-1 CERTIFICATES, THE CLASS X-2 CERTIFICATES, THE CLASS X-3 CERTIFICATES,
      THE CLASS M-1 CERTIFICATES, THE CLASS M-1B CERTIFICATES, THE CLASS M-2
      CERTIFICATES, THE CLASS M-2B CERTIFICATES, THE CLASS M-3 CERTIFICATES AND THE
      CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE OR BENEFICIAL OWNERSHIP HEREIN SHALL BE MADE,
      EXCEPT IN ACCORDANCE WITH SECTION 5.02(d) OF THE AGREEMENT.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND
      MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON
      THAT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
      THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
      QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
      RULE
      144A, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT, IN WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN
      REPRESENTATIONS AND UNDERTAKINGS SET FORTH IN THE AGREEMENT AND IN ACCORDANCE
      WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES.

     

    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              October
                1, 2007

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              November
                26, 2007

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $20,512,000.00

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $20,512,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83613F
                AL5

               

            
	
              Class

               

            	
              :

               

            	
              M-5

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              October
                2037

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    Series
      2007-OPT5

    CLASS
      M-5

     

    evidencing
      the Percentage Interest in the distributions allocable to  the
      Certificates of the above-referenced Class with respect to the Trust consisting
      of first lien and second lien adjustable rate and fixed rate mortgage loans
      (the  “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-5 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-5 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, or the Trustee referred to below or any of their
      respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class M-5 Certificate (obtained by dividing the Denomination
      of this Class M-5 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
      (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
      Agreement dated as of October 1, 2007 (the “Agreement”) among the Depositor,
      Option One Mortgage Corporation, as servicer (the “Servicer”), and Wells Fargo
      Bank, N.A., a national banking association, as trustee (the “Trustee”). To the
      extent not defined herein, the capitalized terms used herein have the meanings
      assigned in the Agreement. This Class M-5 Certificate is issued under and is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Class M-5 Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. The Holder hereof desiring to effect such transfer shall, and does
      hereby agree to, indemnify the Trustee and the Depositor against any liability
      that may result if the transfer is not so exempt or is not made in accordance
      with such federal and state laws.

     

    No
      transfer of this Certificate or beneficial ownership herein shall be made except
      in accordance with Section 5.02(d) of the Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-5 Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class M-5 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      October __, 2007

     

    
      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-OPT5

                 

                 

                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trustee

              
	 	 	 
	 	
                By:

              	 


      

      


       

      This
        is
        one of the Certificates referenced

      in
        the
        within-mentioned Agreement

      


      
        	
                By:

              	 	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trustee

              	 


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-5 Certificate]

     

    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    SERIES
      2007-OPT5

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5
      herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
      Insurer, if any, may purchase, in whole, from the Trust the Mortgage Loans
      at a
      purchase price determined as provided in the Agreement. In the event that no
      such optional termination occurs, the obligations and responsibilities created
      by the Agreement will terminate upon notice to the Trustee upon the earliest
      of
      (i) the Distribution Date on which the Certificate Principal Balances of the
      Regular Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
      by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
      the
      Distribution Date in October 2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 


    

     (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust.

     

    I
      (We)
      further direct the Trustee to issue a new Certificate of a like denomination
      and
      Class, to the above named assignee and deliver such Certificate to the following
      address:

    
      	 


    

    


     

    Dated:_________________

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      	
              Distributions
                shall be made, by
                wire transfer or otherwise, in immediately available

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided
                by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-15

     

    FORM
      OF
      CLASS M-6 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
      CERTIFICATES, THE CLASS II-A-2 CERTIFICATES, THE CLASS II-A-3 CERTIFICATES,
      THE
      CLASS X-1 CERTIFICATES, THE CLASS X-2 CERTIFICATES, THE CLASS X-3 CERTIFICATES,
      THE CLASS M-1 CERTIFICATES, THE CLASS M-1B CERTIFICATES, THE CLASS M-2
      CERTIFICATES, THE CLASS M-2B CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
      CLASS
      M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED IN
      THE
      POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE OR BENEFICIAL OWNERSHIP HEREIN SHALL BE MADE,
      EXCEPT IN ACCORDANCE WITH SECTION 5.02(d) OF THE AGREEMENT.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND
      MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON
      THAT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
      THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
      QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
      RULE
      144A, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT, IN WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN
      REPRESENTATIONS AND UNDERTAKINGS SET FORTH IN THE AGREEMENT AND IN ACCORDANCE
      WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES.

     

    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              October
                1, 2007

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              November
                26, 2007

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $14,871,000.00

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $14,871,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83613F
                AM3

               

            
	
              Class

               

            	
              :

               

            	
              M-6

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              October
                2037

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    Series
      2007-OPT5

    CLASS
      M-6

     

    evidencing
      the Percentage Interest in the distributions allocable to  the
      Certificates of the above-referenced Class with respect to the Trust consisting
      of first lien and second lien adjustable rate and fixed rate mortgage loans
      (the  “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-6 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-6 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, or the Trustee referred to below or any of their
      respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class M-6 Certificate (obtained by dividing the Denomination
      of this Class M-6 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
      (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
      Agreement dated as of October 1, 2007 (the “Agreement”) among the Depositor,
      Option One Mortgage Corporation, as servicer (the “Servicer”), and Wells Fargo
      Bank, N.A., a national banking association, as trustee (the “Trustee”). To the
      extent not defined herein, the capitalized terms used herein have the meanings
      assigned in the Agreement. This Class M-6 Certificate is issued under and is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Class M-6 Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. The Holder hereof desiring to effect such transfer shall, and does
      hereby agree to, indemnify the Trustee and the Depositor against any liability
      that may result if the transfer is not so exempt or is not made in accordance
      with such federal and state laws.

     

    No
      transfer of this Certificate or beneficial ownership herein shall be made except
      in accordance with Section 5.02(d) of the Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-6 Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class M-6 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      October __, 2007

     

    
      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-OPT5

                 

                 

                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trustee

              
	 	 	 
	 	
                By:

              	 


      

      


       

      This
        is
        one of the Certificates referenced

      in
        the
        within-mentioned Agreement

      


      
        	
                By:

              	 	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trustee

              	 


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-6 Certificate]

     

    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    SERIES
      2007-OPT5

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5
      herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
      Insurer, if any, may purchase, in whole, from the Trust the Mortgage Loans
      at a
      purchase price determined as provided in the Agreement. In the event that no
      such optional termination occurs, the obligations and responsibilities created
      by the Agreement will terminate upon notice to the Trustee upon the earliest
      of
      (i) the Distribution Date on which the Certificate Principal Balances of the
      Regular Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
      by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
      the
      Distribution Date in October 2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 


    

     (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust.

     

    I
      (We)
      further direct the Trustee to issue a new Certificate of a like denomination
      and
      Class, to the above named assignee and deliver such Certificate to the following
      address:

    
      	 


    

    


     

    Dated:_________________

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      	
              Distributions
                shall be made, by
                wire transfer or otherwise, in immediately available

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided
                by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-16

     

    FORM
      OF
      CLASS M-7 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
      CERTIFICATES, THE CLASS II-A-2 CERTIFICATES, THE CLASS II-A-3 CERTIFICATES,
      THE
      CLASS X-1 CERTIFICATES, THE CLASS X-2 CERTIFICATES, THE CLASS X-3 CERTIFICATES,
      THE CLASS M-1 CERTIFICATES, THE CLASS M-1B CERTIFICATES, THE CLASS M-2
      CERTIFICATES, THE CLASS M-2B CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
      CLASS
      M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES AND THE CLASS M-6 CERTIFICATES
      TO
      THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
      HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE OR BENEFICIAL OWNERSHIP HEREIN SHALL BE MADE,
      EXCEPT IN ACCORDANCE WITH SECTION 5.02(d) OF THE AGREEMENT.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND
      MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON
      THAT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
      THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
      QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
      RULE
      144A, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT, IN WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN
      REPRESENTATIONS AND UNDERTAKINGS SET FORTH IN THE AGREEMENT AND IN ACCORDANCE
      WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES.

     

    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              October
                1, 2007

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              November
                26, 2007

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $12,307,000.00

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $12,307,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83613F
                AN1

               

            
	
              Class

               

            	
              :

               

            	
              M-7

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              October
                2037

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    Series
      2007-OPT5

    CLASS
      M-7

     

    evidencing
      the Percentage Interest in the distributions allocable to  the
      Certificates of the above-referenced Class with respect to the Trust consisting
      of first lien and second lien adjustable rate and fixed rate mortgage loans
      (the  “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-7 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-7 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, or the Trustee referred to below or any of their
      respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class M-7 Certificate (obtained by dividing the Denomination
      of this Class M-7 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
      (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
      Agreement dated as of October 1, 2007 (the “Agreement”) among the Depositor,
      Option One Mortgage Corporation, as servicer (the “Servicer”), and Wells Fargo
      Bank, N.A., a national banking association, as trustee (the “Trustee”). To the
      extent not defined herein, the capitalized terms used herein have the meanings
      assigned in the Agreement. This Class M-7 Certificate is issued under and is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Class M-7 Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. The Holder hereof desiring to effect such transfer shall, and does
      hereby agree to, indemnify the Trustee and the Depositor against any liability
      that may result if the transfer is not so exempt or is not made in accordance
      with such federal and state laws.

     

    No
      transfer of this Certificate or beneficial ownership herein shall be made except
      in accordance with Section 5.02(d) of the Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-7 Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class M-7 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      October __, 2007

     

    
      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-OPT5

                 

                 

                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trustee

              
	 	 	 
	 	
                By:

              	 


      

      


       

      This
        is
        one of the Certificates referenced

      in
        the
        within-mentioned Agreement

      


      
        	
                By:

              	 	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trustee

              	 


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-7 Certificate]

     

    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    SERIES
      2007-OPT5

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5
      herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
      Insurer, if any, may purchase, in whole, from the Trust the Mortgage Loans
      at a
      purchase price determined as provided in the Agreement. In the event that no
      such optional termination occurs, the obligations and responsibilities created
      by the Agreement will terminate upon notice to the Trustee upon the earliest
      of
      (i) the Distribution Date on which the Certificate Principal Balances of the
      Regular Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
      by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
      the
      Distribution Date in October 2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 


    

     (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust.

     

    I
      (We)
      further direct the Trustee to issue a new Certificate of a like denomination
      and
      Class, to the above named assignee and deliver such Certificate to the following
      address:

    
      	 


    

    


     

    Dated:_________________

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      	
              Distributions
                shall be made, by
                wire transfer or otherwise, in immediately available

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided
                by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-17

     

    FORM
      OF
      CLASS M-8 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
      CERTIFICATES, THE CLASS II-A-2 CERTIFICATES, THE CLASS II-A-3 CERTIFICATES,
      THE
      CLASS X-1 CERTIFICATES, THE CLASS X-2 CERTIFICATES, THE CLASS X-3 CERTIFICATES,
      THE CLASS M-1 CERTIFICATES, THE CLASS M-1B CERTIFICATES, THE CLASS M-2
      CERTIFICATES, THE CLASS M-2B CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
      CLASS
      M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES AND
      THE
      CLASS M-7 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
      AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE OR BENEFICIAL OWNERSHIP HEREIN SHALL BE MADE,
      EXCEPT IN ACCORDANCE WITH SECTION 5.02(d) OF THE AGREEMENT.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND
      MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON
      THAT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
      THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
      QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
      RULE
      144A, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT, IN WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN
      REPRESENTATIONS AND UNDERTAKINGS SET FORTH IN THE AGREEMENT AND IN ACCORDANCE
      WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES.

     

    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              October
                1, 2007

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              November
                26, 2007

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $11,281,000.00
                

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $11,281,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83613F
                AP6

               

            
	
              Class

               

            	
              :

               

            	
              M-8

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              October
                2037

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    Series
      2007-OPT5

    CLASS
      M-8

     

    evidencing
      the Percentage Interest in the distributions allocable to  the
      Certificates of the above-referenced Class with respect to the Trust consisting
      of first lien and second lien adjustable rate and fixed rate mortgage loans
      (the  “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-8 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-8 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, or the Trustee referred to below or any of their
      respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class M-8 Certificate (obtained by dividing the Denomination
      of this Class M-8 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
      (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
      Agreement dated as of October 1, 2007 (the “Agreement”) among the Depositor,
      Option One Mortgage Corporation, as servicer (the “Servicer”), and Wells Fargo
      Bank, N.A., a national banking association, as trustee (the “Trustee”). To the
      extent not defined herein, the capitalized terms used herein have the meanings
      assigned in the Agreement. This Class M-8 Certificate is issued under and is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Class M-8 Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. The Holder hereof desiring to effect such transfer shall, and does
      hereby agree to, indemnify the Trustee and the Depositor against any liability
      that may result if the transfer is not so exempt or is not made in accordance
      with such federal and state laws.

     

    No
      transfer of this Certificate or beneficial ownership herein shall be made except
      in accordance with Section 5.02(d) of the Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-8 Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class M-8 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      October __, 2007

     

    
      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-OPT5

                 

                 

                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trustee

              
	 	 	 
	 	
                By:

              	 


      

      


       

      This
        is
        one of the Certificates referenced

      in
        the
        within-mentioned Agreement

      


      
        	
                By:

              	 	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trustee

              	 


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-8 Certificate]

     

    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    SERIES
      2007-OPT5

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5
      herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
      Insurer, if any, may purchase, in whole, from the Trust the Mortgage Loans
      at a
      purchase price determined as provided in the Agreement. In the event that no
      such optional termination occurs, the obligations and responsibilities created
      by the Agreement will terminate upon notice to the Trustee upon the earliest
      of
      (i) the Distribution Date on which the Certificate Principal Balances of the
      Regular Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
      by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
      the
      Distribution Date in October 2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 


    

     (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust.

     

    I
      (We)
      further direct the Trustee to issue a new Certificate of a like denomination
      and
      Class, to the above named assignee and deliver such Certificate to the following
      address:

    
      	 


    

    


     

    Dated:_________________


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      	
              Distributions
                shall be made, by
                wire transfer or otherwise, in immediately available

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided
                by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-18

     

    FORM
      OF
      CLASS M-9 CERTIFICATE

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE TRUSTEE OR ITS AGENT FOR
      REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
      IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
      BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE &
CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF
      DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
      TO
      ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
      HAS AN INTEREST HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
      CERTIFICATES, THE CLASS II-A-2 CERTIFICATES, THE CLASS II-A-3 CERTIFICATES,
      THE
      CLASS X-1 CERTIFICATES, THE CLASS X-2 CERTIFICATES, THE CLASS X-3 CERTIFICATES,
      THE CLASS M-1 CERTIFICATES, THE CLASS M-1B CERTIFICATES, THE CLASS M-2
      CERTIFICATES, THE CLASS M-2B CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
      CLASS
      M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE
      CLASS M-7 CERTIFICATES AND THE CLASS M-8 CERTIFICATES TO THE EXTENT DESCRIBED
      IN
      THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE OR BENEFICIAL OWNERSHIP HEREIN SHALL BE MADE,
      EXCEPT IN ACCORDANCE WITH SECTION 5.02(d) OF THE AGREEMENT.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND
      MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT TO A PERSON
      THAT IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER
      THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
      QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF
      RULE
      144A, IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT, IN WHICH THE TRANSFEREE MAKES OR IS DEEMED TO MAKE CERTAIN
      REPRESENTATIONS AND UNDERTAKINGS SET FORTH IN THE AGREEMENT AND IN ACCORDANCE
      WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
      STATES.

     

    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              October
                1, 2007

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              November
                26, 2007

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $15,384,000.00
                

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $15,384,000.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Pass-Through
                Rate

               

            	
              :

               

            	
              Variable

               

            
	
              CUSIP

               

            	
              :

               

            	
              83613F
                AQ4

               

            
	
              Class

               

            	
              :

               

            	
              M-9

               

            
	
              Assumed
                Maturity Date

               

            	
              :

               

            	
              October
                2037

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    Series
      2007-OPT5

    CLASS
      M-9

     

    evidencing
      the Percentage Interest in the distributions allocable to  the
      Certificates of the above-referenced Class with respect to the Trust consisting
      of first lien and second lien adjustable rate and fixed rate mortgage loans
      (the  “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class M-9 Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class M-9 Certificate does not
      evidence an obligation of, or an interest in, and is not guaranteed by the
      Depositor, the Servicer, or the Trustee referred to below or any of their
      respective affiliates.

     

    This
      certifies that Cede & Co. is the registered owner of the Percentage Interest
      evidenced by this Class M-9 Certificate (obtained by dividing the Denomination
      of this Class M-9 Certificate by the Original Class Certificate Principal
      Balance) in certain monthly distributions with respect to a Trust consisting
      primarily of the Mortgage Loans deposited by Financial Asset Securities Corp.
      (the “Depositor”). The Trust was created pursuant to a Pooling and Servicing
      Agreement dated as of October 1, 2007 (the “Agreement”) among the Depositor,
      Option One Mortgage Corporation, as servicer (the “Servicer”), and Wells Fargo
      Bank, N.A., a national banking association, as trustee (the “Trustee”). To the
      extent not defined herein, the capitalized terms used herein have the meanings
      assigned in the Agreement. This Class M-9 Certificate is issued under and is
      subject to the terms, provisions and conditions of the Agreement, to which
      Agreement the Holder of this Class M-9 Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. The Holder hereof desiring to effect such transfer shall, and does
      hereby agree to, indemnify the Trustee and the Depositor against any liability
      that may result if the transfer is not so exempt or is not made in accordance
      with such federal and state laws.

     

    No
      transfer of this Certificate or beneficial ownership herein shall be made except
      in accordance with Section 5.02(d) of the Agreement.

     

    Reference
      is hereby made to the further provisions of this Class M-9 Certificate set
      forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class M-9 Certificate shall not be entitled to any benefit under the Agreement
      or be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      October __, 2007

     

    
      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-OPT5

                 

                 

                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trustee

              
	 	 	 
	 	
                By:

              	 


      

      


       

      This
        is
        one of the Certificates referenced

      in
        the
        within-mentioned Agreement

      


      
        	
                By:

              	 	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trustee

              	 


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class M-9 Certificate]

     

    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    SERIES
      2007-OPT5

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5
      herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
      Insurer, if any, may purchase, in whole, from the Trust the Mortgage Loans
      at a
      purchase price determined as provided in the Agreement. In the event that no
      such optional termination occurs, the obligations and responsibilities created
      by the Agreement will terminate upon notice to the Trustee upon the earliest
      of
      (i) the Distribution Date on which the Certificate Principal Balances of the
      Regular Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
      by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
      the
      Distribution Date in October 2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 


    

     (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust.

     

    I
      (We)
      further direct the Trustee to issue a new Certificate of a like denomination
      and
      Class, to the above named assignee and deliver such Certificate to the following
      address:

    
      	 


    

    


     

    Dated:_________________

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      	
              Distributions
                shall be made, by
                wire transfer or otherwise, in immediately available

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided
                by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-19

     

    FORM
      OF
      CLASS C CERTIFICATES

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
      THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
      OF
      THE AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS I-A-1 CERTIFICATES, THE CLASS II-A-1
      CERTIFICATES, THE CLASS II-A-2 CERTIFICATES, THE CLASS II-A-3 CERTIFICATES,
      THE
      CLASS X-1 CERTIFICATES, THE CLASS X-2 CERTIFICATES, THE CLASS X-3 CERTIFICATES,
      THE CLASS M-1 CERTIFICATES, THE CLASS M-1B CERTIFICATES, THE CLASS M-2
      CERTIFICATES, THE CLASS M-2B CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
      CLASS
      M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES, THE
      CLASS M-7 CERTIFICATES, THE CLASS M-8 CERTIFICATES, THE CLASS M-9 CERTIFICATES
      AND THE CLASS M-10 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND
      SERVICING AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT
      REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED
      FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE
      PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE CODE, SHALL BE MADE
      EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              October
                1, 2007

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              November
                26, 2007

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $75,379,824.10

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $75,379,824.10

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Class

               

            	
              :

               

            	
              C

               

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    Series
      2007-OPT5

    CLASS
      C

     

    evidencing
      the Percentage Interest in the distributions allocable to the Certificates
      of
      the above-referenced Class with respect to the Trust consisting of first lien
      and second lien adjustable rate and fixed rate mortgage loans (the “Mortgage
      Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class C Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class C Certificate does not evidence
      an obligation of, or an interest in, and is not guaranteed by the Depositor,
      the
      Servicer, or the Trustee referred to below or any of their respective
      affiliates.

     

    This
      certifies that Wells Fargo Bank, N.A., as Indenture Trustee under the Indenture,
      dated as of October 30, 2007, relating to Soundview CI-29 NIM Notes, Series
      2007-OPT5 is the registered owner of the Percentage Interest evidenced by this
      Class C Certificate (obtained by dividing the Denomination of this Class C
      Certificate by the Original Class Certificate Principal Balance) in certain
      distributions with respect to a Trust consisting primarily of the Mortgage
      Loans
      deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was
      created pursuant to a Pooling and Servicing Agreement dated as of October 1,
      2007 (the “Agreement”) among the Depositor, Option One Mortgage Corporation, as
      servicer (the “Servicer”), and Wells Fargo Bank, N.A., a national banking
      association, as trustee (the “Trustee”). To the extent not defined herein, the
      capitalized terms used herein have the meanings assigned in the Agreement.
      This
      Class C Certificate is issued under and is subject to the terms, provisions
      and
      conditions of the Agreement, to which Agreement the Holder of this Class C
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. In the event that such a transfer is not to be made pursuant to Rule
      144A of the Act, there shall be delivered to the Trustee and the Depositor
      of an
      Opinion of Counsel that such transfer may be made pursuant to an exemption
      from
      the Act, which Opinion of Counsel shall not be obtained at the expense of the
      Trustee, the Servicer or the Depositor; or there shall be delivered to the
      Trustee and the Depositor a transferor certificate by the transferor and an
      investment letter shall be executed by the transferee. The Holder hereof
      desiring to effect such transfer shall, and does hereby agree to, indemnify
      the
      Trustee and the Depositor against any liability that may result if the transfer
      is not so exempt or is not made in accordance with such federal and state
      laws.

    


    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(d) of the Agreement.

     

    Reference
      is hereby made to the further provisions of this Class C Certificate set forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class C Certificate shall not be entitled to any benefit under the Agreement
      or
      be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      October __, 2007

     

    
      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-OPT5

                 

                 

                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trustee

              
	 	 	 
	 	
                By:

              	 


      

      


       

      This
        is
        one of the Certificates referenced

      in
        the
        within-mentioned Agreement

      


      
        	
                By:

              	 	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trustee

              	 


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class C Certificate]

     

    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    SERIES
      2007-OPT5

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5
      (herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
      Insurer, if any, may purchase, in whole, from the Trust the Mortgage Loans
      at a
      purchase price determined as provided in the Agreement. In the event that no
      such optional termination occurs, the obligations and responsibilities created
      by the Agreement will terminate upon notice to the Trustee upon the earliest
      of
      (i) the Distribution Date on which the Certificate Principal Balances of the
      Regular Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
      by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
      the
      Distribution Date in October 2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 


    

     (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust.

     

    I
      (We)
      further direct the Trustee to issue a new Certificate of a like denomination
      and
      Class, to the above named assignee and deliver such Certificate to the following
      address:

    
      	 


    

    


     

    Dated:_________________

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      	
              Distributions
                shall be made, by
                wire transfer or otherwise, in immediately available

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided
                by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-20

     

    FORM
      OF
      CLASS P CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
      THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
      OF
      THE AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE CODE, SHALL BE MADE EXCEPT
      IN
      COMPLIANCE WITH THE PROCEDURES DESCRIBED HEREIN.

    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              October
                1, 2007

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              November
                26, 2007

               

            
	
              Initial
                Certificate Principal Balance of this Certificate
                (“Denomination”)

               

            	
              :

               

            	
              $100.00

               

            
	
              Original
                Class Certificate Principal Balance of this Class

               

            	
              :

               

            	
              $100.00

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Class

               

            	
              :

               

            	
              P

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    Series
      2007-OPT5

    CLASS
      P

     

    evidencing
      the Percentage Interest in the distributions allocable to  the
      Certificates of the above-referenced Class with respect to the Trust consisting
      of first lien and second lien adjustable rate and fixed rate mortgage loans
      (the  “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    Principal
      in respect of this Certificate is distributable monthly as set forth herein.
      Accordingly, the Certificate Principal Balance of this Class P Certificate
      at
      any time may be less than the Initial Certificate Principal Balance set forth
      on
      the face hereof, as described herein. This Class P Certificate does not evidence
      an obligation of, or an interest in, and is not guaranteed by the Depositor,
      the
      Servicer, or the Trustee referred to below or any of their respective
      affiliates.

     

    This
      certifies that Wells Fargo Bank, N.A., as Indenture Trustee under the Indenture,
      dated as of October 30, 2007, relating to Soundview CI-29 NIM Notes, Series
      2007-OPT5 is the registered owner of the Percentage Interest evidenced by this
      Class P Certificate (obtained by dividing the Denomination of this Class P
      Certificate by the Original Class Certificate Principal Balance) in certain
      distributions with respect to a Trust consisting primarily of the Mortgage
      Loans
      deposited by Financial Asset Securities Corp. (the “Depositor”). The Trust was
      created pursuant to a Pooling and Servicing Agreement dated as of October 1,
      2007 (the “Agreement”) among the Depositor, Option One Mortgage Corporation, as
      servicer (the “Servicer”), and Wells Fargo Bank, N.A., a national banking
      association, as trustee (the “Trustee”). To the extent not defined herein, the
      capitalized terms used herein have the meanings assigned in the Agreement.
      This
      Class P Certificate is issued under and is subject to the terms, provisions
      and
      conditions of the Agreement, to which Agreement the Holder of this Class P
      Certificate by virtue of the acceptance hereof assents and by which such Holder
      is bound.

     

    This
      Certificate does not have a pass-through rate and will be entitled to
      distributions only to the extent set forth in the Agreement.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. In the event that such a transfer is not to be made pursuant to Rule
      144A of the Act, there shall be delivered to the Trustee and the Depositor
      of an
      Opinion of Counsel that such transfer may be made pursuant to an exemption
      from
      the Act, which Opinion of Counsel shall not be obtained at the expense of the
      Trustee, the Servicer or the Depositor; or there shall be delivered to the
      Trustee and the Depositor a transferor certificate by the transferor and an
      investment letter shall be executed by the transferee. The Holder hereof
      desiring to effect such transfer shall, and does hereby agree to, indemnify
      the
      Trustee and the Depositor against any liability that may result if the transfer
      is not so exempt or is not made in accordance with such federal and state
      laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(d) of the Agreement.

     

    Reference
      is hereby made to the further provisions of this Class P Certificate set forth
      on the reverse hereof, which further provisions shall for all purposes have
      the
      same effect as if set forth at this place.

     

    This
      Class P Certificate shall not be entitled to any benefit under the Agreement
      or
      be valid for any purpose unless manually countersigned by an authorized
      signatory of the Trustee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      October __, 2007

     

    
      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-OPT5

                 

                 

                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trustee

              
	 	 	 
	 	
                By:

              	 


      

      


       

      This
        is
        one of the Certificates referenced

      in
        the
        within-mentioned Agreement

      


      
        	
                By:

              	 	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trustee

              	 


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class P Certificate]

     

    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    SERIES
      2007-OPT5

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5
      (herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
      Insurer, if any, may purchase, in whole, from the Trust the Mortgage Loans
      at a
      purchase price determined as provided in the Agreement. In the event that no
      such optional termination occurs, the obligations and responsibilities created
      by the Agreement will terminate upon notice to the Trustee upon the earliest
      of
      (i) the Distribution Date on which the Certificate Principal Balances of the
      Regular Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
      by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
      the
      Distribution Date in October 2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 


    

     (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust.

     

    I
      (We)
      further direct the Trustee to issue a new Certificate of a like denomination
      and
      Class, to the above named assignee and deliver such Certificate to the following
      address:

    
      	 


    

    


     

    Dated:_________________

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      	
              Distributions
                shall be made, by
                wire transfer or otherwise, in immediately available

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided
                by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-21

     

    FORM
      OF
      CLASS R CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
      THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
      OF
      THE AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CLASS R CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND WILL
      NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
      TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
      THE
      PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
      SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
      HEREIN.

    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              October
                1, 2007

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              November
                26, 2007

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Class

               

            	
              :

               

            	
              R

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    Series
      2007-OPT5

    CLASS
      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 a pool of first lien and second lien adjustable rate and fixed
      rate  mortgage loans (the “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    This
      Certificate does not evidence an obligation of, or an interest in, and is not
      guaranteed by the Depositor, the Servicer or the Trustee referred to below
      or
      any of their respective affiliates.

     

    This
      certifies that Greenwich Capital Markets, Inc. is the registered owner of the
      Percentage Interest evidenced by this Certificate specified above in the
      interest represented by all Certificates of the Class to which this Certificate
      belongs in a Trust consisting primarily of the Mortgage Loans deposited by
      Financial Asset Securities Corp. (the “Depositor”). The Trust was created
      pursuant to a Pooling and Servicing Agreement dated as of October 1, 2007 (the
      “Agreement”) among the Depositor, Option One Mortgage Corporation, as servicer
      (the “Servicer”), and Wells Fargo Bank, N.A., a national banking association, as
      trustee (the “Trustee”). To the extent not defined herein, the capitalized terms
      used herein have the meanings assigned in the Agreement. This Certificate is
      issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Certificate by virtue of the
      acceptance hereof assents and by which such Holder is bound.

     

    This
      Certificate does not have a principal balance or pass-through rate and will
      be
      entitled to distributions only to the extent set forth in the Agreement. In
      addition, any distribution of the proceeds of any remaining assets of the Trust
      will be made only upon presentment and surrender of this Certificate at the
      Office or the office or agency maintained by the Trustee.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. In the event that such a transfer is not to be made pursuant to Rule
      144A of the Act, there shall be delivered to the Trustee and the Depositor
      of an
      Opinion of Counsel that such transfer may be made pursuant to an exemption
      from
      the Act, which Opinion of Counsel shall not be obtained at the expense of the
      Trustee, the Servicer or the Depositor; or there shall be delivered to the
      Trustee and the Depositor a transferor certificate by the transferor and an
      investment letter shall be executed by the transferee. The Holder hereof
      desiring to effect such transfer shall, and does hereby agree to, indemnify
      the
      Trustee and the Depositor against any liability that may result if the transfer
      is not so exempt or is not made in accordance with such federal and state
      laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(d) of the Agreement.

     

    Each
      Holder of this Certificate will be deemed to have agreed to be bound by the
      restrictions of the Agreement, including but not limited to the restrictions
      that (i) each person holding or acquiring any Ownership Interest in this
      Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this
      Certificate may be transferred without delivery to the Trustee of (a) a transfer
      affidavit of the proposed transferee and (b) a transfer certificate of the
      transferor, each of such documents to be in the form described in the Agreement,
      (iii) each person holding or acquiring any Ownership Interest in this
      Certificate must agree to require a transfer affidavit and to deliver a transfer
      certificate to the Trustee as required pursuant to the Agreement, (iv) each
      person holding or acquiring an Ownership Interest in this Certificate must
      agree
      not to transfer an Ownership Interest in this Certificate if it has actual
      knowledge that the proposed transferee is not a Permitted Transferee and (v)
      any
      attempted or purported transfer of any Ownership Interest in this Certificate
      in
      violation of such restrictions will be absolutely null and void and will vest
      no
      rights in the purported transferee. Pursuant to the Agreement, The Trustee
      will
      provide the Internal Revenue Service and any pertinent persons with the
      information needed to compute the tax imposed under the applicable tax laws
      on
      transfers of residual interests to disqualified organizations, if any person
      other than a Permitted Transferee acquires an Ownership Interest on a Class
      R
      Certificate in violation of the restrictions mentioned above.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually countersigned by an authorized officer of the
      Trustee.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      October __, 2007

     

    
      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-OPT5

                 

                 

                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trustee

              
	 	 	 
	 	
                By:

              	 


      

      


       

      This
        is
        one of the Certificates referenced

      in
        the
        within-mentioned Agreement

      


      
        	
                By:

              	 	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trustee

              	 


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class R Certificate]

     

    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    SERIES
      2007-OPT5

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2007-OPT5 Asset-Backed Certificates, Series 2007-OPT5
      (herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
      Insurer, if any, may purchase, in whole, from the Trust the Mortgage Loans
      at a
      purchase price determined as provided in the Agreement. In the event that no
      such optional termination occurs, the obligations and responsibilities created
      by the Agreement will terminate upon notice to the Trustee upon the earliest
      of
      (i) the Distribution Date on which the Certificate Principal Balances of the
      Regular Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
      by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
      the
      Distribution Date in October 2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 


    

     (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust.

     

    I
      (We)
      further direct the Trustee to issue a new Certificate of a like denomination
      and
      Class, to the above named assignee and deliver such Certificate to the following
      address:

    
      	 


    

    


     

    Dated:_________________

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      	
              Distributions
                shall be made, by
                wire transfer or otherwise, in immediately available

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided
                by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      A-22

     

    FORM
      OF
      CLASS R-X CERTIFICATES

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “RESIDUAL INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE “ACT”). ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION
      THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE
      REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS
      OF
      THE AGREEMENT REFERRED TO HEREIN.

     

    THIS
      CLASS R-X CERTIFICATE HAS NO PRINCIPAL BALANCE, DOES NOT BEAR INTEREST AND
      WILL
      NOT RECEIVE ANY DISTRIBUTIONS EXCEPT AS PROVIDED HEREIN.

     

    NEITHER
      THIS CERTIFICATE NOR ANY INTEREST HEREIN MAY BE TRANSFERRED UNLESS THE PROPOSED
      TRANSFEREE DELIVERS TO THE TRUSTEE A TRANSFER AFFIDAVIT IN ACCORDANCE WITH
      THE
      PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.

     

    NO
      TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
      ARRANGEMENT (EACH A “PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY
      ACT OF 1974, AS AMENDED OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
      SHALL BE MADE EXCEPT IN COMPLIANCE WITH THE PROCEDURES DESCRIBED
      HEREIN.

    


    
      	
              Certificate
                No.

               

            	
              :

               

            	
              1

               

            
	
              Cut-off
                Date

               

            	
              :

               

            	
              October
                1, 2007

               

            
	
              First
                Distribution Date

               

            	
              :

               

            	
              November
                26, 2007

               

            
	
              Percentage
                Interest

               

            	
              :

               

            	
              100.00%

               

            
	
              Class

               

            	
              :

               

            	
              R-X

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    Series
      2007-OPT5

    CLASS
      R-X

     

    evidencing
      the Percentage Interest in the distributions allocable to  the
      Certificates of the above-referenced Class with respect to the Trust consisting
      primarily of a pool of first lien and second lien adjustable rate and fixed
      rate  mortgage loans (the “Mortgage Loans”)

     

    FINANCIAL
      ASSET SECURITIES CORP., AS DEPOSITOR

     

    This
      Certificate does not evidence an obligation of, or an interest in, and is not
      guaranteed by the Depositor, the Servicer or the Trustee referred to below
      or
      any of their respective affiliates.

     

    This
      certifies that MKM I Corp. is the registered owner of the Percentage Interest
      evidenced by this Certificate specified above in the interest represented by
      all
      Certificates of the Class to which this Certificate belongs in a Trust
      consisting primarily of the Mortgage Loans deposited by Financial Asset
      Securities Corp. (the “Depositor”). The Trust was created pursuant to a Pooling
      and Servicing Agreement dated as of October 1, 2007 (the “Agreement”) among the
      Depositor, Option One Mortgage Corporation, as servicer (the “Servicer”), and
      Wells Fargo Bank, N.A., a national banking association, as trustee (the
“Trustee”). To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    This
      Certificate does not have a principal balance or pass-through rate and will
      be
      entitled to distributions only to the extent set forth in the Agreement. In
      addition, any distribution of the proceeds of any remaining assets of the Trust
      will be made only upon presentment and surrender of this Certificate at the
      Office or the office or agency maintained by the Trustee.

     

    No
      transfer of a Certificate of this Class shall be made unless such transfer
      is
      made pursuant to an effective registration statement under the Act and any
      applicable state securities laws or is exempt from the registration requirements
      under said Act and such laws. In the event that a transfer is to be made in
      reliance upon an exemption from the Act and such laws, in order to assure
      compliance with the Act and such laws, the Certificateholder desiring to effect
      such transfer and such Certificateholder’s prospective transferee shall each
      certify to the Trustee and the Depositor in writing the facts surrounding the
      transfer. In the event that such a transfer is not to be made pursuant to Rule
      144A of the Act, there shall be delivered to the Trustee and the Depositor
      of an
      Opinion of Counsel that such transfer may be made pursuant to an exemption
      from
      the Act, which Opinion of Counsel shall not be obtained at the expense of the
      Trustee, the Servicer or the Depositor; or there shall be delivered to the
      Trustee and the Depositor a transferor certificate by the transferor and an
      investment letter shall be executed by the transferee. The Holder hereof
      desiring to effect such transfer shall, and does hereby agree to, indemnify
      the
      Trustee and the Depositor against any liability that may result if the transfer
      is not so exempt or is not made in accordance with such federal and state
      laws.

     

    No
      transfer of this Certificate to a Plan subject to ERISA or Section 4975 of
      the
      Code, any Person acting, directly or indirectly, on behalf of any such Plan
      or
      any person using Plan Assets to acquire this Certificate shall be made except
      in
      accordance with Section 5.02(d) of the Agreement.

     

    Each
      Holder of this Certificate will be deemed to have agreed to be bound by the
      restrictions of the Agreement, including but not limited to the restrictions
      that (i) each person holding or acquiring any Ownership Interest in this
      Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this
      Certificate may be transferred without delivery to the Trustee of (a) a transfer
      affidavit of the proposed transferee and (b) a transfer certificate of the
      transferor, each of such documents to be in the form described in the Agreement,
      (iii) each person holding or acquiring any Ownership Interest in this
      Certificate must agree to require a transfer affidavit and to deliver a transfer
      certificate to the Trustee as required pursuant to the Agreement, (iv) each
      person holding or acquiring an Ownership Interest in this Certificate must
      agree
      not to transfer an Ownership Interest in this Certificate if it has actual
      knowledge that the proposed transferee is not a Permitted Transferee and (v)
      any
      attempted or purported transfer of any Ownership Interest in this Certificate
      in
      violation of such restrictions will be absolutely null and void and will vest
      no
      rights in the purported transferee. Pursuant to the Agreement, The Trustee
      will
      provide the Internal Revenue Service and any pertinent persons with the
      information needed to compute the tax imposed under the applicable tax laws
      on
      transfers of residual interests to disqualified organizations, if any person
      other than a Permitted Transferee acquires an Ownership Interest on a Class
      R-X
      Certificate in violation of the restrictions mentioned above.

     

    Reference
      is hereby made to the further provisions of this Certificate set forth on the
      reverse hereof, which further provisions shall for all purposes have the same
      effect as if set forth at this place.

     

    This
      Certificate shall not be entitled to any benefit under the Agreement or be
      valid
      for any purpose unless manually countersigned by an authorized officer of the
      Trustee.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Trustee on behalf of the Trust has caused this Certificate
      to be duly executed.

     

    Dated:
      October __, 2007

     

    
      
        	 	
                SOUNDVIEW
                  HOME LOAN TRUST 2007-OPT5

                 

                 

                WELLS
                  FARGO BANK, N.A., not in its individual capacity, but solely as
                  Trustee

              
	 	 	 
	 	
                By:

              	 


      

      


       

      This
        is
        one of the Certificates referenced

      in
        the
        within-mentioned Agreement

      


      
        	
                By:

              	 	 
	 	
                Authorized
                  Signatory of

                Wells
                  Fargo Bank, N.A.,

                as
                  Trustee

              	 


      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [Reverse
      of Class R-X Certificate]

     

    Soundview
      Home Loan Trust 2007-OPT5

    Asset-Backed
      Certificates,

    SERIES
      2007-OPT5

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5
      (herein collectively called the “Certificates”), and representing a beneficial
      ownership interest in the Trust created by the Agreement.

     

    The
      Certificateholder, by its acceptance of this Certificate, agrees that it will
      look solely to the funds on deposit in the Distribution Account for payment
      hereunder and that the Trustee is not liable to the Certificateholders for
      any
      amount payable under this Certificate or the Agreement or, except as expressly
      provided in the Agreement, subject to any liability under the
      Agreement.

     

    This
      Certificate does not purport to summarize the Agreement and reference is made
      to
      the Agreement for the interests, rights and limitations of rights, benefits,
      obligations and duties evidenced thereby, and the rights, duties and immunities
      of the Trustee.

     

    Pursuant
      to the terms of the Agreement, a distribution will be made on the 25th day
      of
      each month or, if such 25th day is not a Business Day, then the Business Day
      immediately following such Distribution Date (the “Distribution Date”),
      commencing on the first Distribution Date specified on the face hereof, to
      the
      Person in whose name this Certificate is registered at the close of business
      on
      the applicable Record Date in an amount equal to the product of the Percentage
      Interest evidenced by this Certificate and the amount required to be distributed
      to Holders of Certificates of the Class to which this Certificate belongs on
      such Distribution Date pursuant to the Agreement.

     

    Distributions
      on this Certificate shall be made by check or money order mailed to the address
      of the person entitled thereto as it appears on the Certificate Register or
      by
      wire transfer or otherwise, as set forth in the Agreement. The final
      distribution on each Certificate will be made in like manner, but only upon
      presentment and surrender of such Certificate at the office of the Trustee
      or
      the Trustee’s agent specified in the notice to Certificateholders of such final
      distribution.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Trustee and
      the rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Servicer and the Trustee and of Holders of the requisite
      percentage of the Percentage Interests of each Class of Certificates affected
      by
      such amendment, as specified in the Agreement. Any such consent by the Holder
      of
      this Certificate shall be conclusive and binding on such Holder and upon all
      future Holders of this Certificate and of any Certificate issued upon the
      transfer hereof or in exchange therefor or in lieu hereof whether or not
      notation of such consent is made upon this Certificate. The Agreement also
      permits the amendment thereof, in certain limited circumstances, without the
      consent of the Holders of any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      of
      the Certificate Registrar upon surrender of this Certificate for registration
      of
      transfer at the offices or agencies of the Trustee as provided in the Pooling
      and Servicing Agreement accompanied by a written instrument of transfer in
      form
      satisfactory to the Trustee and the Certificate Registrar duly executed by
      the
      holder hereof or such holder’s attorney duly authorized in writing, and
      thereupon one or more new Certificates of the same Class in authorized
      denominations and evidencing the same aggregate Percentage Interest in the
      Trust
      will be issued to the designated transferee or transferees.

     

    The
      Certificates are issuable only as registered Certificates without coupons in
      denominations specified in the Agreement. As provided in the Agreement and
      subject to certain limitations therein set forth, Certificates are exchangeable
      for new Certificates of the same Class in authorized denominations and
      evidencing the same aggregate Percentage Interest, as requested by the Holder
      surrendering the same.

     

    No
      service charge will be made for any such registration of transfer or exchange,
      but the Trustee may require payment of a sum sufficient to cover any tax or
      other governmental charge payable in connection therewith.

     

    The
      Depositor, the Servicer and the Trustee and any agent of the Depositor, the
      Servicer or the Trustee may treat the Person in whose name this Certificate
      is
      registered as the owner hereof for all purposes, and none of the Depositor,
      the
      Trustee, the Servicer or any such agent shall be affected by any notice to
      the
      contrary.

     

    On
      any
      Distribution Date following the date at which the remaining aggregate Principal
      Balance of the Mortgage Loans is less than 10% of the Principal Balance of
      the
      Original Mortgage Loans as of the Cut-off Date, the Servicer or the NIMs
      Insurer, if any, may purchase, in whole, from the Trust the Mortgage Loans
      at a
      purchase price determined as provided in the Agreement. In the event that no
      such optional termination occurs, the obligations and responsibilities created
      by the Agreement will terminate upon notice to the Trustee upon the earliest
      of
      (i) the Distribution Date on which the Certificate Principal Balances of the
      Regular Certificates have been reduced to zero, (ii) the final payment or other
      liquidation of the last Mortgage Loan in the Trust, (iii) the optional purchase
      by the Servicer of the Mortgage Loans as described in the Agreement and (iv)
      the
      Distribution Date in October 2037.

     

    Capitalized
      terms used herein that are defined in the Agreement shall have the meanings
      ascribed to them in the Agreement, and nothing herein shall be deemed
      inconsistent with that meaning.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ASSIGNMENT

     

    FOR
      VALUE
      RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
      unto

     

    
      	 


    

     (Please
      print or typewrite name and address including postal zip code of
      assignee)

     

    the
      Percentage Interest evidenced by the within Certificate and hereby authorizes
      the transfer of registration of such Percentage Interest to assignee on the
      Certificate Register of the Trust.

     

    I
      (We)
      further direct the Trustee to issue a new Certificate of a like denomination
      and
      Class, to the above named assignee and deliver such Certificate to the following
      address:

    
      	 


    

    


     

    Dated:_________________

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

     

    
      	
              Distributions
                shall be made, by
                wire transfer or otherwise, in immediately available

            
	
              funds
                to

            	 
	 
	
              for
                the account of

            	 
	
              account
                number

            	 	
              or,
                if mailed by check, to

            
	 
	
              Applicable
                statements should be mailed to

            	 
	 
	 
	
              This
                information is provided
                by

            	 
	
              assignee
                named above, or

            	 
	
              its
                agent.

            	 


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    [RESERVED]

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      C

     

     

    
      ASSIGNMENT
        AND RECOGNITION AGREEMENT

       

       

      THIS
        ASSIGNMENT AND RECOGNITION AGREEMENT, dated October 30, 2007,
        (“Agreement”) among Greenwich Capital Financial Products, Inc.
        (“Assignor”), Financial Asset Securities Corp. (“Assignee”) and
        Option One Mortgage Corporation (the “Company”):

       

      For
        and
        in consideration of the sum of TEN DOLLARS ($10.00) and other valuable
        consideration the receipt and sufficiency of which hereby are acknowledged,
        and
        of the mutual covenants herein contained, the parties hereto hereby agree
        as
        follows:

       

      Assignment
        and Conveyance

       

      1.  The
        Assignor hereby conveys, sells, grants, transfers and assigns to the Assignee
        (x) all of the right, title and interest of the Assignor, as purchaser, in,
        to
        and under (a) those certain Mortgage Loans listed as being originated by
        the
        Company on the schedule (the “Mortgage Loan Schedule”) attached hereto as
        Exhibit A (the “Mortgage Loans”), (b) except as described below, that
        certain Amended and Restated Master Mortgage Loan Purchase and Interim Servicing
        Agreement dated as of March 1, 2005, as amended and restated on April 1,
        2007
        (the “Purchase Agreement”), among the Assignor, as purchaser (the
“Purchaser”), the Company, as seller and certain Affiliates of the
        Company and the related Assignment and Conveyance Agreement (attached hereto
        as
        Exhibit B), solely insofar as the Purchase Agreement relates to the Mortgage
        Loans and (c) that certain Guaranty Agreement, dated as of September 13,
        2007
        (the “Guaranty”), between H&R Block, Inc. as guarantor and the
        Assignor as buyer (attached hereto as Exhibit C) and (y) other than as provided
        below with respect to the enforcement of representations and warranties,
        none of
        the obligations of the Assignor under the Purchase Agreement.

       

      The
        Assignor specifically reserves and does not assign to the Assignee hereunder
        any
        and all right, title and interest in, to and under and any obligations of
        the
        Assignor with respect to any mortgage loans subject to the Purchase Agreement
        which are not the Mortgage Loans set forth on the Mortgage Loan Schedule
        and are
        not the subject of this Agreement.

       

      Recognition
        of the Company

       

      2.  From
        and
        after the date hereof, the Company shall and does hereby recognize that the
        Assignee will transfer the Mortgage Loans and assign its rights under the
        Purchase Agreement (solely to the extent set forth herein), the Guaranty
        and
        this Agreement to Soundview Home Loan Trust 2007-OPT5 (the “Trust”)
        created pursuant to a Pooling and Servicing Agreement, dated as of October
        1,
        2007 (the “Pooling Agreement”), among the Assignee, Wells Fargo Bank,
        N.A., as trustee (including its successors in interest and any successor
        trustees under the Pooling Agreement, the “Trustee”), Option One Mortgage
        Corporation, as servicer (including its successors in interest and any successor
        servicer under the Pooling Agreement, the “Servicer”).  The
        Company hereby acknowledges and agrees that from and after the date hereof
        (i) the Trust will be the owner of the Mortgage Loans, (ii) the
        Company shall look solely to the Trust for performance of any obligations
        of the
        Assignor insofar as they relate to the enforcement of the representations,
        warranties and covenants with respect to the Mortgage Loans, (iii) the
        Trust  (including the Trustee and the Servicer acting on the Trust’s
        behalf) shall have all the rights and remedies available to the Assignor,
        insofar as they relate to the Mortgage Loans, under the Purchase Agreement,
        including, without limitation, the enforcement of the document delivery
        requirements and remedies with respect to breaches of representations and
        warranties set forth in the Purchase Agreement, shall be entitled to enforce
        all
        of the obligations of the Company thereunder insofar as they relate to the
        Mortgage Loans and under the Guaranty, including enforcement of the obligations
        of the guarantor, and (iv) all references to the Purchaser (insofar as they
        relate to the rights, title and interest and, with respect to obligations
        of the
        Purchaser, only insofar as they relate to the enforcement of the
        representations, warranties and covenants of the Company) or the Custodian
        under
        the Purchase Agreement insofar as they relate to the Mortgage Loans, shall
        be
        deemed to refer to the Trust (including the Trustee and the Servicer acting
        on
        the Trust’s behalf).  Neither the Company nor the Assignor shall amend
        or agree to amend, modify, waiver, or otherwise alter any of the terms or
        provisions of the Purchase Agreement which amendment, modification, waiver
        or
        other alteration would in any way affect the Mortgage Loans or the Company’s
        performance under the Purchase Agreement with respect to the Mortgage Loans
        or
        the Guaranty without the prior written consent of the Trustee.

       

      Representations
        and Warranties of the Company

       

      3.  The
        Company warrants and represents to the Assignor, the Assignee and the Trust
        as
        of the date hereof that:

       

      (a)           The
        Company is duly organized, validly existing and in good standing under the
        laws
        of the jurisdiction of its incorporation;

       

      (b)           The
        Company has full power and authority to execute, deliver and perform its
        obligations under this Agreement and has full power and authority to perform
        its
        obligations under the Purchase Agreement. The execution by the Company of
        this
        Agreement is in the ordinary course of the Company’s business and will not
        conflict with, or result in a breach of, any of the terms, conditions or
        provisions of the Company’s charter or bylaws or any legal restriction, or any
        material agreement or instrument to which the Company is now a party or by
        which
        it is bound, or result in the violation of any law, rule, regulation, order,
        judgment or decree to which the Company or its property is subject. The
        execution, delivery and performance by the Company of this Agreement have
        been
        duly authorized by all necessary corporate action on part of the Company.
        This
        Agreement has been duly executed and delivered by the Company, and, upon
        the due
        authorization, execution and delivery by the Assignor and the Assignee, will
        constitute the valid and legally binding obligation of the Company, enforceable
        against the Company in accordance with its terms except as enforceability
        may be
        limited by bankruptcy, reorganization, insolvency, moratorium or other similar
        laws now or hereafter in effect relating to creditors’ rights generally, and by
        general principles of equity regardless of whether enforceability is considered
        in a proceeding in equity or at law;

       

      (c)           No
        consent, approval, order or authorization of, or declaration, filing or
        registration with, any governmental entity is required to be obtained or
        made by
        the Company in connection with the execution, delivery or performance by
        the
        Company of this Agreement; and

       

      (d)           There
        is no action, suit, proceeding or investigation pending or threatened against
        the Company, before any court, administrative agency or other tribunal, which
        would draw into question the validity of this Agreement or the Purchase
        Agreement, or which, either in any one instance or in the aggregate, would
        result in any material adverse change in the ability of the Company to perform
        its obligations under this Agreement or the Purchase Agreement, and the Company
        is solvent.

       

      4.  Pursuant
        to Section 12 of the Purchase Agreement, the Company hereby represents and
        warrants, for the benefit of the Assignor, the Assignee and the Trust, that
        the
        representations and warranties set forth in Sections 7.01 and 7.04 of the
        Purchase Agreement, are true and correct as of the date hereof as if such
        representations and warranties were made on the date hereof, except that
        the
        representation and warranty set forth in Section 7.04(i) shall, for
        purposes of this Agreement, relate to the Mortgage Loan Schedule attached
        hereto.

       

      In
        addition, the Company hereby agrees that within 5 Business Days after request
        by
        the Assignee therefor, it shall provide copies of the Mortgage File and the
        Servicing File to the extent the Company has possession thereof, to the Assignee
        or shall permit examination thereof at the Company’s offices or such other
        location as shall otherwise be agreed upon by the Assignee.  The
        Assignee shall pay any costs and expenses of the Company (or its agent) incurred
        in connection with the provision or examination of any such Mortgage File
        and
        Servicing File requested pursuant to this Section.

       

      Representations
        and Warranties of the Assignor

       

      5.  The
        Assignor hereby makes the following representations, warranties and covenants
        as
        of the date hereof:

       

      (a)  Each
        Mortgage Loan must have complied in all material respects in its origination
        and
        servicing with applicable local, state, and federal laws, including, but
        not
        limited to, all applicable predatory, abusive and fair lending
        laws;

       

      (b)  None
        of
        the mortgage loans are High Cost as defined by any applicable predatory and
        abusive lending laws;

       

      (c)  No
        Mortgage Loan is a high cost loan or a covered loan, as applicable (as such
        terms are defined in the then current Standard & Poor’s LEVELS Glossary
        version 6.0, Appendix E);

       

      (d)  No
        Group
        I Mortgage Loan is secured by manufactured housing;

       

      (e)  No
        first
        lien Group I Mortgage Loan has an original principal balance that exceeds
        the
        applicable Freddie Mac loan limit;

       

      (f)  (i)
        No
        second lien Group I Mortgage Loan has an original principal balance that
        exceeds
        one-half of the one-unit limitation for first lien mortgage loans, i.e.,
        $208,500 (in Alaska, Guam, Hawaii or Virgin Islands: $312,750), without regard
        to the number of units and (ii) the original principal balance of the first
        lien
        mortgage loan plus the original principal balance of any second lien Group
        I
        Mortgage Loan relating to the same mortgaged property does not exceed the
        applicable Freddie Mac loan limit for first lien mortgage loans for that
        property type;

       

      (g)  No
        Group
        I Mortgage Loan is located anywhere except the continental United States,
        Alaska, Hawaii, Puerto Rico, the Virgin Islands or Guam;

       

      (h)  As
        of the
        Cut-off Date, no Group I Mortgage Loan seasoned more than one
        year;  and

       

      (i)  No
        Mortgage Loan on or after October 1, 2002 through March 6, 2003 is governed
        by
        the Georgia Fair Lending Act.

       

      Remedies
        for Breach of Representations and Warranties

       

      6.  The
        Company hereby acknowledges and agrees that the remedies available to the
        Assignor, the Assignee and the Trust (including the Trustee and the Servicer
        acting on the Trust’s behalf) in connection with any breach of the
        representations and warranties made by the Company set forth in Sections
        3 and 4
        hereof shall be as set forth in Subsection 7.05 of the Purchase Agreement
        as if they were set forth herein (including without limitation the repurchase
        and indemnity obligations set forth therein).  Notwithstanding
        anything to the contrary contained herein, it is understood by the parties
        hereto that a breach of the representations and warranties made in Subsections
        7.04 (viii), (xl), (xlvi), (xlix), (lvi), (lviii), (lxii), (lxi), (lxiii),
        (lxiv), (lix), (lxxi), (lxxvii), (lxxxii) and (lxxxvi) of the Purchase Agreement
        will be deemed to materially and adversely affect the value of the related
        Mortgage Loan or the interest of the Assignor therein.

       

      The
        Assignor hereby acknowledges and agrees that the remedies available to the
        Assignee and the Trust (including the Trustee and the Servicer acting on
        the
        Trust’s behalf) in connection with any breach of the representations and
        warranties made by the Assignor set forth in Section 5 hereof shall be as
        set
        forth in Section 2.03 of the Pooling and Servicing Agreement as if they were
        set
        forth herein (including without limitation the repurchase and indemnity
        obligations set forth therein).  In addition, the Assignor hereby
        acknowledges and agrees that a breach of any of the representations and
        warranties set forth in Section 5(d), (e), (f), (g) and (h) will be deemed
        to
        materially and adversely affect the value of the related Mortgage Loan or
        the
        interest of the Assignee therein.

       

      Miscellaneous

       

      7.  This
        Agreement shall be construed in accordance with the laws of the State of
        New
        York, without regard to conflicts of law principles, and the obligations,
        rights
        and remedies of the parties hereunder shall be determined in accordance with
        such laws.

       

      8.  No
        term
        or provision of this Agreement may be waived or modified unless such waiver
        or
        modification is in writing and signed by the party against whom such waiver
        or
        modification is sought to be enforced, with the prior written consent of
        the
        Trustee.

       

      9.  This
        Agreement shall inure to the benefit of (i) the successors and assigns of
        the
        parties hereto and (ii) the Trust (including the Trustee and the Servicer
        acting
        on the Trust’s behalf). Any entity into which Assignor, Assignee or Company may
        be merged or consolidated shall, without the requirement for any further
        writing, be deemed Assignor, Assignee or Company, respectively,
        hereunder.

       

      10.  Each
        of
        this Agreement and the Purchase Agreement shall survive the conveyance of
        the
        Mortgage Loans and the assignment of the Purchase Agreement (to the extent
        assigned hereunder) by Assignor to Assignee and by Assignee to the Trust
        and
        nothing contained herein shall supersede or amend the terms of the Purchase
        Agreement.

       

      11.  This
        Agreement may be executed simultaneously in any number of counterparts. Each
        counterpart shall be deemed to be an original and all such counterparts shall
        constitute one and the same instrument.

       

      12.  In
        the
        event that any provision of this Agreement conflicts with any provision of
        the
        Purchase Agreement with respect to the Mortgage Loans, the terms of this
        Agreement shall control.

       

      13.  Capitalized
        terms used in this Agreement (including the exhibits hereto)  but not
        defined in this Agreement shall have the meanings given to such terms in
        the
        Purchase Agreement.

       

      [SIGNATURE
        PAGE FOLLOWS]

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF, the parties have caused this Agreement to be executed by
        their
        duly authorized officers as of the date first above written.

       

      
        	
                GREENWICH
                  CAPITAL FINANCIAL PRODUCTS, INC.

                 

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Its:

              	 
	 
	 
	
                FINANCIAL
                  ASSET SECURITIES CORP.

                 

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Its:

              	 
	 
	 
	
                OPTION
                  ONE MORTGAGE CORPORATION

                 

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Its:

              	 


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


       

      EXHIBIT
        A

       

      MORTGAGE
        LOAN SCHEDULE

       

      SEE
        EXHIBIT D TO POOLING AND SERVICING AGREEMENT

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

       

      EXHIBIT
        B

      


      ASSIGNMENT
        AND CONVEYANCE AGREEMENT

      


      


      Available
        upon request

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        C

      


      GUARANTY

      


      Available
        upon request

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        I

      


      Capitalized
        terms used in this Schedule I but not defined in this Agreement shall have
        the
        meanings given to such terms in the Purchase Agreement.

      


      The
        Company represents, warrants and covenants to the Initial Purchaser and to
        any
        subsequent Purchaser as of the initial Closing Date and each subsequent Closing
        Date or as of such date specifically provided herein or in the applicable
        Assignment and Conveyance:

       

      (i)  The
        Company is duly organized, validly existing and in good standing under the
        laws
        of the state of California and has all licenses necessary to carry on its
        business as now being conducted. It is licensed in, qualified to transact
        business in and is in good standing under the laws of the state in which
        any
        Mortgaged Property is located and is and will remain in compliance with the
        laws
        of each state in which any Mortgaged Property is located to the extent necessary
        to ensure the enforceability of each Mortgage Loan and the servicing of the
        Mortgage Loan in accordance with the terms of this Agreement. No licenses
        or
        approvals obtained by Company have been suspended or revoked by any court,
        administrative agency, arbitrator or governmental body and no proceedings
        are
        pending which might result in such suspension or revocation;

       

      (ii)  The
        Company has the full power and authority to hold the related Mortgage Loan,
        to
        sell the related Mortgage Loan, and to execute, deliver and perform, and
        to
        enter into and consummate, all transactions contemplated by this Agreement.
        The
        Company has duly authorized the execution, delivery and performance of this
        Agreement, has duly executed and delivered this Agreement, and this Agreement,
        assuming due authorization, execution and delivery by the Purchaser, constitutes
        a legal, valid and binding obligation of the Company, enforceable against
        it in
        accordance with its terms except as the enforceability thereof may be limited
        by
        bankruptcy, insolvency or reorganization;

       

      (iii)  The
        execution and delivery of this Agreement by the Company and the performance
        of
        and compliance with the terms of this Agreement will not violate the Company's
        articles of incorporation or by-laws or constitute a default under or result
        in
        a breach or acceleration of, any material contract, agreement or other
        instrument to which the Company is a party or which may be applicable to
        the
        Company or its assets;

       

      (iv)  The
        Company is not in violation of, and the execution and delivery of this Agreement
        by the Company and its performance and compliance with the terms of this
        Agreement will not constitute a violation with respect to, any order or decree
        of any court or any order or regulation of any federal, state, municipal
        or
        governmental agency having jurisdiction over the Company or its assets, which
        violation might have consequences that would materially and adversely affect
        the
        condition (financial or otherwise) or the operation of the Company or its
        assets
        or might have consequences that would materially and adversely affect the
        performance of its obligations and duties hereunder;

       

      (v)  The
        Company is an approved seller/servicer for FNMA and FHLMC in good standing
        and
        is a HUD approved mortgagee pursuant to Section 203 of the National Housing
        Act. No event has occurred, including but not limited to a change in insurance
        coverage, which would make the Company unable to comply with FNMA, FHLMC
        or HUD
        eligibility requirements or which would require notification to FNMA, FHLMC
        or
        HUD;

       

      (vi)  The
        Company does not believe, nor does it have any reason or cause to believe,
        that
        it cannot perform each and every covenant contained in this
        Agreement;

       

      (vii)  The
        Mortgage Note, the Mortgage, the Assignment of Mortgage and any other documents
        required to be delivered with respect to each Mortgage Loan pursuant to the
        Custodial Agreement, have been delivered to the Custodian all in compliance
        with
        the specific requirements of the Custodial Agreement. With respect to each
        Mortgage Loan, the Company is in possession of a complete Mortgage File in
        compliance with Exhibit 5, except for such documents as have been
        delivered to the Custodian;

       

      (viii)  Immediately
        prior to the payment of the Purchase Price for each Mortgage Loan, the Company
        was the owner of record of the related Mortgage and the indebtedness evidenced
        by the related Mortgage Note and upon the payment of the Purchase Price by
        the
        Purchaser, in the event that the Company retains record title, the Company
        shall
        retain such record title to each Mortgage, each related Mortgage Note and
        the
        related Mortgage Files with respect thereto in trust for the Purchaser as
        the
        owner thereof and only for the purpose of servicing and supervising the
        servicing of each Mortgage Loan;

       

      (ix)  There
        are
        no actions or proceedings against, or investigations of, the Company before
        any
        court, administrative agency 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 Company of its obligations under, or the validity or enforceability of,
        this
        Agreement;

       

      (x)  No
        consent, approval, authorization or order of any court or governmental agency
        or
        body is required for the execution, delivery and performance by the Company
        of,
        or compliance by the Company with, this Agreement or the consummation of
        the
        transactions contemplated by this Agreement, except for such consents,
        approvals, authorizations or orders, if any, that have been obtained prior
        to
        the related Closing Date;

       

      (xi)  The
        consummation of the transactions contemplated by this Agreement are in the
        ordinary course of business of the Company, and the transfer, assignment
        and
        conveyance of the Mortgage Notes and the Mortgages by the Company pursuant
        to
        this Agreement are not subject to the bulk transfer or any similar statutory
        provisions;

       

      (xii)  The
        information delivered by the Company to the Purchaser with respect to the
        Company's loan loss, foreclosure and delinquency experience for the twelve
        (12)
        months immediately preceding the Initial Closing Date on mortgage loans
        underwritten to the same standards as the Mortgage Loans and covering mortgaged
        properties similar to the Mortgaged Properties, is true and correct in all
        material respects;

       

      (xiii)  Neither
        this Agreement nor any written statement, report or other document prepared
        and
        furnished or to be prepared and furnished by the Company pursuant to this
        Agreement or in connection with the transactions contemplated hereby contains
        any untrue statement of material fact or omits to state a material fact
        necessary to make the statements contained herein or therein not
        misleading;

       

      (xiv)  The
        transfer of the Mortgage Loans shall be treated as a sale on the books and
        records of Company, and Company has determined that, and will treat, the
        disposition of the Mortgage Loans pursuant to this Agreement for tax and
        accounting purposes as a sale. Company shall maintain complete records for
        each
        Mortgage Loan which shall be clearly marked to reflect the ownership of each
        Mortgage Loan by Purchaser;

       

      (xv)  The
        consideration received by the Company upon the sale of the Mortgage loans
        constitutes fair consideration and reasonably equivalent value for such Mortgage
        Loans;

       

      (xvi)  Company
        is solvent and will not be rendered insolvent by the consummation of the
        transactions contemplated hereby.  The Company is not transferring any
        Mortgage loan with any intent to hinder, delay or defraud any of its
        creditors;

       

      (xvii)  The
        Company is a member of MERS in good standing, will comply in all material
        respects with the rules and procedures of MERS in connection with the servicing
        of the Mortgage Loans that are registered with MERS and is current in payment
        of
        all fees and assessments imposed by MERS;

       

      (xviii)  The
        Company will comply in all material respects with the rules and procedures
        of
        MERS in connection with the servicing of the Mortgage Loans that are registered
        with MERS; and

       

      (xix)  The
        Company has not dealt with any broker, investment banker, agent or other
        person
        that may be entitled to any commission or compensation in connection with
        the
        sale of the Mortgage Loans.

       

      The
        Company hereby represents and warrants to the Initial Purchaser and to any
        subsequent Purchaser that, as to each Mortgage Loan, as of the related Closing
        Date for such Mortgage Loan:

       

      (i)  The
        information set forth in the related Mortgage Loan Schedule is complete,
        true
        and correct;

       

      (ii)  Reserved;

       

      (iii)  Except
        with respect to payments not yet 30 days past due, all payments required
        to be
        made up to the close of business on the related Closing Date for such Mortgage
        Loan under the terms of the Mortgage Note have been made; the Company has
        not
        advanced funds, or induced, solicited or knowingly received any advance of
        funds
        from a party other than the owner of the related Mortgaged Property, directly
        or
        indirectly, for the payment of any amount required by the Mortgage Note or
        Mortgage; and except with respect to payments not yet 30 days past
        due,  there has been no delinquency, exclusive of any period of grace,
        in any payment by the Mortgagor thereunder since the origination of the Mortgage
        Loan;

       

      (iv)  As
        of the
        origination date of the Mortgage Loan there were no delinquent taxes, ground
        rents, water charges, sewer rents, assessments, insurance premiums, leasehold
        payments, including assessments payable in future installments or other
        outstanding charges affecting the related Mortgaged Property, and as of the
        related Closing Date there are no delinquent taxes, insurance premiums, or
        other
        outstanding charges jeopardizing the lien position of the Mortgage Loan,
        and to
        the best knowledge of the Company, as of the Closing Date, there are no ground
        rents, water charges, sewer rents, assessments, leasehold payments, including
        assessments payable in future installments or other outstanding charges
        affecting the related Mortgaged Property;

       

      (v)  The
        terms
        of the Mortgage Note and the Mortgage have not been impaired, waived, altered
        or
        modified in any respect, except by written instruments, recorded in the
        applicable public recording office if necessary to maintain the lien priority
        of
        the Mortgage, and which have been delivered to the Custodian; the substance
        of
        any such waiver, alteration or modification has been approved by the title
        insurer, to the extent required by the related policy, and is reflected on
        the
        related Mortgage Loan Schedule. No instrument of waiver, alteration or
        modification has been executed, and no Mortgagor has been released, in whole
        or
        in part, except in connection with an assumption agreement approved by the
        title
        insurer, to the extent required by the policy, and which assumption agreement
        has been delivered to the Custodian and the terms of which are reflected
        in the
        related Mortgage Loan Schedule;

       

      (vi)  The
        Mortgage Note and the Mortgage are not subject to any right of rescission,
        set-off, counterclaim or defense, including the defense of usury, nor will
        the
        operation of any of the terms of the Mortgage Note and the Mortgage, or the
        exercise of any right thereunder, render the Mortgage unenforceable, in whole
        or
        in part, or subject to any right of rescission, set-off, counterclaim or
        defense, including the defense of usury and no such right of rescission,
        set-off, counterclaim or defense has been asserted with respect thereto and
        there is no basis for the Mortgage Loan to be modified or reformed without
        the
        consent of the Mortgagor under applicable law.  Each Prepayment Charge
        or penalty with respect to any Mortgage Loan is permissible, enforceable
        and
        collectible under applicable federal, state and local law;

       

      (vii)  All
        buildings upon the Mortgaged Property are insured by a Qualified Insurer
        acceptable to FNMA and FHLMC against loss by fire, hazards of extended coverage
        and such other hazards as are customary in the area where the Mortgaged Property
        is located, pursuant to insurance policies providing coverage in an amount
        not
        less than the greatest of (i) 100% of the replacement cost of all improvements
        to the Mortgaged Property, (ii) either (A) the outstanding principal balance
        of
        the Mortgage Loan with respect to each first lien Mortgage Loan or (B) with
        respect to each second lien Mortgage Loan, the sum of the outstanding principal
        balance of the first lien Mortgage Loan and the outstanding principal balance
        of
        the second lien Mortgage Loan, (iii) the amount necessary to avoid the operation
        of any co-insurance provisions with respect to the Mortgaged Property, and
        consistent with the amount that would have been required as of the date of
        origination in accordance with the Underwriting Guidelines or (iv) the amount
        necessary to fully compensate for any damage or loss to the improvements
        that
        are a part of such property on a replacement cost basis.  All such
        insurance policies contain a standard mortgagee clause naming the Company,
        its
        successors and assigns as mortgagee and all premiums thereon have been
        paid.  If the Mortgaged Property is in an area identified on a Flood
        Hazard Map or Flood Insurance Rate Map issued by the Federal Emergency
        Management Agency as having special flood hazards (and such flood insurance
        has
        been made available) a flood insurance policy meeting the requirements of
        the
        current guidelines of the Federal Insurance Administration is in effect which
        policy conforms to the requirements of FNMA and FHLMC. The Mortgage obligates
        the Mortgagor thereunder to maintain all such insurance at the Mortgagor's
        cost
        and expense, and on the Mortgagor's failure to do so, authorizes the holder
        of
        the Mortgage to maintain such insurance at Mortgagor's cost and expense and
        to
        seek reimbursement therefor from the Mortgagor;

       

      (viii)  Any
        and
        all requirements of any federal, state or local law including, without
        limitation, usury, truth in lending, real estate settlement procedures,
        predatory and abusive lending, consumer credit protection, equal credit
        opportunity, fair housing or disclosure laws applicable to the origination
        and
        servicing of mortgage loans of a type similar to the Mortgage Loans and
        applicable to any prepayment penalty associated with the Mortgage Loans at
        origination have been complied with;

       

      (ix)  The
        Mortgage has not been satisfied, cancelled, subordinated or rescinded, in
        whole
        or in part, and the Mortgaged Property has not been released from the lien
        of
        the Mortgage, in whole or in part, nor has any instrument been executed that
        would effect any such satisfaction, cancellation, subordination, rescission
        or
        release;

       

      (x)  The
        Mortgage (including any Negative Amortization which may arise thereunder)
        is a
        valid, existing and enforceable (A) first lien and first priority security
        interest with respect to each Mortgage Loan which is indicated by the Company
        to
        be a first lien (as reflected on the Mortgage Loan Schedule), or (B) second
        lien
        and second priority security interest with respect to each Mortgage Loan
        which
        is indicated by the Company to be a second lien (as reflected on the Mortgage
        Loan Schedule), in either case, on the Mortgaged Property, including all
        improvements on the Mortgaged Property subject only to (a) the lien of current
        real property taxes and assessments not yet due and payable, (b) covenants,
        conditions and restrictions, rights of way, easements and other matters of
        the
        public record as of the date of recording being acceptable to mortgage lending
        institutions generally and specifically referred to in the lender's title
        insurance policy delivered to the originator of the Mortgage Loan and which
        do
        not adversely affect the Appraised Value of the Mortgaged Property, (c) with
        respect to each Mortgage Loan which is indicated by the Company to be a second
        lien Mortgage Loan (as reflected on the Mortgage Loan Schedule) a first lien
        on
        the Mortgaged Property; and (d) other matters to which like properties are
        commonly subject which do not materially interfere with the benefits of the
        security intended to be provided by the Mortgage or the use, enjoyment, value
        or
        marketability of the related Mortgaged Property.  Any security
        agreement, chattel mortgage or equivalent document related to and delivered
        in
        connection with the Mortgage Loan establishes and creates a valid, existing
        and
        enforceable first or second lien and first or second priority security interest
        (in each case, as indicated on the Mortgage Loan Schedule) on the property
        described therein and the Company has full right to sell and assign the same
        to
        the Purchaser.  The Mortgaged Property was not, as of the date of
        origination of the Mortgage Loan, subject to a mortgage, deed of trust, deed
        to
        secure debt or other security instrument creating a lien subordinate to the
        lien
        of the Mortgage;

       

      (xi)  The
        Mortgage Note and the related Mortgage are genuine and each is the legal,
        valid
        and binding obligation of the maker thereof, enforceable in accordance with
        its
        terms;

       

      (xii)  All
        parties to the Mortgage Note and the Mortgage had legal capacity to enter
        into
        the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage,
        and the Mortgage Note and the Mortgage have been duly and properly executed
        by
        such parties.  The Mortgagor is a natural person who executed the
        related Mortgage either in an individual capacity or, provided that the related
        Mortgage is guaranteed by a natural person, as trustee for a family
        trust.  Each Mortgagor is either a U.S. citizen or a permanent
        resident alien who has the right to live and work permanently in the United
        States;

       

      (xiii)  The
        proceeds of the Mortgage Loan have been fully disbursed to or for the account
        of
        the Mortgagor and there is no obligation for the Mortgagee to advance additional
        funds thereunder and any and all requirements as to completion of any on-site
        or
        off-site improvement and as to disbursements of any escrow funds therefor
        have
        been complied with.  All costs, fees and expenses incurred in making
        or closing the Mortgage Loan and the recording of the Mortgage have been
        paid,
        and the Mortgagor is not entitled to any refund of any amounts paid or due
        to
        the Mortgagee pursuant to the Mortgage Note or Mortgage;

       

      (xiv)  As
        of the related Closing Date and
        immediately prior to the sale of the Mortgage Loan hereunder, the applicable
        Seller is the sole legal, beneficial and equitable owner of the Mortgage
        Note
        and the Mortgage and has full right to transfer and sell the Mortgage Loan
        to
        the Purchaser free and clear of any encumbrance, equity, lien, pledge, charge,
        claim or security interest;

       

      (xv)  All
        parties which have had any interest in the Mortgage Loan, whether as mortgagee,
        assignee, pledgee or otherwise, are (or, during the period in which they
        held
        and disposed of such interest, were) in compliance with any and all applicable
        “doing business” and licensing requirements of the laws of the state wherein the
        Mortgaged Property is located;

       

      (xvi)  The
        Mortgage Loan is covered by an American Land Title Association (“ALTA”) lender’s
        title insurance policy (which, in the case of an Adjustable Rate Mortgage
        Loan
        has an adjustable rate mortgage endorsement in the form of ALTA 6.0 or 6.1)
        or
        with respect to any Mortgage Loan for which the related Mortgaged Property
        is
        located in California a CLTA lender’s title insurance policy, or other generally
        acceptable form of policy or insurance acceptable to FNMA and FHLMC, issued
        by a
        title insurer acceptable to FNMA and FHLMC and qualified to do business in
        the
        jurisdiction where the Mortgaged Property is located, insuring (subject to
        the
        exceptions contained in (x)(a) and (b), and with respect to any second lien
        Mortgage Loan (c), above) the Company, its successors and assigns as to the
        first or second priority lien (as indicated on the Mortgage Loan Schedule)
        of
        the Mortgage in the original principal amount of the Mortgage Loan (including,
        if the Mortgage Loan provides for Negative Amortization, the maximum amount
        of
        Negative Amortization in accordance with the Mortgage) and, with respect
        to any
        Adjustable Rate Mortgage Loan, against any loss by reason of the invalidity
        or
        unenforceability of the lien resulting from the provisions of the Mortgage
        providing for adjustment in the Mortgage Interest Rate and Monthly Payment
        and
        Negative Amortization provisions of the Mortgage Note.  Additionally,
        such lender's title insurance policy affirmatively insures ingress and egress
        to
        and from the Mortgaged Property, and against encroachments by or upon the
        Mortgaged Property or any interest therein.  The Company is the sole
        insured of such lender's title insurance policy, and such lender’s title
        insurance policy is in full force and effect and will be in full force and
        effect upon the consummation of the transactions contemplated by this
        Agreement.  No claims have been made under such lender's title
        insurance policy, and no prior holder of the related Mortgage, including
        the
        Company, has done, by act or omission, anything which would impair the coverage
        of such lender's title insurance policy;

       

      (xvii)  As
        of the related Closing Date,
        there is no default, breach, violation or event of acceleration existing
        under the Mortgage or the Mortgage Note and no event which, with the passage
        of
        time or with notice and the expiration of any grace or cure period, would
        constitute a default, breach, violation or event of acceleration, and the
        Company has not waived any default, breach, violation or event of
        acceleration.  With respect to each second lien Mortgage Loan, as of
        the related Closing Date (i) the related first lien mortgage loan is in full
        force and effect, (ii) there is no default, breach, violation or event of
        acceleration existing under such first lien mortgage or the related mortgage
        note, (iii) no event which, with the passage of time or with notice and the
        expiration of any grace or cure period, would constitute a default, breach,
        violation or event of acceleration thereunder, (iv) either (A) the first
        lien
        mortgage contains a provision which allows or (B) applicable law requires,
        the
        mortgagee under the second lien Mortgage Loan to receive notice of, and affords
        such mortgagee an opportunity to cure any default by payment in full or
        otherwise under the first lien mortgage (v) the related first lien does not
        provide for or permit negative amortization under such first lien Mortgage
        Loan,
        and (vi) either no consent for the Mortgage Loan is required by the holder
        of
        the first lien or such consent has been obtained and is contained in the
        Mortgage File.   For purposes of the foregoing, a delinquent
        payment of less than thirty (30) days on a Mortgage Loan in and of itself
        does
        not constitute a default, breach, violation or event of acceleration (or
        an
        event which, with the passage of time or with notice and the expiration of
        any
        grace or cure period, has occurred that would constitute a default, breach,
        violation or event of acceleration) with respect to such Mortgage
        Loan;

       

      (xviii)  As
        of the
        related Closing Date, there are no mechanics' or similar liens or claims
        which
        have been filed for work, labor or material (and no rights are outstanding
        that
        under law could give rise to such lien) affecting the related Mortgaged Property
        which are or may be liens prior to, or equal or coordinate with, the lien
        of the
        related Mortgage;

       

      (xix)  All
        improvements which were considered in determining the Appraised Value of
        the
        related Mortgaged Property lay wholly within the boundaries and building
        restriction lines of the Mortgaged Property, and no improvements on adjoining
        properties encroach upon the Mortgaged Property;

       

      (xx)  The
        Mortgage Loan was originated or acquired by the Company (and if acquired
        by the
        Company, the Mortgage Loan was underwritten in all material respects with
        the
        Company’s underwriting guidelines) or by a savings and loan association, a
        savings bank, a commercial bank or similar banking institution which is
        supervised and examined by a federal or state authority, or by a mortgagee
        approved as such by the Secretary of HUD;

       

      (xxi)  Principal
        payments on the Mortgage Loan commenced no more than sixty days after the
        proceeds of the Mortgage Loan were disbursed.  The Mortgage Loan bears
        interest at the Mortgage Interest Rate.  With respect to each Mortgage
        Loan which is not a Negative Amortization Loan, the Mortgage Note is payable
        on
        the first day of each month, or such other day of each month as may be specified
        in the Mortgage Loan Schedule, in Monthly Payments, which, in the case of
        a
        Fixed Rate Mortgage Loans, are sufficient to fully amortize the original
        principal balance over the original term thereof (other than with respect
        to a
        Mortgage Loan identified on the related Mortgage Loan Schedule as an
        interest-only Mortgage Loan during the interest-only period) and to pay interest
        at the related Mortgage Interest Rate, and, in the case of an Adjustable
        Rate
        Mortgage Loan, are changed on each Adjustment Date, and in any case, are
        sufficient to fully amortize the original principal balance over the original
        term thereof (other than with respect to a Mortgage Loan identified on the
        related Mortgage Loan Schedule as an interest-only Mortgage Loan during the
        interest-only period) and to pay interest at the related Mortgage Interest
        Rate.  With respect to each Negative Amortization Mortgage Loan, the
        related Mortgage Note requires a Monthly Payment which is sufficient during
        the
        period following each Payment Adjustment Date, to fully amortize the outstanding
        principal balance as of the first day of such period (including any Negative
        Amortization) over the then remaining term of such Mortgage Note and to pay
        interest at the related Mortgage Interest Rate; provided, that the Monthly
        Payment shall not increase to an amount that exceeds 107.5% of the amount
        of the
        Monthly Payment that was due immediately prior to the Payment Adjustment
        Date;
        provided, further, that the payment adjustment cap shall not be applicable
        with
        respect to the adjustment made to the Monthly Payment that occurs in a year
        in
        which the Mortgage Loan has been outstanding for a multiple of 5 years and
        in
        any such year the Monthly Payment shall be adjusted to fully amortize the
        Mortgage Loan over the remaining term.  With respect to each Mortgage
        Loan identified on the Mortgage Loan Schedule as an interest-only Mortgage
        Loan,
        the interest-only period shall not exceed ten (10) years (or such other period
        specified on the Mortgage Loan Schedule) and following the expiration of
        such
        interest-only period, the remaining Monthly Payments shall be sufficient
        to
        fully amortize the original principal balance over the remaining term of
        the
        Mortgage Loan and to pay interest at the related Mortgage Interest
        Rate.  The Index for each Adjustable Rate Mortgage Loan is as defined
        in the related Mortgage Loan Schedule.  No Mortgage Loan is a
        Convertible Mortgage Loan;

       

      (xxii)  The
        origination, servicing and collection practices used by the Company with
        respect
        to each Mortgage Note and Mortgage including, without limitation, the
        establishment, maintenance and servicing of the Escrow Accounts and Escrow
        Payments, if any, since origination have been in all respects legal, proper,
        prudent and customary in the mortgage origination and servicing
        industry.  The Mortgage Loan has been serviced by the Company and any
        predecessor servicer in accordance with the terms of the Mortgage
        Note.  With respect to escrow deposits and Escrow Payments, if any,
        all such payments are in the possession of, or under the control of, the
        Company
        and there exist no deficiencies in connection therewith for which customary
        arrangements for repayment thereof have not been made. No escrow deposits
        or
        Escrow Payments or other charges or payments due the Company have been
        capitalized under any Mortgage or the related Mortgage Note and no such escrow
        deposits or Escrow Payments are being held by the Company for any work on
        a
        Mortgaged Property which has not been completed;

       

      (xxiii)  As
        of the related Closing Date,
        the Mortgaged Property is free of material damage and waste and there
        is
        no proceeding pending for the total or partial condemnation
        thereof;

       

      (xxiv)  The
        Mortgage and related Mortgage Note contain customary and enforceable provisions
        such as to render the rights and remedies of the holder thereof adequate
        for the
        realization against the Mortgaged Property of the benefits of the security
        provided thereby, including, (a) in the case of a Mortgage designated as
        a deed
        of trust, by trustee's sale, and (b) otherwise by judicial
        foreclosure.  Since the date of origination of the Mortgage Loan, the
        Mortgaged Property has not been subject to any bankruptcy proceeding or
        foreclosure proceeding and the Mortgagor has not filed for protection under
        applicable bankruptcy laws.  There is no homestead or other exemption
        available to the Mortgagor which would interfere with the right to sell the
        Mortgaged Property at a trustee's sale or the right to foreclose the Mortgage.
        As of the related Closing Date, the Mortgagor has not notified the Company
        and
        the Company has no knowledge of any relief requested or allowed to the Mortgagor
        under the Servicemembers’ Civil Relief Act;

       

      (xxv)  The
        Mortgage Loan was underwritten in accordance with the underwriting standards
        of
        the Company in effect at the time the Mortgage Loan was
        originated.  The Mortgage Note and Mortgage are on forms generally
        acceptable to FNMA and FHLMC;

       

      (xxvi)  The
        Mortgage Note is not and has not been secured by any collateral except the
        lien
        of the corresponding Mortgage on the Mortgaged Property and the security
        interest of any applicable security agreement or chattel mortgage referred
        to in
        (x) above;

       

      (xxvii)  The
        Mortgage File contains an appraisal of the related Mortgaged Property which
        satisfied the standards of FNMA and FHLMC, was on appraisal form 1004 or
        form
        2055 (or a form otherwise satisfactory to S&P and Moody’s) and was made and
        signed, prior to the approval of the Mortgage Loan application, by a qualified
        appraiser, duly appointed by the originator of the Mortgage Loan, who had
        no
        interest, direct or indirect in the Mortgaged Property or in any loan made
        on
        the security thereof, whose compensation is not affected by the approval
        or
        disapproval of the Mortgage Loan and who met the minimum qualifications of
        FNMA
        and FHLMC.  Each appraisal of the Mortgage Loan was made in accordance
        with the relevant provisions of the Financial Institutions Reform, Recovery,
        and
        Enforcement Act of 1989;

       

      (xxviii)  In
        the
        event the Mortgage constitutes a deed of trust, a trustee, duly qualified
        under
        applicable law to serve as such, has been properly designated and currently
        so
        serves and is named in the Mortgage, and no fees or expenses are or will
        become
        payable by the Purchaser to the trustee under the deed of trust, except in
        connection with a trustee's sale after default by the Mortgagor;

       

      (xxix)  No
        Mortgage Loan contains provisions pursuant to which Monthly Payments are
        (a)
        paid or partially paid with funds deposited in any separate account established
        by the Company, the Mortgagor, or anyone on behalf of the Mortgagor, (b)
        paid by
        any source other than the Mortgagor or (c) contains any other similar provisions
        which may constitute a “buydown” provision. The Mortgage Loan is not a graduated
        payment mortgage loan and the Mortgage Loan does not have a shared appreciation
        or other contingent interest feature;

       

      (xxx)  The
        Mortgagor has executed a statement to the effect that the Mortgagor has received
        all disclosure materials required by applicable law with respect to the making
        of fixed rate mortgage loans in the case of Fixed Rate Mortgage Loans, and
        adjustable rate mortgage loans in the case of Adjustable Rate Mortgage Loans
        and
        rescission materials with respect to Refinanced Mortgage Loans, and such
        statement is and will remain in the Mortgage File;

       

      (xxxi)  No
        Mortgage Loan was made in connection with (a) the construction or rehabilitation
        of a Mortgaged Property or (b) facilitating the trade-in or exchange of a
        Mortgaged Property;

       

      (xxxii)  The
        Company has no knowledge of any circumstances or condition with respect to
        the
        Mortgage, the Mortgaged Property, the Mortgagor or the Mortgagor's credit
        standing that can reasonably be expected to cause private institutional
        investors who routinely invest in mortgage loans similar to the Mortgage
        Loan to
        regard the Mortgage Loan to be an unacceptable investment, cause the Mortgage
        Loan to become delinquent, or adversely affect the value of the Mortgage
        Loan;

       

      (xxxiii)  No
        Mortgage Loan shall have a loan-to-value ratio in excess of 103.00% as of
        the
        origination of such Mortgage Loan based on the lesser of sales price or
        appraisal. No Mortgage Loan shall have a combined loan-to-value ratio in
        excess
        of 103.00% as of the origination of such Mortgage Loan based on the lesser
        of
        sales price or appraisal;

       

      (xxxiv)  The
        Mortgaged Property is lawfully occupied under applicable law; all inspections,
        licenses and certificates required to be made or issued with respect to all
        occupied portions of the Mortgaged Property and, with respect to the use
        and
        occupancy of the same, including but not limited to certificates of occupancy,
        have been made or obtained from the appropriate authorities;

       

      (xxxv)  No
        error,
        omission, misrepresentation, negligence, fraud or similar occurrence with
        respect to a Mortgage Loan has taken place on the part of the Company, the
        related Seller, or to the best of the Company’s knowledge, on the part of any
        other person, including without limitation the Mortgagor, any appraiser,
        any
        builder or developer, or any other party involved in the origination of the
        Mortgage Loan or in the application of any insurance in relation to such
        Mortgage Loan;

       

      (xxxvi)  The
        Assignment of Mortgage is in recordable form and (other than with respect
        to the
        blank assignee)  is acceptable for recording under the laws of the
        jurisdiction in which the Mortgaged Property is located;

       

      (xxxvii)  Any
        principal advances made to the Mortgagor prior to the related Cut-off Date
        have
        been consolidated with the outstanding principal amount secured by the Mortgage,
        and the secured principal amount, as consolidated, bears a single interest
        rate
        and single repayment term. The lien of the Mortgage securing the consolidated
        principal amount is expressly insured as having first or second (as indicated
        on
        the Mortgage Loan Schedule) lien priority by a title insurance policy, an
        endorsement to the policy insuring the mortgagee's consolidated interest
        or by
        other title evidence acceptable to FNMA and FHLMC. The consolidated principal
        amount does not exceed the original principal amount of the Mortgage Loan
        plus
        any Negative Amortization;

       

      (xxxviii)  No
        Mortgage Loan has a balloon payment feature;

       

      (xxxix)  If
        the
        Residential Dwelling on the Mortgaged Property is a condominium unit or a
        unit
        in a planned unit development (other than a de minimis planned unit development)
        such condominium or planned unit development project meets the eligibility
        requirements of FNMA and FHLMC;

       

      (xl)  With
        respect to each Mortgage Loan, the Company has fully and accurately furnished
        complete information (i.e., favorable and unfavorable) on the related borrower
        credit files to Equifax, Experian and Trans Union Credit Information Company
        on
        a monthly basis and in accordance with the Fair Credit Reporting Act and
        its
        implementing regulations, and, for each Mortgage Loan, the Company will furnish,
        in accordance with the Fair Credit Reporting Act and its implementing
        regulations, accurate and complete information on its borrower credit files
        to
        Equifax, Experian, and Trans Union Credit  Information Company, on a
        monthly basis;

       

      (xli)  The
        source of the down payment with respect to each Mortgage Loan has been fully
        verified by the Company, if applicable, in accordance with the Company’s
        underwriting guidelines;

       

      (xlii)  Interest
        on each Mortgage Loan is calculated on the basis of a 360-day year consisting
        of
        twelve 30-day months;

       

      (xliii)  The
        Company shall, at its own expense, cause each Mortgage Loan to be covered
        by a
        Tax Service Contract which is assignable to the Purchaser or its designee;
        provided however, that if the Company fails to purchase such Tax Service
        Contract, the Company shall be required to reimburse the Purchaser for all
        costs
        and expenses incurred by the Purchaser in connection with the purchase of
        any
        such Tax Service Contract;

       

      (xliv)  Each
        Mortgage Loan is covered by a Flood Zone Service Contract which is assignable
        to
        the Purchaser or its designee or, for each Mortgage Loan not covered by such
        Flood Zone Service Contract, the Company agrees to purchase such Flood Zone
        Service Contract;

       

      (xlv)  As
        of the
        related Closing Date. the Mortgaged Property is in material compliance with
        all
        applicable environmental laws pertaining to environmental hazards including,
        without limitation, asbestos, and neither the Company nor, to the Company’s
        knowledge, the related Mortgagor, has received any notice of any violation
        or
        potential violation of such law;

       

      (xlvi)  No
        Mortgage Loan is (a)(1) subject to the provisions of the Homeownership and
        Equity Protection Act of 1994 as amended (“HOEPA”) or (2) has an “annual
        percentage rate” or “total points and fees” (as each such term is defined under
        HOEPA) payable by the Mortgagor that equal or exceed the applicable thresholds
        defined under HOEPA (as defined in 12 CFR 226.32 (a)(1)(i) and (ii)), (b)
        a
“high cost” mortgage loan, “covered” mortgage loan, “high risk home” mortgage
        loan,  or “predatory” mortgage loan or any other comparable term, no
        matter how defined under any federal, state or local law, (c) subject to
        any
        comparable federal, state or local statutes or regulations, or any other
        statute
        or regulation providing for heightened regulatory scrutiny or assignee liability
        to holders of such mortgage loans, or (d) a High Cost Loan or Covered Loan,
        as
        applicable (as such terms are defined in the current Standard & Poor’s
        LEVELS® Glossary Revised, Appendix E);

       

      (xlvii)  No
        predatory, abusive, or deceptive lending practices, including but not limited
        to, the extension of credit to a mortgagor without regard for the mortgagor’s
        ability to repay the Mortgage Loan and the extension of credit to a mortgagor
        which has no apparent benefit to the mortgagor, were employed in connection
        with
        the origination of the Mortgage Loan.  Each Mortgage Loan (other than with respect to
        the points
        and fees threshold in connection with Mortgage Loans that are not Points
        and
        Fees Eligible Loans and escrow payment requirements) is in compliance
        with the anti-predatory lending eligibility for purchase requirements of
        the
        FNMA Guides;

       

      (xlviii)  Unless
        otherwise provided in the related Mortgage Loan Schedule, the debt-to-income
        ratio of the related Mortgagor was not greater than 65% at the origination
        of
        the related Mortgage Loan;

       

      (xlix)  No
        Mortgagor was required to purchase any credit insurance product (e.g., life,
        mortgage, disability, accident, unemployment or health insurance product)
        or
        debt cancellation agreement as a condition of obtaining the extension of
        credit.  No Mortgagor obtained a prepaid single premium credit
        insurance policy (e.g., life, mortgage, disability, accident, unemployment
        or
        health insurance product) or debt cancellation agreement in connection with
        the
        origination of the Mortgage Loan.  No proceeds from any Mortgage Loan
        were used to purchase single premium credit insurance policies or debt
        cancellation agreements as part of the origination of, or as a condition
        to
        closing, such Mortgage Loan;

       

      (l)  The
        Mortgage Loans were not selected from the outstanding fixed rate or
        adjustable-rate one to four-family mortgage loans in the Company’s portfolio at
        the related Cut-off Date as to which the representations and warranties set
        forth in this Agreement could be made in a manner so as to affect adversely
        the
        interests of the Purchaser;

       

      (li)  The
        Mortgage contains an enforceable provision for the acceleration of the payment
        of the unpaid principal balance of the Mortgage Loan in the event that the
        Mortgaged Property is sold or transferred without the prior written consent
        of
        the mortgagee thereunder;

       

      (lii)  The
        Mortgage Loan complies with all applicable consumer credit statutes and
        regulations, including, without limitation, the respective Uniform Consumer
        Credit Code laws in effect in Alabama, Colorado, Idaho, Indiana, Iowa, Kansas,
        Maine, Oklahoma, South Carolina, Utah, West Virginia and Wyoming, has been
        originated by a properly licensed entity, and in all other respects, complies
        with all of the material requirements of any such applicable laws;

       

      (liii)  The
        information set forth in the Prepayment Charge Schedule is complete, true
        and
        correct in all material respects and each Prepayment Charge is permissible,
        enforceable and collectable under applicable federal and state law in effect
        at
        the time of origination;

       

      (liv)  The
        Mortgage Loan was not prepaid in full prior to the related Closing Date and
        the
        Company has not received notification from a Mortgagor that a prepayment
        in full
        shall be made after the Closing Date;

       

      (lv)  No
        Mortgage Loan is secured by cooperative housing, commercial property or mixed
        use property;

       

      (lvi)  Any
        Mortgaged Property that is considered manufactured housing shall be legally
        classified as real property, is permanently affixed to a foundation and must
        assume that characteristics of site-built housing and must otherwise conform
        to
        the requirements (A) for inclusion in residential mortgage backed securities
        transactions rated by S&P and (B) of Fannie Mae and Freddie Mac, including,
        but not limited to, the requirements that (i) the related Note or contract,
        as
        applicable, be secured by a “single family residence” within the meaning of
        Section 25(e)(10) of the Code, (ii) the fair market value of the manufactured
        home securing each related Note or contract, as applicable, was at least
        equal
        to 80% of the original principal balance of such Note or contract, as
        applicable, and (iii) each related Note or contract, as applicable, is a
        “qualified mortgage” under Section 860G(a)(3) of the Code;

       

      (lvii)  Each
        Mortgage Loan is eligible for sale in the secondary market or for inclusion
        in a
        Securitization Transaction without unreasonable credit enhancement;

       

      (lviii)  All
        points and fees related to each Mortgage Loan were disclosed in writing to
        the
        related Mortgagor in accordance with applicable state and federal laws and
        regulations.  Except as otherwise noted on the Mortgage Loan Schedule,
        no related Mortgagor was charged “points and fees” (whether or not financed) in
        an amount greater than (a) $1,000 or (b) 5% of the principal amount of such
        loan, whichever is greater, such 5% limitation is calculated in accordance
        with
        Fannie Mae’s anti-predatory lending requirements as set forth in the Fannie Mae
        Guides.  For purposes of this representation, “points and fees” (a)
        include origination, underwriting, broker and finder’s fees and other charges
        that the lender imposed as a condition of making the loan, whether they are
        paid
        to the lender or a third party, and (b) exclude bona fide discount points,
        fees
        paid for actual services rendered in connection with the origination of the
        mortgage (such as attorneys’ fees, notaries fees and fees paid for property
        appraisals, credit reports, surveys, title examinations and extracts, flood
        and
        tax certifications, and home inspections); the cost of mortgage insurance
        or
        credit-risk price adjustments; the costs of title, hazard, and flood insurance
        policies; state and local transfer taxes or fees; escrow deposits for the
        future
        payment of taxes and insurance premiums; and other miscellaneous fees and
        charges, which miscellaneous fees and charges, in total, do not exceed 0.25
        percent of the loan amount.  All points, fees and charges (including
        finance charges) and whether or not financed, assessed, collected or to be
        collected in connection with the origination and servicing of each Mortgage
        Loan
        were disclosed in writing to the related  Mortgagor  in
        accordance with applicable state and federal laws and regulations;

       

      (lix)  Except
        as
        set forth on the related Mortgage Loan Schedule, none of the Mortgage Loans
        are
        subject to a Prepayment Charge.  With respect to any Mortgage Loan
        that contains a provision permitting imposition of a premium upon a prepayment
        prior to maturity: (a) the Mortgage Loan provides some benefit to the Mortgagor
        (e.g. a rate or fee reduction) in exchange for accepting such Prepayment
        Charge;
        (b) the Mortgage Loan’s originator had a written policy of offering the
        Mortgagor, or requiring third-party brokers to offer the Mortgagor, the option
        of obtaining a Mortgage Loan that did not require payment of such a Prepayment
        Charge; (c) the Prepayment Charge was adequately disclosed to the Mortgagor
        pursuant to applicable state and federal law; (d) no Mortgage Loan originated
        on
        or after October 1, 2002 provides for prepayment penalties for a term in
        excess
        of three years and no Mortgage Loan originated prior to such date provides
        for
        prepayment penalties for a term in excess of five years; and (e) such Prepayment
        Charge shall not be imposed in any instance where the Mortgage Loan is
        accelerated or paid off in connection with the workout of a delinquent Mortgage
        or due to the Mortgagor’s default, notwithstanding that the terms of the
        Mortgage Loan or state or federal law might permit the imposition of such
        Prepayment Charge;

       

      (lx)  The
        Company has complied with all applicable anti-money laundering laws and
        regulations, including without limitation the Bank Secrecy Act, as amended
        by
        the USA Patriot Act of 2001 (collectively, the “Anti-Money Laundering Laws”);
        the Company has established an anti-money laundering compliance program as
        required by the Anti-Money Laundering Laws, has conducted the requisite due
        diligence in connection with the origination of each Mortgage Loan for purposes
        of the Anti-Money Laundering Laws, including with respect to the legitimacy
        of
        the applicable Mortgagor and the origin of the assets used by the said Mortgagor
        to purchase the property in question, and maintains, and will maintain,
        sufficient information to identify and verify the identification of the
        applicable Mortgagor for purposes of the Anti-Money Laundering
        Laws.  No Mortgage Loan is subject to nullification pursuant to
        Executive Order 13224 (the “Executive Order”) or the regulations promulgated by
        the Office of Foreign Assets Control of the United States Department of the
        Treasury (the “OFAC Regulations”) or in violation of the Executive Order or the
        OFAC Regulations, and no Mortgagor is subject to the provisions of such
        Executive Order or the OFAC Regulations nor listed as a “specially designated
        national or blocked person” for purposes of the OFAC Regulations;

       

      (lxi)  No
        Mortgage Loan is secured by real property or secured  by a
        manufactured home located in the state of Georgia unless (x) such Mortgage
        Loan
        was originated prior to October 1, 2002 or after March 6, 2003, or (y) the
        property securing the Mortgage Loan is not, nor will be, occupied by the
        Mortgagor as the Mortgagor’s principal dwelling.  No Mortgage Loan is
        a “High Cost Home Loan” as defined in the Georgia Fair Lending Act, as amended
        (the “Georgia Act”).   Each Mortgage Loan that is a “Home Loan”
under the Georgia Act complies with all applicable provisions of the Georgia
        Act. No Mortgage Loan subject to the Georgia Act and secured by owner occupied
        real property or an owner occupied manufactured home located in the State
        of
        Georgia was originated (or modified) on or after October 1, 2002 through
        and
        including March 6, 2003;

       

      (lxii)  The
        Mortgagor was not encouraged or required to select a mortgage loan product
        offered by the Mortgage Loan’s originator which is a higher cost product
        designed for less creditworthy borrowers, taking into account such facts
        as,
        without limitation, the Mortgage Loan’s requirements and the Mortgagor’s credit
        history, income, assets and liabilities.  If the Mortgagor sought
        financing through the mortgage loan originator’s higher-priced subprime lending
        channel, the Mortgagor was directed towards or offered the mortgage loan
        originator’s standard mortgage line if the Mortgagor was able to qualify for one
        of the standard products.  If, at the time of loan application, the
        Mortgagor may have qualified for a lower cost credit product then offered
        by any
        mortgage lending affiliate of the Mortgage Loan’s originator, the Mortgage
        Loan’s originator referred the Mortgagor’s application to such affiliate for
        underwriting consideration;

       

      (lxiii)  The
        methodology used in underwriting the extension of credit for each Mortgage
        Loan
        did not rely solely on the extent of the Mortgagor’s equity in the collateral as
        the principal determining factor in approving such extension of credit. The
        methodology employed related objective criteria such as the Mortgagor’s income,
        assets, and liabilities to the proposed mortgage payment and, based on such
        methodology, the Mortgage Loan’s originator made a reasonable determination that
        at the time of origination the Mortgagor had the ability to make timely payments
        on the Mortgage Loan;

       

      (lxiv)  With
        respect to any Mortgage Loan which is secured by manufactured housing, such
        Mortgage Loan satisfies the requirements for inclusion in residential mortgage
        backed securities transactions rated by Standard & Poor's Ratings Services
        and such manufactured housing will be the principal residence of the Mortgagor
        upon the origination of the Mortgage Loan.  With respect to any second
        lien Mortgage Loan, such lien is on a one-to four-family residence that is
        (or
        will be) the principal residence of the Mortgagor upon the origination of
        the
        second lien Mortgage Loan;

       

      (lxv)  No
        Mortgage Loan (a) is secured by property located in the State of New York;
        (b)
        had an unpaid principal balance at origination of $300,000 or less, and (c)
        has
        an application date on or after April 1, 2003, the terms of which Mortgage
        Loan
        equal or exceed either the APR or the points and fees threshold for “high-cost
        home loans”, as defined in Section 6-1 of the New York State Banking
        Law;

       

      (lxvi)  The
        Company will transmit full-file credit reporting data for each Mortgage Loan
        pursuant to Fannie Mae Guide Announcement 95-19 and for each Mortgage Loan,
        Company agrees it shall report one of the following statuses each month as
        follows: new origination, current, delinquent (30-, 60-, 90-days, etc.),
        foreclosed, or charged-off;

       

      (lxvii)  No
        Mortgage Loan is a “High-Cost” loan as defined under the New York Banking Law
        Section 6-1, effective as of April 1, 2003;

       

      (lxviii)  No
        Mortgage Loan is a “High Cost Home Loan” as defined in the Arkansas Home Loan
        Protection Act effective July 16, 2003 (Act 1340 or 2003);

       

      (lxix)  No
        Mortgage Loan is a “High Cost Home Loan” as defined in the Kentucky high-cost
        loan statute effective June 24, 2003 (Ky. Rev. Stat.
        Section 360.100);

       

      (lxx)  No
        Mortgage Loan secured by property located in the State of Nevada is a “home
        loan” as defined in the Nevada Assembly Bill No. 284;

       

      (lxxi)  No
        Mortgage Loan is a “manufactured housing loan” or “home improvement home loan”
pursuant to the New Jersey Home Ownership Act.  No Mortgage Loan is a
“High-Cost Home Loan” or a refinanced “Covered Home Loan,” in each case, as
        defined in the New Jersey Home Ownership Act effective November 27, 2003
        (N.J.S.A. 46;10B-22 et seq.);

       

      (lxxii)  Each
        Mortgage Loan constitutes a “qualified mortgage” under
        Section 860G(a)(3)(A) of the Code and Treasury Regulation
        Section 1.860G-2(a)(1);

       

      (lxxiii)  No
        Mortgage Loan is a subsection 10 mortgage under the Oklahoma Home Ownership
        and
        Equity protection Act;

       

      (lxxiv)  No
        Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
        Protection Act effective January 1, 2004 (N.M. Stat. Ann. §§ 58-21A-1 et
        seq.);

       

      (lxxv)  No
        Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
        Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
        seq.).  If applicable to the related Mortgage Loan, each Mortgage Loan
        secured by a property located within the Cook County, Illinois anti-predatory
        lending Pilot Program area (i.e., ZIP Codes 60620, 60621, 60623, 60628, 60629,
        60632, 60636, 60638, 60643 and 60652) complies with the recording requirements
        outlined in Illinois House Bill 4050 and Senate Bill 304 effective September
        1,
        2006;

       

      (lxxvi)  No
        Loan
        that is secured by property located within the State of Maine meets the
        definition of a (i) “high-rate, high-fee” mortgage loan under Article VIII,
        Title 9-A of the Maine Consumer Credit Code or (ii) “High-Cost Home Loan” as
        defined under the Maine House Bill 383 L.D. 494, effective as of September
        13,
        2003;

       

      (lxxvii)  No
        Loan
        is a “High Cost Home Loan” governed by the Indiana Home Loan Practices Act,
        effective January 1, 2006 (Ind. Code Ann. §§ 24-9-1 et seq.);

       

      (lxxviii)  The
        Mortgagor has not made or caused to be made any payment in the nature of
        an
“average” or “yield spread premium” to a mortgage broker or a like Person which
        has not been fully disclosed to the Mortgagor;

       

      (lxxix)  With
        respect to each MOM Loan, a MIN has been assigned by MERS and such MIN is
        accurately provided on the Mortgage Loan Schedule.  The related
        Assignment of Mortgage to MERS has been duly and properly recorded, or has
        been
        delivered for recording to the applicable recording office;

       

      (lxxx)  With
        respect to each MOM Loan, Company has not received any notice of liens or
        legal
        actions with respect to such Mortgage Loan and no such notices have been
        electronically posted by MERS;

       

      (lxxxi)  With
        respect to each second lien Mortgage Loan, (i) if the related first lien
        provides for negative amortization, the CLTV was calculated at the maximum
        principal balance of such first lien that could result upon application of
        such
        negative amortization feature, and (ii) either no consent for the Mortgage
        Loan
        is required by the holder of the first lien or such consent has been obtained
        and is contained in the Mortgage File;

       

      (lxxxii)   With
        respect to any Mortgage Loan originated on or after August 1, 2004, no Mortgagor
        agreed to submit to arbitration to resolve any dispute arising out of or
        relating in any way to the Mortgage Loan transaction.  No Mortgage
        Loan is subject to any mandatory arbitration;

       

      (lxxxiii)  No
        Mortgage Loan is a “High-Cost
        Home Mortgage Loan” as defined in the Massachusetts Predatory Home Loan
        Practices Act,
        effective November 7, 2004 (Mass. Ann. Laws Ch. 183C).  If any
        Mortgage Loan secured by a Mortgaged Property located in the Commonwealth
        of
        Massachusetts was made to pay off or refinance an existing loan or other
        debt of
        the related borrower (as the term “borrower” is defined in the regulations
        promulgated by the Massachusetts Secretary of State in connection with
        Massachusetts House Bill 4880 (2004)) unless either (1) (a) the related Mortgage
        Interest Rate (that would be effective once the introductory rate expires,
        with
        respect to Adjustable Rate Mortgage Loans) did or would not exceed by more
        than
        2.25% the yield on United States Treasury securities having comparable periods
        of maturity to the maturity of the related Mortgage Loan as of the fifteenth
        day
        of the month immediately preceding the month in which the application for
        the
        extension of credit was received by the related lender or (b) the Mortgage
        Loan
        is an “open-end home loan” (as such term is used in the Massachusetts House Bill
        4880 (2004)) and the related Mortgage Note provides that the related Mortgage
        Interest Rate may not exceed at any time the Prime rate index as published
        in
        The Wall Street Journal plus a margin of one percent, or (2) such Mortgage
        Loan
        is in the "borrower's interest," as documented by a "borrower's interest
        worksheet" for the particular Mortgage Loan, which worksheet incorporates
        the
        factors set forth in Massachusetts House Bill 4880 (2004) and the regulations
        promulgated thereunder for determining "borrower's interest," and otherwise
        complies in all material respects with the laws of the Commonwealth of
        Massachusetts;

       

      (lxxxiv)  The
        sale
        or transfer of the Mortgage Loan by the Seller complies with all applicable
        federal, state, and local laws, rules, and regulations governing such sale
        or
        transfer, including, without limitation, the Fair and Accurate Credit
        Transactions Act (“FACT Act”) and the Fair Credit Reporting Act, each as may be
        amended from time to time, and the Seller has not received any actual or
        constructive notice of any identity theft, fraud, or other misrepresentation
        in
        connection with such Mortgage Loan or any party thereto;

       

      (lxxxv)   In
        connection with the origination of any Mortgage Loan secured by a Mortgaged
        Property in the State of Ohio which closed on or after January 1, 2007 and
        which
        was originated pursuant to a no income/no asset documentation program or
        any
        other program pursuant to which the related Mortgagor was not required to
        disclose income, a reasonable determination was made that the related Mortgagor
        was able to repay such Mortgage Loan.   Each Mortgage Loan
        secured by a Mortgaged Property in the State of Ohio which closed on or after
        January 1, 2007, was originated in compliance with the Ohio Consumer Sales
        Practices Act (Oh. Rev. Stat. 1345.01 et seq.) and the regulations promulgated
        thereunder and was made only after reasonable and appropriate methods were
        used
        to determine the borrower's repayment ability, including without limitation,
        employment verification for stated income loans, which have been properly
        documented and verified; and

       

      (lxxxvi)  The
        Mortgage Loan is secured by a Residential Dwelling.  None of the
        Mortgage Loans is secured by a multifamily, commercial, industrial, agricultural
        or undeveloped property. Unless otherwise set forth on the Mortgage Loan
        Schedule, none of the Mortgage Loans is secured by a condotel unit or by
        a
        condominium unit that is part of a condominium development that operates
        as, or
        holds itself out to be, a condominium hotel, regardless of whether the unit
        itself is being used as a condotel unit.

       

       

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

     

    MORTGAGE
      LOAN SCHEDULE

     

    


    Available
      Upon Request


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

     

    REQUEST
      FOR RELEASE

     

    To:          [Address
      for Custodian: Mortgage Document Custody

    Wells
      Fargo Corporate Trust Services

    24
      Executive Park, Suite 100

    Irvine,
      California 92614]

    


     

    
      	
               

            	
              Re:

            	
              Pooling
                and Servicing Agreement, dated as of October 1, 2007, among Wells
                Fargo
                Bank, N.A. as the Trustee, Option One Mortgage Corporation as Servicer
                and
                Financial Asset Securities Corp. as the
                Depositor

            


    

     

    In
      connection with the administration of the Mortgage Loans included in the Trust
      Fund established pursuant to the Pooling and Servicing Agreement dated as of
      October 1, 2007, among Financial Asset Securities Corp. as Depositor, Option
      One
      Mortgage Corporation, as Servicer, and Wells Fargo Bank, N.A., a national
      banking association, as Trustee and held by you as Custodian pursuant to the
      above-captioned Pooling and Servicing Agreement, we request the release, and
      hereby acknowledge receipt of the Custodial File for the Mortgage Loan described
      below, for the reason indicated.

     

    Mortgage
      Loan Number:

     

    Mortgagor
      Name, Address & Zip Code:

     

    Reason
      for Requesting Documents (check one):

     

    
      	
              _________1.

               

            	
              Mortgage
                Paid in Full

               

            
	
              _________2.

               

            	
              Foreclosure

               

            
	
              _________3.

               

            	
              Substitution

               

            
	
              _________4.

               

            	
              Other
                Liquidation (Repurchases, etc.)

               

            
	
              _________5.

               

            	
              Nonliquidation                                Reason:_____________________

               

            


    

    Address
      to which Trustee should deliver the
      Custodial File:

     

    
      	
               

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


     

    
      	 	
              By:

            	 
	 	 	
              (authorized
                signer)

            
	 	
              Issuer:

            	 
	 	
              Address:

            	 
	 	
              Date:

            	 


    

    


     

    Custodian

    


    Wells
      Fargo Bank, N.A.

    


    Please
      acknowledge the execution of the above request by your signature and date
      below:

     

    
      	
              ____________________________

               

            	
              __________________

               

            
	
               Signature

               

            	
              Date

               

            
	
              Documents
                returned to Custodian:

               

            	 
	
              ______________________________

               

            	
              __________________

               

            
	
               Custodian

               

            	
              Date

               

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F-1

     

    [FORM
      OF
      TRUSTEE’S INITIAL CERTIFICATION

     

     

    
      	 	 	
              October
                __, 2007

            	 


    

     

    Financial
      Asset Securities Corp.

    600
      Steamboat Road

    Greenwich,
      Connecticut 06830

     

    
      	
               

            	
              Re:

            	
              Pooling
                and Servicing Agreement dated as of October 1, 2007,
                among

            


    

    
      	
               

            	
              Financial
                Asset Securities Corp. as Depositor, Option One
                Mortgage

            


    

    
      	
               

            	
              Corporation,
                as Servicer, and Wells Fargo Bank, N.A., a national banking association,
                as Trustee

            


    

     

    Ladies
      and Gentlemen:

     

    Attached
      is the Trustee’s preliminary exception report delivered in accordance with
      Section 2.02 of the referenced Pooling and Servicing Agreement (the “Pooling and
      Servicing Agreement”). Capitalized terms used but not otherwise defined herein
      shall have the meanings set forth in the Pooling and Servicing
      Agreement.

     

    The
      Trustee has made no independent examination of any documents contained in each
      Mortgage File beyond the review specifically required in the Pooling and
      Servicing Agreement. The Trustee makes no representations as to (i) the
      validity, legality, sufficiency, enforceability or genuineness of any of the
      documents contained in the Mortgage File pertaining to the Mortgage Loans
      identified on the Mortgage Loan Schedule, (ii) the collectability, insurability,
      effectiveness or suitability of any such Mortgage Loan or (iii) whether any
      Mortgage File includes any of the documents specified in clause (vi) of Section
      2.01 of the Pooling and Servicing Agreement.

     

    
      	 	
              WELLS
                FARGO BANK, N.A.

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:]

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [FORM
      OF
      CUSTODIAN’S INITIAL CERTIFICATION

     

    
      
        	 	 	
                _____,
                  2007

              	 


      

    

     

    Trust
      Receipt #: ____

    Original
      Principal Balance of the Mortgage Loans:$_______

    


    
      	
              Wells
                Fargo Bank, N.A.,

              9062
                Old Annapolis Road

              Columbia,
                Maryland 21045

               

            	
              Financial
                Asset Securities Corp.

              600
                Steamboat Road

              Greenwich,
                Connecticut 08630

            
	
              Greenwich
                Capital Markets, Inc.

              600
                Steamboat Road

              Greenwich,
                Connecticut 08630

            	 


    

    


    
      	
               

            	
              Re:

            	
              Pooling
                and Servicing Agreement dated as of October 1, 2007,
                among

            


    

    
      	
               

            	
              Financial
                Asset Securities Corp. as Depositor, Option One
                Mortgage

            


    

    
      	
               

            	
              Corporation,
                as Servicer, and Wells Fargo Bank, N.A., as
                Trustee

            


    

    


    Ladies
      and Gentlemen:

    


    In
      accordance with the provisions of the above-referenced Pooling and Servicing
      Agreement, the undersigned, as the Custodian, hereby certifies that it is
      holding the Mortgage Loans identified on the schedule attached hereto for the
      exclusive benefit of the Trustee pursuant to the terms and conditions of the
      Pooling and Servicing Agreement, and it has received a Custodial File with
      respect to each such Mortgage Loan (other than any Mortgage Loan specifically
      identified on the exception report attached hereto) and that with respect to
      each such Mortgage Loan: (i) all documents required to be delivered to it
      pursuant to Section 2.01 of this Agreement are in its possession, (ii) such
      documents have been reviewed by it and have not been mutilated, damaged or
      torn
      and appear on their face to relate to such Mortgage Loan and (iii) based on
      its
      examination and only as to the foregoing, the information set forth in the
      Mortgage Loan Schedule that corresponds to items (1) and (3) of the definition
      of “Mortgage Loan Schedule” in the Pooling and Servicing Agreement accurately
      reflects information set forth in the Custodial File.

     

    The
      Custodian hereby confirms that it is holding each such Custodial File as agent
      and bailee of and custodian for the exclusive use and benefit of the Trustee
      pursuant to the terms of the Pooling and Servicing Agreement.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Capitalized
      terms used herein shall have the meaning ascribed to them in the Pooling and
      Servicing Agreement.

     

    
      	 	
              WELLS
                FARGO BANK, N.A.

              (Custodian)

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:]

            	 


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F-2

     

    [FORM
      OF
      TRUSTEE’S FINAL CERTIFICATION

     

    
      
        
          	 	 	 	 
	 	 	[Date]	 


        

      

    

     

    Financial
      Asset Securities Corp.

    600
      Steamboat Road

    Greenwich,
      Connecticut 06830

     

    
      	
              Re:

            	
              Pooling
                and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as
                of October 1, 2007 among Financial Asset Securities Corp., as Depositor,
                Option One Mortgage Corporation, as Servicer and Wells Fargo Bank,
                N.A.,
                as Trustee with respect to Soundview Home Loan Trust 2007-OPT5,
                Asset-Backed Certificates, Series
                2007-OPT5

            


    

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section 2.02 of the Pooling and Servicing Agreement, the
      undersigned, as Trustee, hereby certifies that as to each Mortgage Loan listed
      in the Mortgage Loan Schedule (other than any Mortgage loan paid in full or
      listed on Schedule I hereto) it (or its custodian) has received the applicable
      documents listed in Section 2.01 of the Pooling and Servicing
      Agreement.

     

    The
      undersigned hereby certifies that as to each Mortgage Loan identified on the
      Mortgage Loan Schedule, other than any Mortgage Loan listed on Schedule I
      hereto, it has reviewed the documents listed above and has determined that
      each
      such document appears to be complete and, based on an examination of such
      documents, the information set forth in items 1, 3, 10, 11 and 15 of the
      definition of Mortgage Loan Schedule in the Pooling and Servicing Agreement
      accurately reflects information in the Mortgage File.

     

    Capitalized
      words and phrases used herein shall have the respective meanings assigned to
      them in the Pooling and Servicing Agreement. This Certificate is qualified
      in
      all respects by the terms of said Pooling and Servicing Agreement.

     

    
      	 	
              WELLS
                FARGO BANK, N.A.

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:]

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    [FORM
      OF
      CUSTODIAN’S FINAL CERTIFICATION

    


    TRUST
      RECEIPT # ___

    
       

      
        
          	 	 	
                  _____,
                    2006

                	 


        

      

    

     

    Aggregate
      Amount of Mortgage Loans: _____

    Original
      Principal Balance of Aggregate Mortgage Loans: __________

    


    
      	
              Wells
                Fargo Bank, N.A.,

              9062
                Old Annapolis Road

              Columbia,
                Maryland 21045

               

            	
              Financial
                Asset Securities Corp.

              600
                Steamboat Road

              Greenwich,
                Connecticut 08630

            
	
              Greenwich
                Capital Markets, Inc.

              600
                Steamboat Road

              Greenwich,
                Connecticut 08630

            	 


    

    
      	
               

            	 


    

    
      	
               

            	
              Re:

            	
              Pooling
                and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as
                of October 1, 2007 among Financial Asset Securities Corp., as Depositor,
                Option One Mortgage Corporation, as Servicer and Wells Fargo Bank,
                N.A.,
                as Trustee

            


    

    


    Ladies
      and Gentlemen:

    


    In
      accordance with the provisions of the above-referenced Pooling and Servicing
      Agreement, the undersigned, as the Custodian, hereby certifies that as to each
      Mortgage Loan listed on the Mortgage Loan Schedule (other than any Mortgage
      Loan
      paid in full or any Mortgage Loan listed on the attachment hereto) it has
      reviewed the Custodial Files and has determined that (i) all documents required
      to be delivered to it pursuant to Section 2.01 of the Pooling and Servicing
      Agreement are in its possession and to the extent provided in the Custodial
      Files paragraph of the Pooling and Servicing Agreement are in its possession;
      (ii) such documents have been reviewed by it and appear regular on their face
      and relate to such Mortgage Loan; (iii) based on its examination and only as
      to
      the foregoing documents, the information set forth in items (1) and (3) of
      the
      definition of “Mortgage Loan Schedule” in the Pooling and Servicing Agreement
      accurately reflects information set forth in the Custodial File; and (iv) each
      Mortgage Note has been endorsed as provided in Section 2.01 the Pooling and
      Servicing Agreement and each Mortgage has been assigned in accordance with
      Section 2 of the Pooling and Servicing Agreement. The Custodian makes no
      representations as to (i) the validity, legality, enforceability, sufficiency,
      due authorization or genuineness of any of the documents contained in each
      Custodial File or of any of the Mortgage Loans or (ii) the collectability,
      insurability, effectiveness or suitability of any such Mortgage
      Loan.

     

    The
      Custodian hereby confirms that it is holding each such Custodial File as agent
      and bailee of, and custodian for the exclusive use and benefit, and subject
      to
      the sole direction, of the Trustee pursuant to the terms and conditions of
      the
      Pooling and Servicing Agreement.Capitalized terms used herein shall have the
      meaning ascribed to them in the Pooling and Servicing Agreement.

     

    
      	 	
              WELLS
                FARGO BANK, N.A.

              (Custodian)

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title]

            	 


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      F-3

     

    FORM
      OF
      RECEIPT OF MORTGAGE NOTE

     

     

    Financial
      Asset Securities Corp.

    600
      Steamboat Road

    Greenwich,
      Connecticut 06830

     

    
      	
               

            	
              Re:

            	
              Soundview
                Home Loan Trust 2007-OPT5,

            


    

    
      	
               

            	
              Asset-Backed
                Certificates Series 2007-OPT5

            


    

     

    Ladies
      and Gentlemen:

     

    Pursuant
      to Section 2.01 of the Pooling and Servicing Agreement, dated as of October
      1,
      2007, among Wells Fargo Bank, N.A. as the Trustee, Option One Mortgage
      Corporation as Servicer and Financial Asset Securities Corp. as the Depositor,
      we hereby acknowledge the receipt of the original Mortgage Notes with any
      exceptions thereto listed on Exhibit 2.

    


    
      	 	
              WELLS
                FARGO BANK, N.A.

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      G

     

    
      CAP
        ALLOCATION AGREEMENT

       

      This
        Cap
        Allocation Agreement, dated as of October 30, 2007 (this “Agreement”), between
        Wells Fargo Bank, N.A. (“Wells Fargo”), as cap trustee for the cap trust (in
        such capacity, the “Cap Trustee”) and as trustee under the Pooling and Servicing
        Agreement, as hereinafter defined (in such capacity, the “Trustee”) and
        Greenwich Capital Financial Products, Inc. (“GCFP”).

       

      WHEREAS,
        Wells Fargo, on behalf of a separate trust established hereunder which holds
        an
        Interest Rate Cap Agreement (the “Cap Agreement”), a copy of which is attached
        hereto as Exhibit A, between the Cap Trustee, on behalf of the Cap Trust
        and
        Bear Stearns Financial Products Inc. (the “Cap Provider”) is a counterparty to
        the Cap Agreement; and

       

      WHEREAS,
        it is desirable to irrevocably appoint the Cap Trustee, and the Cap Trustee
        desires to accept such appointment, to receive and distribute funds payable
        by
        the Cap Provider to the Cap Trustee, on behalf of the Cap Trust under the
        Cap
        Agreement as provided herein;

       

      NOW,
        THEREFORE, in consideration of the mutual covenants contained herein, and
        for
        other good and valuable consideration, the receipt and adequacy of which
        are
        hereby acknowledged, the parties agree as follows:

       

      1.  Definitions.  Capitalized
        terms used but not otherwise defined herein shall have the respective meanings
        assigned thereto in the Pooling and Servicing Agreement, dated as of October
        1,
        2007 (the “Pooling and Servicing Agreement”), among Financial Asset Securities
        Corp., as Depositor, Option One Mortgage Corporation, as servicer and the
        Trustee, relating to the Soundview Home Loan Trust 2007-OPT5 (the “Trust”),
        Asset-Backed Certificates, Series 2007-OPT5 (the “Certificates”), or in the
        related Indenture as the case may be, as in effect on the date
        hereof.

       

      2.  Cap
        Trust.  There is hereby established a separate trust (the “Cap
        Trust”), into which the Cap Trustee shall deposit the Cap
        Agreement.  The Cap Trust shall be maintained by the Cap
        Trustee.  The sole assets of the Cap Trust shall be the Cap Agreement
        and the Cap Trust Account.

       

      3.  Cap
        Trustee.

       

      (a)  The
        Cap
        Trustee, on behalf of the Cap Trust, is hereby irrevocably appointed to receive
        all funds paid to the Cap Trustee by the Cap Provider, or its successors
        in
        interest under the Cap Agreement (including any Cap Termination Payment)
        and the
        Cap Trustee accepts such appointment and hereby agrees to receive such amounts,
        deposit such amounts into the Cap Trust Account and to distribute on each
        Distribution Date such amounts in the following order of priority:

       

      (i)  first,
        for deposit into the Cap Account (established under the Pooling and Servicing
        Agreement), an amount equal to the sum of the following amounts remaining
        outstanding after distribution of the Net Monthly Excess Cashflow and any
        Net
        Swap Payments received under the Interest Rate Swap Agreement with the Trust:
        (A) Unpaid Interest Shortfall Amounts, (B) Net WAC Rate Carryover Amounts;
        (C)
an amount necessary to maintain
        or
        restore the Overcollateralization Target Amount; and (D) any Allocated
        Realized Loss Amounts;

       

      (ii)  second,
        to GCFP, or its designee, any amounts remaining after payment of (i) above,
        provided, however, upon the issuance of notes by an issuer (the “NIM
        Trust”), secured by all or a portion of the Class C Certificates and the Class
        P
        Certificates (the “NIM Notes”), GCFP, or its designee, hereby instructs the Cap
        Trustee to make any payments under this clause 3(a)(ii):

       

      (A)  to
        the
        Indenture Trustee for the NIM Trust, for deposit into the Note Account (each
        as
        defined in the related Indenture), for distribution in accordance with the
        terms
        of the Indenture until satisfaction and discharge of the Indenture;
        and

       

      (B)  after
        satisfaction and discharge of the Indenture, to the Holders of the Class
        C
        Certificates, pro rata based on the outstanding Notional Amount of each
        such Certificate.

       

      (b)  The
        Cap
        Trustee agrees to hold any amounts received from the Cap Provider in trust
        upon
        the terms and conditions and for the exclusive use and benefit of the Trustee
        and the Indenture Trustee, as applicable (in turn for the benefit of the
        Certificateholders, the Noteholders, GCFP and the NIMS Insurer, if any) as
        set
        forth herein.  The rights, duties and liabilities of the Cap Trustee
        in respect of this Agreement shall be as follows:

       

      (i)           The
        Cap Trustee shall have the full power and authority to do all things not
        inconsistent with the provisions of this Agreement that may be deemed advisable
        in order to enforce the provisions hereof.  The Cap Trustee shall not
        be answerable or accountable except for its own bad faith, willful misconduct
        or
        negligence. The Cap Trustee shall not be required to take any action to exercise
        or enforce any of its rights or powers hereunder which, in the opinion of
        the
        Cap Trustee, shall be likely to involve expense or liability to the Cap Trustee,
        unless the Cap Trustee shall have received an agreement satisfactory to it
        in
        its sole discretion to indemnify it against such liability and
        expense.

       

      (ii)           The
        Cap Trustee shall not be liable with respect to any action taken or omitted
        to
        be taken by it in good faith in accordance with the direction of any party
        hereto or the NIMS Insurer, if any, or otherwise as provided herein, relating
        to
        the time, method and place of conducting any proceeding for any remedy available
        to the Cap Trustee or exercising any right or power conferred upon the Cap
        Trustee under this Agreement.

       

      (iii)           The
        Cap Trustee may perform any duties hereunder either directly or by or through
        agents or attorneys of the Cap Trustee.  The Cap Trustee shall not be
        liable for the acts or omissions of its agents or attorneys so long as the
        Cap
        Trustee chose such Persons with due care.

       

      4.  Cap
        Trust Account.  The Cap Trustee shall segregate and hold all funds
        received from the Cap Provider (including any Cap Termination Payment) separate
        and apart from any of its own funds and general assets and shall establish
        and
        maintain in the name of the Cap Trustee one or more segregated accounts (the
        “Cap Trust Account”).

       

      
        	
                           
                  5.  

              	
                [Reserved]

              


      

       

      6.  Representations
        and Warranties of Wells Fargo.  Wells Fargo represents and
        warrants as follows:

       

      (a)  Wells
        Fargo is duly organized and validly existing as a national banking association
        under the laws of the United States and has all requisite power and authority
        to
        execute and deliver this Agreement, to perform its obligations as Cap Trustee
        hereunder.

       

      (b)  The
        execution, delivery and performance of this Agreement by Wells Fargo as Trustee
        have been duly authorized in the Pooling and Servicing Agreement.

       

      (c)  This
        Agreement has been duly executed and delivered by Wells Fargo as Cap Trustee
        and
        the Trustee and is enforceable against Wells Fargo in such capacities in
        accordance with its terms, except as enforceability may be affected by
        bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
        and
        other similar laws relating to or affecting creditors’ rights generally, general
        equitable principles (whether considered in a proceeding in equity or at
        law).

       

      
        	
                         
                  7.  

              	
                Replacement
                  of Cap Trustee.

              


      

       

      Any
        corporation, bank, trust company or association into which the Cap Trustee
        may
        be merged or converted or with which it may be consolidated, or any corporation,
        bank, trust company or association resulting from any merger, conversion
        or
        consolidation to which the Cap Trustee shall be a party, or any corporation,
        bank, trust company or association succeeding to all or substantially all
        the
        corporate trust business of the Cap Trustee, shall be the successor of the
        Cap
        Trustee hereunder, without the execution or filing of any paper or any further
        act on the part of any of the parties hereto, except to the extent that
        assumption of its duties and obligations, as such, is not effected by operation
        of law.

       

      No
        resignation or removal of the Cap Trustee and no appointment of a successor
        Cap
        Trustee shall become effective until the appointment by GCFP, or its designee,
        of a successor Cap Trustee acceptable to the NIMS Insurer, if
        any.  Any successor Cap Trustee shall execute such documents or
        instruments necessary or appropriate to vest in and confirm to such successor
        Cap Trustee all such rights and powers conferred by this Agreement.

       

      The
        Cap
        Trustee may resign at any time by giving written notice thereof to the other
        parties hereto with a copy to the NIMS Insurer, if any.  If a
        successor cap trustee shall not have accepted the appointment hereunder within
        30 days after the giving by the resigning Cap Trustee of such notice of
        resignation, the resigning Cap Trustee may petition any court of competent
        jurisdiction for the appointment of a successor Cap Trustee acceptable to
        the
        NIMS Insurer, if any.

       

      In
        the
        event of a resignation or removal of the Cap Trustee, GCFP, or its designee,
        shall promptly appoint a successor Cap Trustee acceptable to the NIMS Insurer,
        if any.  If no such appointment has been made within 10 days of the
        resignation or removal, the NIMS Insurer, if any, may appoint a successor
        Cap
        Trustee.

       

      
        	
                        
                  8.  

              	
                Cap
                  Trustee Obligations.

              


      

       

      Whenever
        the Cap Trustee, on behalf of the Cap Trust, as a party to the Cap Agreement,
        has the option or is requested in such capacity, whether such request is
        by the
        Cap Provider, to take any action or to give any consent, approval or waiver
        that
        it is on behalf of the Cap Trust entitled to take or give in such capacity,
        including, without limitation, in connection with an amendment of such agreement
        or the occurrence of a default or termination event thereunder, the Cap Trustee
        shall promptly notify the parties hereto and the NIMS Insurer, if any, of
        such
        request in such detail as is available to it and, shall, on behalf of the
        parties hereto and the NIMS Insurer, if any, take such action in connection
        with
        the exercise and/or enforcement of any rights and/or remedies available to
        it in
        such capacity with respect to such request as GCFP, or its designee, or the
        NIMS
        Insurer, if any, shall direct in writing; provided that if no such direction
        is
        received prior to the date that is established for taking such action or
        giving
        such consent, approval or waiver (notice of which date shall be given by
        the Cap
        Trustee to the parties hereto and the NIMS Insurer, if any), the Cap Trustee
        may
        abstain from taking such action or giving such consent, approval or
        waiver.

       

      The
        Cap
        Trustee shall forward to the parties hereto and the NIMS Insurer, if any,
        on the
        Distribution Date following its receipt thereof copies of any and all notices,
        statements, reports and/or other material communications and information
        (collectively, the “Cap Reports”) that it receives in connection with the Cap
        Agreement or from the counterparty thereto.

       

      
        	
                         
                  9.  

              	
                Miscellaneous.

              


      

       

      (a)  This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of New York.

       

      (b)  Any
        action or proceeding against any of the parties hereto relating in any way
        to
        this Agreement may be brought and enforced in the courts of the State of
        New
        York sitting in the borough of Manhattan or of the United States District
        Court
        for the Southern District of New York and the Cap Trustee irrevocably submits
        to
        the jurisdiction of each such court in respect of any such action or
        proceeding.  The Cap Trustee waives, to the fullest extent permitted
        by law, any right to remove any such action or proceeding by reason of improper
        venue or inconvenient forum.

       

      (c)  This
        Agreement may be amended, supplemented or modified in writing by the parties
        hereto, but only with the consent of GCFP and the NIMS Insurer, if
        any.

       

      (d)  This
        Agreement may not be assigned or transferred without the prior written consent
        of GCFP and the NIMS Insurer, if any; provided, however, the parties hereto
        acknowledge and agree to the assignment of the rights of GCFP, or its designee,
        pursuant to the Sale Agreement, the Trust Agreement and the
        Indenture.

       

      (e)  This
        Agreement may be executed by one or more of the parties to this Agreement
        on any
        number of separate counterparts (including by facsimile transmission), and
        all
        such counterparts taken together shall be deemed to constitute one and the
        same
        instrument.

       

      (f)  Any
        provision of this Agreement which is prohibited or unenforceable in any
        jurisdiction shall, as to such jurisdiction, be ineffective to the extent
        of
        such prohibition or unenforceability without invalidating the remaining
        provisions hereof, and any such prohibition or unenforceability in any
        jurisdiction shall not invalidate or render unenforceable such provision
        in any
        other jurisdiction.

       

      (g)  The
        representations and warranties made by the parties to this Agreement shall
        survive the execution and delivery of this Agreement.  No act or
        omission on the part of any party hereto shall constitute a waiver of any
        such
        representation or warranty.

       

      (h)  The
        article and section headings herein are for convenience of reference only,
        and
        shall not limit or otherwise affect the meaning hereof.

       

      (i)  The
        representations and warranties made by the parties to this Agreement shall
        survive the execution and delivery of this Agreement.  No act or
        omission on the part of any party hereto shall constitute a waiver of any
        such
        representation or warranty.

       

      10.  Third-Party
        Beneficiary.  Each of the Trustee, GCFP or its designee and the
        Indenture Trustee, if any, shall be deemed a third-party beneficiary of this
        Agreement to the same extent as if it were a party hereto, and shall have
        the
        right to enforce the provisions of this Agreement.  If any default
        occurs on the part of the Cap Provider under the Cap Agreement in the making
        of
        a payment due under the Cap Agreement or in any other obligation of the Cap
        Provider under the Cap Agreement, the Cap Trustee may and, upon the request
        of
        the Trustee, GCFP or its designee or the Indenture Trustee, shall take such
        action as may be appropriate to enforce such payment or performance, including
        the institution and prosecution of appropriate proceedings.

       

      11.  Cap
        Trustee and Trustee Rights.  The Cap Trustee shall be entitled to
        the same rights, protections and indemnities afforded to the Trustee under
        the
        Pooling and Servicing Agreement, and the Indenture Trustee under the Indenture,
        in each case as if specifically set forth herein with respect to the Cap
        Trustee.

       

      The
        Trustee shall be entitled to the same rights, protections and indemnities
        afforded to the Trustee under the Pooling and Servicing Agreement as if
        specifically set forth herein with respect to the Cap Trustee.

       

      12.  Limited
        Recourse.  It is expressly understood and agreed by the parties
        hereto that this Agreement is executed and delivered by the Trustee, not
        in its
        individual capacity but solely as Trustee under the Pooling and Servicing
        Agreement.  Notwithstanding any other provisions of this Agreement,
        the obligations of the Trustee under this Agreement are non-recourse to the
        Trustee, its assets and its property, and shall be payable solely from the
        assets of the Trust Fund, and following realization of such assets, any claims
        of any party hereto shall be extinguished and shall not thereafter be
        reinstated.  No recourse shall be had against any principal, director,
        officer, employee, beneficiary, shareholder, partner, member, Trustee, agent
        or
        affiliate of the Trustee or any person owning, directly or indirectly, any
        legal
        or beneficial interest in the Trustee, or any successors or assigns of any
        of
        the foregoing (the “Exculpated Parties”) for the payment of any amount payable
        under this Agreement.  The parties hereto shall not enforce the
        liability and obligations of the Trustee to perform and observe the obligations
        contained in this Agreement by any action or proceeding wherein a money judgment
        establishing any personal liability shall be sought against the Trustee,
        subject
        to the following sentence, or the Exculpated Parties.  The agreements
        in this paragraph shall survive termination of this Agreement and the
        performance of all obligations hereunder.

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      IN
        WITNESS WHEREOF, the parties have caused this Agreement to be duly executed
        and
        delivered as of the day and year first above written.

       

      


       

      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                not
                  in its individual capacity but solely as Cap Trustee under this
                  Agreement

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      


       

      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A.

                not
                  in its individual capacity but solely as Trustee under the Pooling
                  and
                  Servicing Agreement

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      


       

      
        	 	 	 	 	 	 	 	
                GREENWICH
                  CAPITAL FINANCIAL PRODUCTS, INC.

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:

              	 
	 	 	 	 	 	 	 	
                Name:

              	 
	 	 	 	 	 	 	 	
                Title:

              	 


      

      


       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      


      


      EXHIBIT
        A

       

      INTEREST
        RATE CAP AGREEMENT

       

      SEE
        EXHIBIT O TO POOLING AND SERVICING AGREEMENT

       

      


    

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      H

     

    FORM
      OF
      LOST NOTE AFFIDAVIT

     

    Personally
      appeared before me the undersigned authority to administer oaths,
      __________________ who first being duly sworn deposes and says: Deponent is
      __________________________ of ____________________________, successor by merger
      to _________________________ (“Seller”) and who has personal knowledge of the
      facts set out in this affidavit.

     

    On
      _________________________________, _________________________________ did execute
      and deliver a promissory note in the principal amount of
      $____________________.

     

    That
      said
      note has been misplaced or lost through causes unknown and is presently lost
      and
      unavailable after diligent search has been made. Seller’s records show that an
      amount of principal and interest on said note is still presently outstanding,
      due, and unpaid, and Seller is still owner and holder in due course of said
      lost
      note.

     

    Seller
      executes this Affidavit for the purpose of inducing Wells Fargo Bank, N.A.,
      as
      trustee on behalf of Soundview Home Loan Trust 2007-OPT5, Asset-Backed
      Certificates Series 2007-OPT5, to accept the transfer of the above described
      loan from Seller.

     

    Seller
      agrees to indemnify Wells Fargo Bank, N.A. and Financial Asset Securities Corp.
      harmless for any losses incurred by such parties resulting from the above
      described promissory note has been lost or misplaced.

     

    
      	
              By:

            	 	 
	 	 	 


    

     

    
    

    
      	
              STATE
                OF

            	
              )

            	 
	 	
              )   SS:

            	 
	
              COUNTY
                OF

               

            	
              )

               

            	 


    

    On
      this
      ______ day of ______________, 20_, before me, a Notary Public, in and for said
      County and State, appeared , who acknowledged the extension of the foregoing
      and
      who, having been duly sworn, states that any representations therein contained
      are true.

     

    Witness
      my hand and Notarial Seal this _________ day of 20__.

     

    
      
        	 	 
	 	 


      

    

    
    

    My
      commission expires __________________________.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      I

     

    FORM
      OF
      LIMITED POWER OF ATTORNEY

     

    KNOW
      ALL
      MEN BY THESE PRESENTS, that [NAME OF MORTGAGEE, ASSIGNEE OR LAST ENDORSEE,
      AS
      APPLICABLE], [a ___________________ corporation][a national banking
      organization], having its principal place of business at
      __________________________, (the “Undersigned”), pursuant to that Pooling and
      Servicing Agreement (the “Pooling and Servicing Agreement”) among Financial
      Asset Securities Corp. (the “Owner”), Wells Fargo Bank, N.A. and Option One
      Mortgage Corporation (“OOMC”), hereby constitutes and appoints OOMC, by and
      through OOMC’s officers, the Undersigned’s true and lawful Attorney-in-Fact, in
      the Undersigned’s name, place and stead, as their interests may appear, and for
      the Undersigned’s respective benefit, in connection with all Mortgage Loans
      serviced by OOMC pursuant to the Pooling and Servicing Agreement, for the
      purpose of performing all acts and executing all documents in the name of the
      Undersigned as may be customarily and reasonably necessary and appropriate
      to
      effectuate the following enumerated transactions in respect of any of the
      mortgages, deeds of trust or security instrument (each a “Mortgage” or a “Deed
      of Trust” respectively) and promissory notes secured thereby (each a “Mortgage
      Note”) for which the Undersigned is acting as Servicer pursuant to the Pooling
      and Servicing Agreement (whether the Undersigned is named therein as mortgagee
      or beneficiary or has become mortgagee by virtue of endorsement of the Mortgage
      Note secured by any such Mortgage or Deed of Trust) all subject to the terms
      of
      the related Pooling and Servicing Agreement.

     

    This
      appointment shall apply to the following enumerated transactions
      only:

     

    1.           The
      modification or re-recording of a Mortgage or Deed of Trust, where said
      modification or re-recording is for the purpose of correcting the Mortgage
      or
      Deed of Trust to conform same to the original intent of the parties thereto
      or
      to correct title errors discovered after such title insurance was issued and
      said modification or re-recording, in either instance, does not adversely affect
      the lien of the Mortgage or Deed of Trust as insured.

     

    2.           The
      subordination of the lien of a Mortgage or Deed of Trust to an easement in
      favor
      of a public utility company or a governmental agency or authority thereunder
      with powers of eminent domain; this section shall include, without limitation,
      the execution of partial satisfaction/release, partial reconveyances or the
      execution of requests to trustees to accomplish same.

     

    3.           The
      conveyance of the properties to the mortgage insurer, or the closing of the
      title to the property to be acquired as real estate owned, or conveyance of
      title to real estate owned.

     

    4.           The
      completion of loan assumption agreements.

     

    5.           The
      full satisfaction/release of a Mortgage or Deed of Trust or full reconveyance
      upon payment and discharge of all sums secured thereby, including, without
      limitation, cancellation of the related Mortgage Note.

     

    6.           The
      assignment of any Mortgage or Deed of Trust and the related Mortgage Note,
      in
      connection with the repurchase of the mortgage loan secured and evidenced
      thereby.

     

    7.           The
      full assignment of a Mortgage or Deed of Trust upon payment and discharge of
      all
      sums secured thereby in conjunction with the refinancing thereof, including,
      without limitation, the assignment of the related Mortgage Note.

     

    8.           With
      respect to a Mortgage or Deed of Trust, the foreclosure, the taking of a deed
      in
      lieu of foreclosure, or the completion of judicial or non-judicial foreclosure
      or termination, cancellation or rescission of any such foreclosure, including,
      without limitation, any and all of the following acts:

     

    a)           the
      substitution of trustee(s) serving under a Deed of Trust, in accordance with
      state law and the Deed of Trust;

    b)           the
      preparation and issuance of statements of breach or
      non-performance;

    c)           the
      preparation and filing of notices of default and/or notices of
      sale;

    d)           the
      cancellation/rescission of notices of default and/or notices of
      sale;

    e)           the
      taking of a deed in lieu of foreclosure; and

    f)           the
      preparation and execution of such other documents and performance of such other
      actions as may be necessary under the terms of the Mortgage, Deed of Trust
      or
      state law to expeditiously complete said transactions in paragraphs 8(a) through
      8(e) above.

     

    9.           The
      full assignment of a Mortgage or Deed of Trust upon sale of a loan pursuant
      to a
      mortgage loan sale agreement for the sale of a loan or pool of loans, including,
      without limitation, the assignment of the related Mortgage Note.

     

    The
      Undersigned gives said Attorney-in-Fact full power and authority to execute
      such
      instruments and to do and perform all and every act and thing necessary and
      proper to carry into effect the power or powers granted by or under this Limited
      Power of Attorney, each subject to the terms and conditions set forth in the
      related Pooling and Servicing Agreement and in accordance with the standard
      of
      care applicable to servicers in the Pooling and Servicing Agreement as fully
      as
      the undersigned might or could do, and hereby does ratify and confirm to all
      that said Attorney-in-Fact shall lawfully do or cause to be done by authority
      hereof.  This Limited Power of Attorney shall be effective as of
      [SERVICING TRANSFER EFFECTIVE DATE].

     

    Nothing
      contained herein shall (i) limit in any manner any indemnification provided
      by
      OOMC to the Owner under the Pooling and Servicing Agreement, or (ii) be
      construed to grant OOMC the power to initiate or defend any suit, litigation
      or
      proceeding in the name of the Undersigned except as specifically provided for
      herein or under the Pooling and Servicing Agreement.

     

    Option
      One Mortgage Corporation hereby agrees to indemnify and hold the Undersigned
      and
      its directors, officers, employees and agents harmless from and against any
      and
      all liabilities, obligations, losses, damages, penalties, actions, judgments,
      suits, costs, expenses or disbursements of any kind or nature whatsoever
      incurred by reason or result of or in connection with the exercise by OOMC
      of
      the powers granted to it hereunder.  The foregoing indemnity shall
      survive the termination of this Limited Power of Attorney and the Pooling and
      Servicing Agreement or the earlier resignation or removal of the Undersigned
      under the Pooling and Servicing Agreement.

     

    Any
      third
      party without actual notice of fact to the contrary may rely upon the exercise
      of the power granted under this Limited Power of Attorney; and may be satisfied
      that this Limited Power of Attorney shall continue in full force and effect
      and
      has not been revoked unless an instrument of revocation has been made in writing
      by the undersigned, and such third party put on notice thereof.  This
      Limited Power of Attorney shall be in addition to and shall not revoke or in
      any
      way limit the authority granted by any previous power of attorney executed
      by
      the Undersigned.

     

    IN
      WITNESS WHEREOF, ____________________ pursuant to the Pooling and Servicing
      Agreement, has caused its corporate seal to be hereto affixed and these presents
      to be signed and acknowledged in its name and behalf by ______________________,
      its duly elected and authorized _________________________ this ___ day of
      _________________, 200­­__.

     

    
      	
              By:
                

            	 	 
	Name:	 	 
	Title:	 	 
	 	 	 


    

     

    Acknowledged
      and Agreed

     

    OPTION
      ONE MORTGAGE CORPORATION

     

    
      
        	
                By:
                  

              	 	 
	Name:	 	 
	Title:	 	 
	 	 	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      J

     

    FORM
      OF
      INVESTMENT LETTER [NON-RULE 144A]

     

    
      	 	 	
              [DATE]

            	 


    

     

     

    Financial
      Asset Securities Corp.

    600
      Steamboat Road

    Greenwich,
      Connecticut 06830

    Wells
      Fargo Bank, N.A.

     

    
      	
               

            	
              Re:

            	
              Soundview
                Home Loan Trust 2007-OPT5,

            


    

    
      	
               

            	
              Asset-Backed
                Certificates Series 2007-OPT5

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above-captioned Certificates, we certify
      that (a) we understand that the Certificates are not being registered under
      the
      Securities Act of 1933, as amended (the “Act”), or any state securities laws and
      are being transferred to us in a transaction that is exempt from the
      registration requirements of the Act and any such laws, (b) we are an
“accredited investor,” as defined in Regulation D under the Act, and have such
      knowledge and experience in financial and business matters that we are capable
      of evaluating the merits and risks of investments in the Certificates, (c)
      we
      have had the opportunity to ask questions of and receive answers from the
      Depositor concerning the purchase of the Certificates and all matters relating
      thereto or any additional information deemed necessary to our decision to
      purchase the Certificates, (d) we are not an employee benefit plan that is
      subject to the Employee Retirement Income Security Act of 1974, as amended,
      or a
      plan that is subject to Section 4975 of the Internal Revenue Code of 1986,
      as
      amended, nor are we acting on behalf of any such plan [For Class M Certificates
      – or we are deemed to have made the representations in Section 5.02(d) of the
      Pooling and Servicing Agreement], (e) we are acquiring the Certificates for
      investment for our own account and not with a view to any distribution of such
      Certificates (but without prejudice to our right at all times to sell or
      otherwise dispose of the Certificates in accordance with clause (g) below),
      (f)
      we have not offered or sold any Certificates to, or solicited offers to buy
      any
      Certificates from, any person, or otherwise approached or negotiated with any
      person with respect thereto, or taken any other action which would result in
      a
      violation of Section 5 of the Act, and (g) we will not sell, transfer or
      otherwise dispose of any Certificates unless (1) such sale, transfer or other
      disposition is made pursuant to an effective registration statement under the
      Act or is exempt from such registration requirements, and if requested, we
      will
      at our expense provide an opinion of counsel satisfactory to the addressees
      of
      this Certificate that such sale, transfer or other disposition may be made
      pursuant to an exemption from the Act, (2) the purchaser or transferee of such
      Certificate has executed and delivered to you a certificate to substantially
      the
      same effect as this certificate, and (3) the purchaser or transferee has
      otherwise complied with any conditions for transfer set forth in the Pooling
      and
      Servicing Agreement.

    
 

     

    
      	 	
              WELLS
                FARGO BANK, N.A., not in its individual capacity, but solely as Trust
                Very
                truly yours,

               

              [NAME
                OF TRANSFEREE]

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
              By:

            	 
	 	 	
              Authorized
                Officer

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    FORM
      OF
      RULE 144A INVESTMENT LETTER

     

    
      
        	 	 	
                [DATE]

              	 


      

    

     

    Financial
      Asset Securities Corp.

    600
      Steamboat Road

    Greenwich,
      Connecticut 06830

     

    Wells
      Fargo Bank, N.A.,

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

     

    
      	
               

            	
              Re:

            	
              Soundview
                Home Loan Trust 2007-OPT5,

            


    

    
      	
               

            	
              Asset-Backed
                Certificates Series 2007-OPT5

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above Certificates we certify that (a)
      we
      understand that the Certificates are not being registered under the Securities
      Act of 1933, as amended (the “Act”), or any state securities laws and are being
      transferred to us in a transaction that is exempt from the registration
      requirements of the Act and any such laws, (b) we have had the opportunity
      to
      ask questions of and receive answers from the Depositor concerning the purchase
      of the Certificates and all matters relating thereto or any additional
      information deemed necessary to our decision to purchase the Certificates,
      (c)
      we are not an employee benefit plan that is subject to the Employee Retirement
      Income Security Act of 1974, as amended, or a plan that is subject to Section
      4975 of the Internal Revenue Code of 1986, as amended, nor are we acting on
      behalf of any such plan, (d) we have not, nor has anyone acting on our behalf
      offered, transferred, pledged, sold or otherwise disposed of the Certificates,
      any interest in the Certificates or any other similar security to, or solicited
      any offer to buy or accept a transfer, pledge or other disposition of the
      Certificates, any interest in the Certificates or any other similar security
      from, or otherwise approached or negotiated with respect to the Certificates,
      any interest in the Certificates or any other similar security with, any person
      in any manner, or made any general solicitation by means of general advertising
      or in any other manner, or taken any other action, that would constitute a
      distribution of the Certificates under the Securities Act or that would render
      the disposition of the Certificates a violation of Section 5 of the Securities
      Act or require registration pursuant thereto, nor will act, nor has authorized
      or will authorize any person to act, in such manner with respect to the
      Certificates, (e) we are a “qualified institutional buyer” as that term is
      defined in Rule 144A under the Securities Act and have completed either of
      the
      forms of certification to that effect attached hereto as Annex 1 or Annex 2.
      We
      are aware that the sale to us is being made in reliance on Rule 144A. We are
      acquiring the Certificates for our own account or for resale pursuant to Rule
      144A and further, understand that such Certificates may be resold, pledged
      or
      transferred only (i) to a person reasonably believed to be a qualified
      institutional buyer that purchases for its own account or for the account of
      a
      qualified institutional buyer to whom notice is given that the resale, pledge
      or
      transfer is being made in reliance on Rule 144A, or (ii) pursuant to another
      exemption from registration under the Securities Act.

     

    
      	 	
              Very
                truly yours,

               

              [NAME
                OF TRANSFEREE]

            
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	
              By:

            	 
	 	 	
              Authorized
                Officer

            


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      1 TO EXHIBIT J

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

     

    [For
      Transferees Other Than Registered Investment Companies]

    


    The
      undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
      the Rule 144A Transferee Certificate to which this certification relates with
      respect to the Certificates described therein:

     

    1.           As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the Buyer.

     

    2.           In
      connection with purchases by the Buyer, the Buyer is a “qualified institutional
      buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as
      amended (“Rule 144A”) because (i) the Buyer owned and/or invested on a
      discretionary basis
      $                    1 in securities (except for
      the excluded
      securities referred to below) as of the end of the Buyer’s most recent fiscal
      year (such amount being calculated in accordance with Rule 144A and (ii) the
      Buyer satisfies the criteria in the category marked below.

     

    _________
      Corporation, etc. The Buyer is a corporation (other than a bank, savings
      and loan association or similar institution), Massachusetts or similar business
      trust, partnership, or charitable organization described in Section 501(c)(3)
      of
      the Internal Revenue Code of 1986, as amended.

     

    _________
      Bank. The Buyer (a) is a national bank or banking institution organized
      under the laws of any State, territory or the District of Columbia, the business
      of which is substantially confined to banking and is supervised by the State
      or
      territorial banking commission or similar official or is a foreign bank or
      equivalent institution, and (b) has an audited net worth of at least $25,000,000
      as demonstrated in its latest annual financial statements, a copy of which
      is
      attached hereto.

     

    _________
      Savings and Loan. The Buyer (a) is a savings and loan association,
      building and loan association, cooperative bank, homestead association or
      similar institution, which is supervised and examined by a State or Federal
      authority having supervision over any such institutions or is a foreign savings
      and loan association or equivalent institution and (b) has an audited net worth
      of at least $25,000,000 as demonstrated in its latest annual financial
      statements, a copy of which is attached hereto.

     

    _________
      Broker-Dealer. The Buyer is a dealer registered pursuant to Section 15 of
      the Securities Exchange Act of 1934.

     

    _________
      Insurance Company. The Buyer is an insurance company whose primary and
      predominant business activity is the writing of insurance or the reinsuring
      of
      risks underwritten by insurance companies and which is subject to supervision
      by
      the insurance commissioner or a similar official or agency of a State, territory
      or the District of Columbia.

     

    _________
      State or Local Plan. The Buyer is a plan established and maintained by a
      State, its political subdivisions, or any agency or instrumentality of the
      State
      or its political subdivisions, for the benefit of its employees.

     

    _________
      ERISA Plan. The Buyer is an employee benefit plan within the meaning of
      Title I of the Employee Retirement Income Security Act of 1974, as
      amended.

     

    Investment
      Advisor. The Buyer is an investment advisor registered under the Investment
      Advisors Act of 1940.

     

    _________
      Small Business Investment Company. Buyer is a small business investment
      company licensed by the U.S. Small Business Administration under Section 301(c)
      or (d) of the Small Business Investment Act of 1958.

     

    _________
      Business Development Company. Buyer is a business development company as
      defined in Section 202(a)(22) of the Investment Advisors Act of
      1940.

     

    3.           The
      term “SECURITIES” as used herein DOES NOT INCLUDE (i) securities of issuers that
      are affiliated with the Buyer, (ii) securities that are part of an unsold
      allotment to or subscription by the Buyer, if the Buyer is a dealer, (iii)
      securities issued or guaranteed by the U.S. or any instrumentality thereof,
      (iv)
      bank deposit notes and certificates of deposit (v) loan participations, (vi)
      repurchase agreements, (vii) securities owned but subject to a repurchase
      agreement and (viii) currency, interest rate and commodity swaps.

     

    4.           For
      purposes of determining the aggregate amount of securities owned and/or invested
      on a discretionary basis by the Buyer, the Buyer used the cost of such
      securities to the Buyer and did not include any of the securities referred
      to in
      the preceding paragraph, except (i) where the Buyer reports its securities
      holdings in its financial statements on the basis of their market value, and
      (ii) no current information with respect to the cost of those securities has
      been published. If clause (ii) in the preceding sentence applies, the securities
      may be valued at market. Further, in determining such aggregate amount, the
      Buyer may have included securities owned by subsidiaries of the Buyer, but
      only
      if such subsidiaries are consolidated with the Buyer in its financial statements
      prepared in accordance with generally accepted accounting principles and if
      the
      investments of such subsidiaries are managed under the Buyer’s direction.
      However, such securities were not included if the Buyer is a majority-owned,
      consolidated subsidiary of another enterprise and the Buyer is not itself a
      reporting company under the Securities Exchange Act of 1934, as
      amended.

     

    5.           The
      Buyer acknowledges that it is familiar with Rule 144A and understands that
      the
      seller to it and other parties related to the Certificates are relying and
      will
      continue to rely on the statements made herein because one or more sales to
      the
      Buyer may be in reliance on Rule 144A.

     

    6.           Until
      the date of purchase of the Rule 144A Securities, the Buyer will notify each
      of
      the parties to which this certification is made of any changes in the
      information and conclusions herein. Until such notice is given, the Buyer’s
      purchase of the Certificates will constitute a reaffirmation of this
      certification as of the date of such purchase. In addition, if the Buyer is
      a
      bank or savings and loan is provided above, the Buyer agrees that it will
      furnish to such parties updated annual financial statements promptly after
      they
      become available.

     

    
      
        

      

    

    
      	1Buyer
              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.


    

     

    
      	 	 
	 	
              Print
                Name of Buyer

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	 	 
	 	
              Date:

            	 


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ANNEX
      2 TO EXHIBIT J

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees That are Registered Investment Companies]

    


    The
      undersigned (the “Buyer”) hereby certifies as follows to the parties listed in
      the Rule 144A Transferee Certificate to which this certification relates with
      respect to the Certificates described therein:

     

    1.           As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the Buyer or, if the Buyer is a “qualified
      institutional buyer” as that term is defined in Rule 144A under the Securities
      Act of 1933, as amended (“Rule 144A”) because Buyer is part of a Family of
      Investment Companies (as defined below), is such an officer of the
      Adviser.

     

    2.           In
      connection with purchases by Buyer, the Buyer is a “qualified institutional
      buyer” as defined in SEC Rule 144A because (i) the Buyer is an investment
      company registered under the Investment Company Act of 1940, as amended and
      (ii)
      as marked below, the Buyer alone, or the Buyer’s Family of Investment Companies,
      owned at least $100,000,000 in securities (other than the excluded securities
      referred to below) as of the end of the Buyer’s most recent fiscal year. For
      purposes of determining the amount of securities owned by the Buyer or the
      Buyer’s Family of Investment Companies, the cost of such securities was used,
      except (i) where the Buyer or the Buyers Family of Investment Companies reports
      its securities holdings in its financial statements on the basis of their market
      value, and (ii) no current information with respect to the cost of those
      securities has been published. If clause (ii) in the preceding sentence applies,
      the securities may be valued at market.

     

    _________
      The Buyer owned $_________ in securities (other than the excluded securities
      referred to below) as of the end of the Buyer’s most recent fiscal year (such
      amount being calculated in accordance with Rule 144A).

     

    _________
      The Buyer is part of a Family of Investment Companies which owned in the
      aggregate $___________ in securities (other than the excluded securities
      referred to below) as of the end of the Buyer’s most recent fiscal year (such
      amount being calculated in accordance with Rule 144A).

     

    3.           The
      term “FAMILY OF INVESTMENT COMPANIES” as used herein means two or more
      registered investment companies (or series thereof) that have the same
      investment adviser or investment advisers that are affiliated (by virtue of
      being majority owned subsidiaries of the same parent or because one investment
      adviser is a majority owned subsidiary of the other).

     

    4.           The
      term “SECURITIES” as used herein does not include (i) securities of issuers that
      are affiliated with the Buyer or are part of the Buyer’s Family of Investment
      Companies, (ii) securities issued or guaranteed by the U.S. or any
      instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
      (iv) loan participations, (v) repurchase agreements, (vi) securities owned
      but
      subject to a repurchase agreement and (vii) currency, interest rate and
      commodity swaps.

     

    5.           The
      Buyer is familiar with Rule 144A and understands that the parties listed in
      the
      Rule 144A Transferee Certificate to which this certification relates are relying
      and will continue to rely on the statements made herein because one or more
      sales to the Buyer will be in reliance on Rule 144A. In addition, the Buyer
      will
      only purchase for the Buyer’s own account.

     

    6.           Until
      the date of purchase of the Certificates, the undersigned will notify the
      parties listed in the Rule 144A Transferee Certificate to which this
      certification relates of any changes in the information and conclusions herein.
      Until such notice is given, the Buyer’s purchase of the Certificates will
      constitute a reaffirmation of this certification by the undersigned as of the
      date of such purchase.

     

     

    
      	 	 
	 	
              Print
                Name of Buyer or Adviser

               

               

            
	 	
              By:

            	 
	 	 	
              Name

            
	 	 	
              Title

            
	 	 	 
	 	 	 
	 	
              IF
                AN ADVISER:

            
	 	 	 
	 	 
	 	
              Print
                Name of Buyer

            
	 	 	 
	 	 	 
	 	 	 
	 	
              Date:

            	 


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      K

     

    FORM
      OF
      TRANSFER AFFIDAVIT FOR RESIDUAL CERTIFICATES

    PURSUANT
      TO SECTION 5.02(D)

     

    SOUNDVIEW
      HOME LOAN TRUST 2007-OPT5

    ASSET-BACKED
      CERTIFICATES, SERIES 2007-OPT5

     

    
      	
              STATE
                OF

            	
              )

            	 
	 	
              )   ss:

            	 
	
              COUNTY
                OF

               

            	
              )

               

            	 


    

    The
      undersigned, being first duly sworn, deposes and says as follows:

     

     

    1.  The
      undersigned is an officer of, the proposed Transferee of an Ownership Interest
      in a Residual Certificate (the “Certificate”) issued pursuant to the
      Pooling and Servicing Agreement dated as of October 1, 2007 (the
“Agreement”), among Financial Asset Securities Corp., as depositor (the
“Depositor”), Option One Mortgage Corporation, as servicer (the
“Servicer”) and Wells Fargo Bank, N.A., as trustee (the
“Trustee”).  Capitalized terms used, but not defined herein
      or
      in Exhibit 1 hereto, shall have the meanings ascribed to such terms in the
      Agreement.  The Transferee has authorized the undersigned to make this
      affidavit on behalf of the Transferee for the benefit of the Depositor and
      the
      Trustee.

     

    2.  The
      Transferee is, as of the date hereof, and will be, as of the date of the
      Transfer, a Permitted Transferee.  The Transferee is acquiring its
      Ownership Interest in the Certificate for its own account.  The
      Transferee has no knowledge that any such affidavit is false.

     

    3.  The
      Transferee has been advised of, and understands that (i) a tax will be
      imposed on Transfers of the Certificate to Persons that are not Permitted
      Transferees; (ii) such tax will be imposed on the transferor, or, if such
      Transfer is through an agent (which includes a broker, nominee or middleman)
      for
      a Person that is not a Permitted Transferee, on the agent; and (iii) the
      Person otherwise liable for the tax shall be relieved of liability for the
      tax
      if the subsequent Transferee furnished to such Person an affidavit that such
      subsequent Transferee is a Permitted Transferee and, at the time of Transfer,
      such Person does not have actual knowledge that the affidavit is
      false.

     

    4.  The
      Transferee has been advised of, and understands that a tax will be imposed
      on a
“pass-through entity” holding the Certificate if at any time during the taxable
      year of the pass-through entity a Person that is not a Permitted Transferee
      is
      the record holder of an interest in such entity.  The Transferee
      understands that such tax will not be imposed for any period with respect to
      which the record holder furnishes to the pass-through entity an affidavit that
      such record holder is a Permitted Transferee and the pass-through entity does
      not have actual knowledge that such affidavit is false.  (For this
      purpose, a “pass-through entity” includes a regulated investment company, a real
      estate investment trust or common trust fund, a partnership, trust or estate,
      and certain cooperatives and, except as may be provided in Treasury Regulations,
      persons holding interests in pass-through entities as a nominee for another
      Person.)

     

    5.  The
      Transferee has reviewed the provisions of Section 5.02(d) of the Agreement
      and understands the legal consequences of the acquisition of an Ownership
      Interest in the Certificate including, without limitation, the restrictions
      on
      subsequent Transfers and the provisions regarding voiding the Transfer and
      mandatory sales.  The Transferee expressly agrees to be bound by and
      to abide by the provisions of Section 5.02(d) of the Agreement and the
      restrictions noted on the face of the Certificate.  The Transferee
      understands and agrees that any breach of any of the representations included
      herein shall render the Transfer to the Transferee contemplated hereby null
      and
      void.

     

    6.  The
      Transferee agrees to require a Transfer Affidavit from any Person to whom the
      Transferee attempts to Transfer its Ownership Interest in the Certificate,
      and
      in connection with any Transfer by a Person for whom the Transferee is acting
      as
      nominee, trustee or agent, and the Transferee will not Transfer its Ownership
      Interest or cause any Ownership Interest to be Transferred to any Person that
      the Transferee knows is not a Permitted Transferee.  In connection
      with any such Transfer by the Transferee, the Transferee agrees to deliver
      to
      the Trustee a certificate substantially in the form set forth as Exhibit L
      to the Agreement (a “Transferor Certificate”) to the effect that such
      Transferee has no actual knowledge that the Person to which the Transfer is
      to
      be made is not a Permitted Transferee.

     

    7.  The
      Transferee has historically paid its debts as they have come due, intends to
      pay
      its debts as they come due in the future, and understands that the taxes payable
      with respect to the Certificate may exceed the cash flow with respect thereto
      in
      some or all periods and intends to pay such taxes as they become
      due.  The Transferee does not have the intention to impede the
      assessment or collection of any tax legally required to be paid with respect
      to
      the Certificate.

     

    8.  The
      Transferee’s taxpayer identification number is ___________.

     

    9.  The
      Transferee is a U.S. Person as defined in Code
      Section 7701(a)(30).

     

    10.  The
      Transferee is aware that the Certificate may be a “noneconomic residual
      interest” within the meaning of proposed Treasury regulations promulgated
      pursuant to the Code and that the transferor of a noneconomic residual interest
      will remain liable for any taxes due with respect to the income on such residual
      interest, unless no significant purpose of the transfer was to impede the
      assessment or collection of tax.

     

    11.  The
      Transferee will not cause income from the Certificate to be attributable to
      a
      foreign permanent establishment or fixed base, within the meaning of an
      applicable income tax treaty, of the Transferee or any other U.S.
      person.

     

    12.  Check
      one
      of the following:

     

    [_]           The
      present value of the anticipated tax liabilities associated with holding the
      Certificate, as applicable, does not exceed the sum of:

     

    
      	
               

            	
              (i)

            	
              the
                present value of any consideration given to the Transferee to acquire
                such
                Certificate;

            


    

     

    
      	
               

            	
              (ii)

            	
              the
                present value of the expected future distributions on such Certificate;
                and

            


    

     

    
      	
               

            	
              (iii)

            	
              the
                present value of the anticipated tax savings associated with holding
                such
                Certificate as the related REMIC generates
                losses.

            


    

     

    For
      purposes of this calculation, (i) the Transferee is assumed to pay tax at the
      highest rate currently specified in Section 11(b) of the Code (but the tax
      rate
      in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate
      specified in Section 11(b) of the Code if the Transferee has been subject to
      the
      alternative minimum tax under Section 55 of the Code in the preceding two years
      and will compute its taxable income in the current taxable year using the
      alternative minimum tax rate) and (ii) present values are computed using a
      discount rate equal to the short-term Federal rate prescribed by Section 1274(d)
      of the Code for the month of the transfer and the compounding period used by
      the
      Transferee.

     

    [_]           The
      transfer of the Certificate complies with U.S. Treasury Regulations Sections
      1.860E-1(c)(5) and (6) and, accordingly,

     

    
      	
               

            	
              (i)

            	
              the
                Transferee is an “eligible corporation,” as defined in U.S. Treasury
                Regulations Section 1.860E-1(c)(6)(i), as to which income from the
                Certificate will only be taxed in the United
                States;

            


    

     

    
      	
               

            	
              (ii)

            	
              at
                the time of the transfer, and at the close of the Transferee’s two fiscal
                years preceding the year of the transfer, the Transferee had gross
                assets
                for financial reporting purposes (excluding any obligation of a person
                related to the Transferee within the meaning of U.S. Treasury Regulations
                Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets
                in
                excess of $10 million;

            


    

     

    
      	
               

            	
              (iii)

            	
              the
                Transferee will transfer the Certificate only to another “eligible
                corporation,” as defined in U.S. Treasury Regulations Section
                1.860E-1(c)(6)(i), in a transaction that satisfies the requirements
                of
                Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Section 1.860E-1(c)(5)
                of
                the U.S. Treasury Regulations;
                and

            


    

     

    
      	
               

            	
              (iv)

            	
              the
                Transferee determined the consideration paid to it to acquire the
                Certificate based on reasonable market assumptions (including, but
                not
                limited to, borrowing and investment rates, prepayment and loss
                assumptions, expense and reinvestment assumptions, tax rates and
                other
                factors specific to the Transferee) that it has determined in good
                faith.

            


    

     

    [_]           None
      of the above.

     

    13.  The
      Transferee is not an employee benefit plan that is subject to Title I of ERISA
      or a plan that is subject to Section 4975 of the Code or a plan subject to
      any Federal, state or local law that is substantially similar to Title I of
      ERISA or Section 4975 of the Code, and the Transferee is not acting on behalf
      of
      or investing plan assets of such a plan.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    IN
      WITNESS WHEREOF, the Transferee has caused this instrument to be executed on
      its
      behalf, pursuant to authority of its Board of Directors, by its duly authorized
      officer and its corporate seal to be hereunto affixed, duly attested, this
           day of
                  ,
      20  .

     

    


    
      	 	
              [NAME
                OF TRANSFEREE]

               

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

     

    


     

     [Corporate
      Seal]

     

    ATTEST:

     

    


    
      	 	 
	
              [Assistant]
                Secretary

            	 


    

     

    Personally
      appeared before me the above-named __________, known or proved to me to be
      the
      same person who executed the foregoing instrument and to be the ___________
      of
      the Transferee, and acknowledged that he executed the same as his free act
      and
      deed and the free act and deed of the Transferee.

     

    Subscribed
      and sworn before me this      day of
         ,
      20  .

     

    


    
      	 	 
	 	
              NOTARY
                PUBLIC

               

              My
                Commission expires the __ day

              of
                _________, 20__

               

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      L

    FORM
      OF
      TRANSFEROR CERTIFICATE

     

    
      	 	 	
              [DATE]

            	 


    

     

     

    Financial
      Asset Securities Corp.

    600
      Steamboat Road

    Greenwich,
      Connecticut 06830

     

    
      	
               

            	
              Re:

            	
              Soundview
                Home Loan Trust 2007-OPT5,

            


    

    
      	
               

            	
              Asset-Backed
                Certificates Series 2007-OPT5

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with our disposition of the above Certificates we certify that (a)
      we
      understand that the Certificates have not been registered under the Securities
      Act of 1933, as amended (the “Act”), and are being disposed by us in a
      transaction that is exempt from the registration requirements of the Act, (b)
      we
      have not offered or sold any Certificates to, or solicited offers to buy any
      Certificates from, any person, or otherwise approached or negotiated with any
      person with respect thereto, in a manner that would be deemed, or taken any
      other action which would result in, a violation of Section 5 of the Act, (c)
      to
      the extent we are disposing of a Class [ ] Certificate, we have no knowledge
      the
      Transferee is not a Permitted Transferee and (d) no purpose of the proposed
      disposition of a Class [ ] Certificate is to impede the assessment or collection
      of tax.

     

    
      	 	
              Very
                truly yours,

               

               

            
	 	
              TRANSFEROR

               

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      M

     

    FORM
      OF
      ERISA REPRESENTATION LETTER

     

    
      
        	 	 	
                _____________,
                  20__

              	 


      

    

     

     

    


    
      	
              Financial
                Asset Securities Corp.

              600
                Steamboat Road

              Greenwich,
                Connecticut 06830

               

            	
              Wells
                Fargo Bank, N.A.,

              9062
                Old Annapolis Road

              Columbia,
                Maryland 21045

               

            


    

    


    
      	
               

            	
              Re:

            	
              Soundview
                Home Loan Trust 2007-OPT5,

            


    

    
      	
               

            	
              Asset-Backed
                Certificates Series 2007-OPT5

            


    

     

    Dear
      Sirs:

     

    _______________________
      (the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance Soundview Home
      Loan Trust 2007-OPT5, Asset-Backed Certificates Series 2007-OPT5, Class
      [C][P][R[-X]] (the “Certificates”), issued pursuant to a Pooling and Servicing
      Agreement (the “Pooling and Servicing Agreement”) dated as of October 1, 2007
      among Financial Asset Securities Corp. as depositor (the “Depositor”), Option
      One Mortgage Corporation as servicer (the “Servicer”) and Wells Fargo Bank, N.A.
      as trustee (the “Trustee”). Capitalized terms used herein and not otherwise
      defined shall have the meanings assigned thereto in the Pooling and Servicing
      Agreement. The Transferee hereby certifies, represents and warrants to, and
      covenants with the Depositor, the Trustee and the Servicer the
      following:

     

    The
      Certificates (i) are not being acquired by, and will not be transferred to,
      any
      employee benefit plan within the meaning of Section 3(3) of the Employee
      Retirement Income Security Act of 1974, as amended (“ERISA”), or other
      retirement arrangement, including individual retirement accounts and annuities,
      Keogh plans and bank collective investment funds and insurance company general
      or separate accounts in which such plans, accounts or arrangements are invested,
      that is subject to Section 406 of ERISA or Section 4975 of the Internal Revenue
      Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being
      acquired with “plan assets” of a Plan within the meaning of the Department of
      Labor (“DOL”) regulation, 29 C.F.R. § 2510.3-101, as modified by section 3(42)
      of ERISA, and (iii) will not be transferred to any entity that is deemed to
      be
      investing in plan assets within the meaning of the DOL regulation at 29 C.F.R.§
2510.3-101, as modified by section 3(42) of ERISA.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              Very
                truly yours,

               

               

            
	 	
              [Transferee]

               

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      N-1

     

    FORM
      CERTIFICATION TO BE PROVIDED BY THE DEPOSITOR WITH FORM 10-K

     

    
      	
               

            	
              Re:

            	
              Soundview
                Home Loan Trust, Series 2007-OPT5

            


    

    
      	
               

            	
              Asset
                Backed Certificates, Series
                2007-OPT5

            


    

     

    I,
      [identify the certifying individual], certify that:

     

    l.           I
      have reviewed this report on Form 10-K, and all reports on Form 10-D required
      to
      be filed in respect of the period included in the year covered by this report
      in
      Form 10-K of Soundview Home Loan Trust 2007-OPT5 (the “Exchange Act periodic
      reports”);

     

    2.           Based
      on my knowledge, the Exchange Act periodic reports, taken as a whole, do not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in light of the circumstances under
      which
      such statements were made, not misleading with respect to the period covered
      by
      this report;

     

    3.           Based
      on my knowledge, all of the distribution, servicing and other information
      required to be provided under Form 10-D for the period covered by this report
      is
      included in the Exchange Act periodic reports;

     

    4.           Based
      on my knowledge and upon the annual compliance statement required in this report
      under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act
      periodic reports, the Servicer has fulfilled each of its obligations under
      the
      pooling and servicing agreement; and

     

    5.           All
      of the reports on assessment of compliance with servicing criteria for
      asset-backed securities and their related attestation reports on assessment
      of
      compliance with servicing criteria for asset-backed securities required to
      be
      included in this report in accordance with Item 1122 of Regulation AB and
      Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this
      report, except as otherwise disclosed in this report.  Any material
      instances of noncompliance described in such reports have been disclosed in
      this
      report on Form 10-K.

     

    In
      giving
      the certifications above, I have reasonably relied on information provided
      to me
      by the following unaffiliated parties: Option One Mortgage Corporation and
      Wells
      Fargo Bank, N.A.

     

     

    
      	 	
              FINANCIAL
                ASSET SECURITIES CORP.

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	
              Date:

            	 


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      N-2

     

    FORM
      CERTIFICATION TO BE

    PROVIDED
      TO DEPOSITOR BY THE TRUSTEE

     

    
      	
               

            	
              Re:

            	
              Soundview
                Home Loan Trust 2007-OPT5 (the
“Trust”)

            


    

    Asset-Backed
      Certificates, Series
      2007-OPT5                                                                                                

     

    The
      Trustee hereby certifies to the Depositor and its officers, directors and
      affiliates, and with the knowledge and intent that they will rely upon this
      certification, that:

     

    1.           I
      have reviewed the annual report on Form 10-K for the fiscal year [____] (the
      “Annual Report”), and all reports on Form 10-D required to be filed in respect
      of period covered by the Annual Report (collectively with the Annual Report,
      the
“Reports”), of the Trust;

     

    2.           To
      my knowledge, (a) the Reports, taken as a whole, do not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make
      the statements made, in light of the circumstances under which such statements
      were made, not misleading with respect to the period covered by the Annual
      Report, and (b) the Trustee’s assessment of compliance and related attestation
      report referred to below, taken as a whole, do not contain any untrue statement
      of a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were
      made, not misleading with respect to the period covered by such assessment
      of
      compliance and attestation report;

     

    3.           To
      my knowledge, the distribution information required to be provided by the
      Trustee under the Pooling and Servicing Agreement for inclusion in the Reports
      is included in the Reports;

     

    4.           I
      am responsible for reviewing the activities performed by the Trustee under
      the
      Pooling and Servicing Agreement, and based on my knowledge and the compliance
      review conducted in preparing the assessment of compliance of the Trustee
      required by the Pooling and Servicing Agreement, and except as disclosed in
      the
      Reports, the Trustee has fulfilled its obligations under the Pooling and
      Servicing Agreement in all material respects; and

     

    5.           The
      report on assessment of compliance with servicing criteria applicable to the
      Trustee for asset-backed securities of the Trustee and each Subcontractor
      utilized by the Trustee and related attestation report on assessment of
      compliance with servicing criteria applicable to it required to be included
      in
      the Annual Report in accordance with Item 1122 of Regulation AB and Exchange
      Act
      Rules 13a-18 and 15d-18 has been included as an exhibit to the Annual
      Report.  Any material instances of non-compliance are described in
      such report and have been disclosed in the Annual Report.

     

    In
      giving the certifications above, the
      Trustee has reasonably relied on information provided to it by the following
      unaffiliated parties: [names of servicer(s), subservicer(s), depositor, credit
      risk manager, custodian(s)].

     

     

    
      	 	
              WELLS
                FARGO BANK, N.A., as Trustee

               

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	
              Date:

            	 


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      N-3

     

    FORM
      CERTIFICATION TO BE

    PROVIDED
      TO DEPOSITOR BY THE SERVICER

     

    
      	
               

            	
              Re:

            	
              Soundview
                Home Loan Trust, Series 2007-OPT5

            


    

    Asset
      Backed Certificates, Series 2007-OPT5

     

    I,
      [identify the certifying individual], certify to Financial Asset Securities
      Corp. (the “Depositor”), the Trustee and their respective officers, directors
      and affiliates, and with the knowledge and intent that they will rely upon
      this
      certification, that:

     

    1.           Based
      on my knowledge, the information in the annual compliance statement, the Annual
      Independent Public Accountant's Servicing Report and all servicing reports,
      officer's certificates and other information relating to the servicing of the
      Mortgage Loans taken as a whole, does not contain any untrue statement of a
      material fact or omit to state a material fact necessary to make the statements
      made, in light of the circumstances under which such statements were made,
      not
      misleading as of the date of this certification;

     

    2.           The
      servicing information required to be provided by the Servicer under the Pooling
      and Servicing Agreement has been provided to the Depositor and the
      Trustee;

     

    3.           I
      am is responsible for reviewing the activities performed by the Servicer under
      the Pooling and Servicing Agreement and based upon the review required by the
      Pooling and Servicing Agreement, and except as disclosed in the annual
      compliance statement or the Annual Independent Public Accountant's Servicing
      Report, the Servicer has, as of the date of this certification fulfilled its
      obligations under the Pooling and Servicing Agreement; and

     

    4.           Such
      officer has disclosed to the Depositor and the Trustee all significant
      deficiencies relating to the Servicer’s compliance with the minimum servicing
      standards in accordance with a review conducted in compliance with the Uniform
      Single Attestation Program for Mortgage Bankers or similar standard as set
      forth
      in the Pooling and Servicing Agreement.

     

    5.           All
      of the reports on assessment of compliance with servicing criteria for
      asset-backed securities and their related attestation reports on assessment
      of
      compliance with servicing criteria for asset-backed securities required to
      be
      included in this report in accordance with Item 1122 of Regulation AB and
      Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this
      report, except as otherwise disclosed in this report.  Any material
      instances of noncompliance described in such reports have been disclosed in
      this
      report on Form 10-K.

     

    Capitalized
      terms used but not defined herein have the meanings ascribed to them in the
      Pooling
      and Servicing Agreement, dated October 1, 2007 (the “Pooling and Servicing
      Agreement”), among the Depositor, Option One Mortgage Corporation as servicer
      and Wells Fargo Bank, N.A. as trustee.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	 	
              OPTION
                ONE MORTGAGE CORPORATION

               

            
	 	 	 
	 	
              By:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 
	 	
              Date:

            	 


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      O

     

    FORM
      OF
      INTEREST RATE CAP AGREEMENT

     

    


    
      	
              

            	
              BEAR
                STEARNS FINANCIAL PRODUCTS INC.

            
	
              383
                MADISON AVENUE

            
	
              NEW
                YORK, NEW YORK 10179

            
	
              212-272-4009

            


    

    


    


    


    
      	
              DATE:

            	
              October
                30, 2007

            
	 	 
	
              TO:

            	
              Wells
                Fargo Bank, N.A., not in its individual capacity but solely as Cap
                Trustee
                on behalf of the Cap Trust with respect to the Soundview Home Loan
                Trust
                2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5

            
	
              ATTENTION:

            	
              Client
                Manager Soundview 2007-OPT5

            
	
              FACSIMILE:

            	
              410-715-2380

            
	 	 
	
              TO:

            	
              The
                Royal Bank of Scotland plc, London

            
	
              ATTENTION:

            	
              Melizza
                Stotler

            
	
              FACSIMILE:

            	
              203-618-2580

            
	 	 
	
              FROM:

            	
              Derivatives
                Documentation

            
	
              TELEPHONE:

            	
              212-272-2711

            
	
              FACSIMILE:

            	
              212-272-9857

            
	 	 
	
              RE:

            	
              Novation
                Confirmation

            
	 	 
	
              REFERENCE
                NUMBER(S):

            	
              FXNEC10023-BXNE258957

            


    

    


    The
      purpose of this letter is to confirm the terms and conditions of the Novation
      Transaction entered into between the parties and effective from the Novation
      Date specified below.  This Novation Confirmation constitutes a
“Confirmation” as referred to in the New Agreement specified below.

    


    
      	
              1.

            	
              The
                definitions and provisions contained in the 2004 ISDA Novation Definitions
                (the “Definitions”) and the terms and provisions of the 2006 ISDA
                Definitions, as published by the International Swaps and
                Derivatives Association, Inc. and amended from time to time, are
                incorporated in this Novation Confirmation.  In the event of any
                inconsistency between (i) the Definitions, (ii) the 2006 ISDA Definitions,
                and/or (iii) the Novation Agreement and this Novation Confirmation,
                this
                Novation Confirmation will govern.

            


    

    


    
      	
              2.

            	
              The
                terms of the Novation Transaction to which this Novation Confirmation
                relates are as follows:

            


    

    


    
      	 	
              Novation
                Trade Date:

            	
              October
                30, 2007

            
	 	
              Novation
                Date:

            	
              October
                30, 2007

            
	 	
              Novated
                Amount:

            	
              As
                set forth in the New Confirmation.

            
	 	
              Transferor
                1:

            	
              The
                Royal Bank of Scotland plc

            
	 	
              Transferor
                2:

            	
              Bear
                Stearns Bank plc

            
	 	
              Transferee
                1:

            	
              Wells
                Fargo Bank, N.A., not in its individual capacity but solely as Cap
                Trustee
                on behalf of the Cap Trust with respect to the Soundview Home Loan
                Trust
                2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5

            
	 	
              Transferee
                2:

            	
              Bear
                Stearns Financial Products Inc.

            
	 	
              New
                Agreement (between Transferee 1 and

              Transferee
                2):

            	
              The
                Master Agreement as defined in the New
                Confirmation.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Reference
        Number: FXNEC10023-BXNE258957 – Novation Confirmation

      Wells
        Fargo Bank, N.A., not in its individual capacity but solely as Cap Trustee
        on
        behalf of the Cap Trust with respect to the Soundview Home Loan Trust 2007-OPT5,
        Asset-Backed Certificates, Series 2007-OPT5

      The
        Royal
        Bank of Scotland plc



    
      	
              3.

            	
              The
                terms of the Old Transaction to which this Novation Confirmation
                relates,
                for identification purposes, are as
                follows:

            


    

    


    
      	 	
              Reference
                Number of Old Transaction:

            	
              BXNE258957

            
	 	
              Trade
                Date of Old Transaction:

            	
              October
                15, 2007

            
	 	
              Effective
                Date of Old Transaction:

            	
              August
                25, 2008

            
	 	
              Termination
                Date of Old Transaction:

            	
              October
                25, 2012

            


    

    


    
      	
              4.

            	
              The
                terms of the New Transaction to which this Novation Confirmation
                relates
                shall be as specified in the New Confirmation attached hereto as
                Exhibit
                A.

            


    

    


    
      	 	
              Full
                First Calculation Period:

            	
              Applicable,
                commencing on August 25, 2008.

            


    

    


    5.     Offices:

    


    
      	 	
              Transferor
                1:

            	
              London

            
	 	
              Transferor
                2:

            	
              Not
                Applicable

            
	 	
              Transferee
                1:

            	
              Not
                Applicable

            
	 	
              Transferee
                2:

            	
              Not
                Applicable

            


    

    


    6.      Agency
      Role of Greenwich Capital Markets, Inc. This Transaction has been entered into
      by Greenwich Capital Markets, Inc., as agent for The Royal Bank of Scotland
      plc.
      Greenwich Capital Markets, Inc. has not guaranteed and is not otherwise
      responsible for the obligations of The Royal Bank of Scotland plc under this
      Transaction.

    


    The
      parties confirm their acceptance to be bound by this Novation Confirmation
      as of
      the Novation Date by executing a copy of this Novation Confirmation and
      returning a facsimile of the fully-executed Novation Confirmation to
212-272-9857.  Transferor 1 and Transferor 2, by
      their respective execution of a copy of this Novation Confirmation, each agrees
      to the terms of the Novation Confirmation as it relates to the Old
      Transaction.  Transferee 1 and Transferee 2, by their respective
      execution of a copy of this Novation Confirmation, each agrees to the terms
      of
      the Novation Confirmation as it relates to the New Transaction.  For
      inquiries regarding U.S. Transaction, please contact Derivatives
      Documentation by telephone at
212-272-2711.  For all other inquiries please contact
Derivatives Documentation by telephone at
353-1-402-6223.

    


    


    
      	
              Bear
                Stearns Financial Products Inc.

               

            	 	
              WELLS
                FARGO BANK, N.A., NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS CAP
                TRUSTEE
                ON BEHALF OF THE CAP TRUST WITH RESPECT TO THE SOUNDVIEW HOME LOAN
                TRUST
                2007-OPT5, ASSET-BACKED CERTIFICATES, SERIES
                2007-OPT5

               

            
	 	 	 	 	 
	 	 	 	 	 
	
              By:

            	 	 	
              By:

            	 
	
              Name:

            	 	 	
              Name:

            	 
	
              Title:

            	 	 	
              Title:

            	 
	
              Date:

            	 	 	
              Date:

            	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
              Bear
                Stearns Bank plc

            	 	
              The
                Royal Bank of Scotland plc

              By:
                Greenwich Capital Markets, Inc., its agent

               

            
	 	 	 	 	 
	 	 	 	 	 
	
              By:

            	 	 	
              By:

            	 
	
              Name:

            	 	 	
              Name:

            	 
	
              Title:

            	 	 	
              Title:

            	 
	
              Date:

            	 	 	
              Date:

            	 


    

    


    


    


    


    lm

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    


    
      	
              

            	
              BEAR
                STEARNS FINANCIAL PRODUCTS INC.

            
	
                383
                MADISON AVENUE

            
	
              NEW
                YORK, NEW YORK 10179

            
	
              212-272-4009

            


    

    


    Exhibit
      A

    


    
      	
              DATE:

            	
              October
                30, 2007

            
	 	 
	
              TO:

            	
              Wells
                Fargo Bank, N.A., not in its individual capacity but solely as Cap
                Trustee
                on behalf of the Cap Trust with respect to the Soundview Home Loan
                Trust
                2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5

            
	
              ATTENTION:

            	
              Client
                Manager Soundview 2007-OPT5

            
	
              TELEPHONE:

            	
              410-884-2000

            
	
              FASCIMILE:

            	
              410-715-2380

            
	 	 
	
              FROM:

            	
              Derivatives
                Documentation

            
	
              TELEPHONE:

            	
              212-272-2711

            
	
              FACSIMILE:

            	
              212-272-9857

            
	 	 
	
              SUBJECT:

            	
              Fixed
                Income Derivatives Confirmation and Agreement

            
	 	 
	
              REFERENCE
                NUMBER:

            	
              FXNEC10023

            


    

    


    The
      purpose of this long-form confirmation (“Long-form
      Confirmation”) is to confirm the terms and conditions of the current
      Transaction entered into on the Trade Date specified below (the
“Transaction”) between Bear Stearns Financial Products
      Inc. (“Party A”) and Wells Fargo Bank, N.A., not in its
      individual capacity, but solely as Cap Trustee on behalf of the Cap Trust with
      respect to the Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates,
      Series 2007-OPT5 (“Party B”) created under the Pooling and
      Servicing Agreement, dated October 1, 2007 among Financial Assets Securities
      Corp as Depositor (the “Depositor”), Option One Mortgage Corporation as Servicer
      (the “Servicer”) and Wells Fargo Bank, N.A. as Cap Trustee (the
“Trustee”).  This Long-form Confirmation evidences a complete and
      binding agreement between you and us to enter into the Transaction on the terms
      set forth below and replaces any previous agreement between us with respect
      to
      the subject matter hereof.  Item 2 of this Long-form Confirmation
      constitutes a “Confirmation” as referred to in the ISDA Master
      Agreement (defined below); Item 3 of this Long-form Confirmation constitutes
      a
“Schedule” as referred to in the ISDA Master Agreement; and
      Annex A hereto constitutes Paragraph 13 of a Credit Support Annex to the
      Schedule.

    


    
      	
              Item
                1.

            	
              The
                Confirmation set forth at Item 2 hereof shall supplement, form a
                part of,
                and be subject to an agreement in the form of the ISDA Master Agreement
                (Multicurrency - Cross Border) as published and copyrighted in 1992
                by the
                International Swaps and Derivatives Association, Inc. (the “ISDA
                Master Agreement”), as if Party A and Party B had executed an
                agreement in such form on the date hereof, with a Schedule as set
                forth in
                Item 3 of this Long-form Confirmation, and an ISDA Credit Support
                Annex
                (Bilateral Form - ISDA Agreements Subject to New York Law Only version)
                as
                published and copyrighted in 1994 by the International Swaps and
                Derivatives Association, Inc., with Paragraph 13 thereof as set forth
                in
                Annex A hereto (the “Credit Support Annex”). For the
                avoidance of doubt, the Transaction described herein shall be the
                sole
                Transaction governed by such ISDA Master
                Agreement.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Reference
        Number: FXNEC10023

      Wells
        Fargo Bank, N.A., not in its individual capacity but solely as Cap Trustee
        on
        behalf of the Cap Trust with respect to the Soundview Home Loan Trust 2007-OPT5,
        Asset-Backed Certificates, Series 2007-OPT5

      October
        30, 2007

    

    
 

    
      	
              Item
                2.

            	
              The
                terms of the particular Transaction to which this Confirmation relates
                are
                as follows:

            


    

    


    
      	
              Type
                of Transaction:

            	
              Interest
                Rate Cap

            
	 	 
	
              Notional
                Amount:

            	
              With
                respect to any Calculation Period, the amount set forth for such
                period on
                Schedule I attached hereto.

            
	
              Trade
                Date:

            	
              October
                30, 2007

            
	 	 
	
              Effective
                Date:

            	
              August
                25, 2008

            
	 	 
	
              Termination
                Date:

            	
              October
                25, 2012, subject to adjustment in accordance with the Business Day
                Convention.

            
	 	 
	
              Fixed
                Amount (Premium):

            	
              Inapplicable.
                Premium has been paid under the Old Transaction.

            
	 	 
	
              Floating
                Amounts:

            	 
	 	 
	
              Floating
                Rate Payer:

            	
              Party
                A

            
	 	 
	
              Cap
                Rate:

            	
              4.95000%

            
	 	 
	
              Floating
                Rate Payer

            	 
	
              Period
                End Dates:

            	
              The
                25th
                calendar day of each month during the Term of this Transaction, commencing
                September 25, 2008, and ending on the Termination Date, subject to
                adjustment in accordance with the Business Day
                Convention.

            
	 	 
	
              Floating
                Rate Payer

            	 
	
              Payment
                Dates:

            	
              Early
                Payment shall be applicable. The Floating Rate Payer Payment Dates
                shall
                be one Business Day prior to each Floating Rate Payer Period End
                Date.

            
	 	 
	
              Floating
                Rate Option:

            	
              USD-LIBOR-BBA,
                provided, however, that if the Floating Rate determined from such
                Floating
                Rate Option for any Calculation Period is greater than 9.50000% then
                the
                Floating Rate for such Calculation Period shall be deemed to be
                9.50000%.

            
	 	 
	
              Floating
                Amount:

            	
              To
                be determined in accordance with the following formula:

            
	 	 
	 	
              Greater
                of (i) Scale Factor * (Floating Rate Option – Cap Rate) * Notional Amount
                * Floating Rate Day Count Fraction; and (ii) zero.

            
	 	 
	
              Designated
                Maturity:

            	
              One
                month

            
	 	 
	
              Floating
                Rate Day

            	 
	
              Count
                Fraction:

            	
              Actual/360

            
	 	 
	
              Reset
                Dates:

            	
              The
                first day of each Calculation Period.

            
	 	 
	
              Compounding:

            	
              Inapplicable

            
	 	 
	
              Scale
                Factor:

            	
              250

            
	 	 
	
              Business
                Days:

            	
              New
                York

            
	 	 
	
              Business
                Day Convention:

            	
              Following

            


    

    


    
      	
              Item
                3.

            	
              Provisions
                Deemed Incorporated in a Schedule to the ISDA Master
                Agreement:

            


    

    


    
      	
              Part
                1.

            	
              Termination
                Provisions.

            


    

    


    
      	
               

            	
              For
                the purposes of this Agreement:-

            


    

    


    (a)           “Specified
      Entity” will not apply to Party A or Party B for any
      purpose.

    


    
      	
              (b)

            	
              “Specified
                Transaction” will have the meaning specified in Section
                14.

            


    

    


    
      	
              (c)

            	
              Events
                of Default.

            


    

    


    The
      statement below that an Event of Default will apply to a specific party means
      that upon the occurrence of such an Event of Default with respect to such party,
      the other party shall have the rights of a Non-defaulting Party under Section
      6
      of this Agreement; conversely, the statement below that such event will not
      apply to a specific party means that the other party shall not have such
      rights.

    


    
      	
              (i)  

            	
              The
                “Failure to Pay or Deliver” provisions of Section 5(a)(i)
                will apply to Party A and will apply to Party B; provided, however,
                that
                notwithstanding anything to the contrary in Section 5(a)(i) or in
                Paragraph 7 any failure by Party A to comply with or perform any
                obligation to be complied with or performed by Party A under the
                Credit
                Support Annex shall not constitute an Event of Default under Section
                5(a)(i) unless a Moody’s Second Trigger Downgrade Event has occurred and
                is continuing and at least 30 Local Business Days have elapsed since
                such
                Moody’s Second Trigger Downgrade Event first
                occurred.

            


    

    


    
      	
              (ii)  

            	
              The
                “Breach of Agreement” provisions of Section 5(a)(ii) will
                apply to Party A and will not apply to Party
                B.

            


    

    


    
      	
              (iii)  

            	
              The
                “Credit Support Default” provisions of Section 5(a)(iii)
                will apply to Party A and will not apply to Party B except that Section
                5(a)(iii)(1) will apply to Party B solely in respect of Party B’s
                obligations under Paragraph 3(b); provided, however, that notwithstanding
                anything to the contrary in Section 5(a)(iii)(1), any failure by
                Party A
                to comply with or perform any obligation to be complied with or performed
                by Party A under the Credit Support Annex shall not constitute an
                Event of
                Default under Section 5(a)(iii) unless a Moody’s Second Trigger Downgrade
                Event has occurred and is continuing and at least 30 Local Business
                Days
                have elapsed since such Moody’s Second Trigger Downgrade Event first
                occurred.

            


    

    


    
      	
              (iv)  

            	
              The
                “Misrepresentation” provisions of Section 5(a)(iv) will
                apply to Party A and will not apply to Party
                B.

            


    

    


    
      	
              (v)  

            	
              The
                “Default under Specified Transaction” provisions of
                Section 5(a)(v) will apply to Party A and will not apply to Party
                B.

            


    

    


    
      	
              (vi)  

            	
              The
                “Cross Default” provisions of Section 5(a)(vi) will apply
                to Party A and will not apply to Party B.  For purposes of
                Section 5(a)(vi), solely with respect to Party
                A:

            


    

    


    “Specified
      Indebtedness” will have the meaning specified in Section 14.

    


    “Threshold
      Amount” means USD 100,000,000. 

    


    
      	
              (vii)  

            	
              The
                “Bankruptcy” provisions of Section 5(a)(vii) will apply
                to Party A and will apply to Party B; provided, however, that, for
                purposes of applying Section 5(a)(vii) to Party B: (A) Section
                5(a)(vii)(2) shall not apply, (B) Section 5(a)(vii)(3) shall not
                apply to
                any assignment, arrangement or composition that is effected by or
                pursuant
                to the Pooling and Servicing Agreement, (C) Section 5(a)(vii)(4)
                shall not
                apply to a proceeding instituted, or a petition presented, by Party
                A or
                any of its Affiliates (for purposes of Section 5(a)(vii)(4), Affiliate
                shall have the meaning set forth in Section 14, notwithstanding anything
                to the contrary in this Agreement), (D) Section 5(a)(vii)(6) shall
                not
                apply to any appointment that is effected by or pursuant to the Pooling
                and Servicing Agreement, or any appointment to which Party B has
                not yet
                become subject; (E) Section 5(a)(vii) (7) shall not apply; (F) Section
                5(a)(vii)(8) shall apply only to the extent of any event which has
                an
                effect analogous to any of the events specified in clauses (1), (3),
                (4),
                (5) or (6) of Section 5(a)(vii), in each case as modified in this
                Part
                1(c)(vii), and (G) Section 5(a)(vii)(9) shall not
                apply.

            


    

    


    
      	
              (viii)  

            	
              The
                “Merger Without Assumption” provisions of Section
                5(a)(viii) will apply to Party A and will apply to Party
                B.

            


    

    


    (d)           Termination
      Events.

    


    The
      statement below that a Termination Event will apply to a specific party means
      that upon the occurrence of such a Termination Event, if such specific party
      is
      the Affected Party with respect to a Tax Event, the Burdened Party with respect
      to a Tax Event Upon Merger (except as noted below) or the non-Affected Party
      with respect to a Credit Event Upon Merger, as the case may be, such specific
      party shall have the right to designate an Early Termination Date in accordance
      with Section 6 of this Agreement; conversely, the statement below that such
      an
      event will not apply to a specific party means that such party shall not have
      such right; provided, however, with respect to “Illegality” the statement that
      such event will apply to a specific party means that upon the occurrence of
      such
      a Termination Event with respect to such party, either party shall have the
      right to designate an Early Termination Date in accordance with Section 6 of
      this Agreement.

    


    (i)           The
      “Illegality” provisions of Section 5(b)(i) will apply to Party
      A and will apply to Party B.

    


    
      	
               

            	
              (ii)

            	
              The
                “Tax Event” provisions of Section 5(b)(ii) will apply to
                Party A and will apply to Party B.

            


    

    


    
      	
               

            	
              (iii)

            	
              The
                “Tax Event Upon Merger” provisions of Section 5(b)(iii)
                will apply to Party A and will apply to Party B, provided that Party
                A
                shall not be entitled to designate an Early Termination Date by reason
                of
                a Tax Event upon Merger in respect of which it is the Affected
                Party.

            


    

    


    
      	
               

            	
              (iv)

            	
              The
                “Credit Event Upon Merger” provisions of Section 5(b)(iv)
                will not apply to Party A and will not apply to Party
                B.

            


    

    


    
      	
              (e)

            	
              The
                “Automatic Early Termination” provision of Section 6(a)
                will not apply to Party A and will not apply to Party
                B.

            


    

    


    (f)           Payments
      on Early Termination.  For the purpose of Section 6(e) of
      this Agreement:

    


    
      	
              (i)  

            	
              Market
                Quotation and the Second Method will apply, provided, however, that,
                notwithstanding anything to the contrary in this Agreement, if an
                Early
                Termination Date has been designated as a result of a Derivative
                Provider
                Trigger Event, the following provisions will
                apply:

            


    

    


    
      	
               

            	
              (A)

            	
              Section
                6(e) is hereby amended by inserting on the first line thereof the
                words
                “or is effectively designated” after “If an Early Termination Date
                occurs”;

            


    

    


    
      	
               

            	
              (B)

            	
              The
                definition of Market Quotation in Section 14 shall be deleted in
                its
                entirety and replaced with the
                following:

            


    

    


    “Market
      Quotation” means, with respect to one or more Terminated
      Transactions, and a party making the determination, an amount determined on
      the
      basis of one or more Firm Offers from Reference Market-makers that are Eligible
      Replacements.  Each Firm Offer will be (1) for an amount that would be
      paid to Party B (expressed as a negative number) or by Party B (expressed as
      a
      positive number) in consideration of an agreement between Party B and such
      Reference Market-maker to enter into a Replacement Transaction, and (2) made
      on
      the basis that Unpaid Amounts in respect of the Terminated Transaction or group
      of Transactions are to be excluded but, without limitation, any payment or
      delivery that would, but for the relevant Early Termination Date, have been
      required (assuming satisfaction of each applicable condition precedent) after
      that Early Termination Date are to be included.  The party making the
      determination (or its agent) will request each Reference Market-maker that
      is an
      Eligible Replacement to provide its Firm Offer to the extent reasonably
      practicable as of the same day and time (without regard to different time zones)
      on or as soon as reasonably practicable after the designation or occurrence
      of
      the relevant Early Termination Date. The day and time as of which those Firm
      Offers are to be provided (the “bid time”) will be selected in good faith by the
      party obliged to make a determination under Section 6(e), and, if each party
      is
      so obliged, after consultation with the other.  If at least one Firm
      Offer from an Approved Replacement (which, if accepted, would determine the
      Market Quotation) is provided at the bid time, the Market Quotation will be
      the
      Firm Offer (among such Firm Offers as specified in clause (C) below) actually
      accepted by Party B no later than the Business Day immediately preceding the
      Early Termination Date.  If no Firm Offer from an Approved Replacement
      (which, if accepted, would determine the Market Quotation) is provided at the
      bid time, it will be deemed that the Market Quotation in respect of such
      Terminated Transaction or group of Transactions cannot be
      determined.

    


    
      	
               

            	
              (C)

            	
              If
                more than one Firm Offer from an Approved Replacement (which, if
                accepted,
                would determine the Market Quotation) is provided at the bid time,
                Party B
                shall accept the Firm Offer (among such Firm Offers) which would
                require
                either (x) the lowest payment by Party B to the Reference Market-maker,
                to
                the extent Party B would be required to make a payment to the Reference
                Market-maker or (y) the highest payment from the Reference Market-maker
                to
                Party B, to the extent the Reference Market-maker would be required
                to
                make a payment to Party B.  If only one Firm Offer from an
                Approved Replacement (which, if accepted, would determine the Market
                Quotation) is provided at the bid time, Party B shall accept such
                Firm
                Offer.

            


    

    


    
      	
               

            	
              (D)

            	
              If
                Party B requests Party A in writing to obtain Market Quotations,
                Party A
                shall use its reasonable efforts to do
                so.

            


    

    


    
      	
               

            	
              (E)

            	
              If
                the Settlement Amount is a negative number, Section 6(e)(i)(3) shall
                be
                deleted in its entirety and replaced with the
                following:

            


    

    


    “(3)
      Second Method and Market Quotation. If the Second Method and Market
      Quotation apply, (I) Party B shall pay to Party A an amount equal to the
      absolute value of the Settlement Amount in respect of the Terminated
      Transactions, (II) Party B shall pay to Party A the Termination Currency
      Equivalent of the Unpaid Amounts owing to Party A and (III) Party A shall pay
      to
      Party B the Termination Currency Equivalent of the Unpaid Amounts owing to
      Party
      B; provided, however, that (x) the amounts payable under the immediately
      preceding clauses (II) and (III) shall be subject to netting in accordance
      with
      Section 2(c) of this Agreement and (y) notwithstanding any other provision
      of
      this Agreement, any amount payable by Party A under the immediately preceding
      clause (III) shall not be netted against any amount payable by Party B under
      the
      immediately preceding clause (I).”

    


    
      	
               

            	
              (F)

            	
              In
                determining whether or not a Firm Offer satisfies clause (B)(y) of
                the
                definition of Replacement Transaction and whether or not a proposed
                transfer satisfies clause (e)(B)(y) of the definition of Permitted
                Transfer, Party B shall act in a commercially reasonable
                manner.

            


    

    


    (g)           “Termination
      Currency” means USD.

    


    (h)        
        Additional
      Termination Events.  Additional Termination Events will apply
      as provided in Part 5(c).

    


    Part
      2.   Tax Matters.

    


    (a)           Tax
      Representations.

    


    
      	
               

            	
              (i)

            	
              Payer
                Representations.  For the purpose of Section 3(e) of
                this Agreement:

            


    

     

    (A)           Party
      A makes the following representation(s):

    


    It
      is not
      required by any applicable law, as modified by the practice of any relevant
      governmental revenue authority, of any Relevant Jurisdiction to make any
      deduction or withholding for or on account of any Tax from any payment (other
      than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be
      made
      by it to the other party under this Agreement.

    


    In
      making
      this representation, it may rely on:

    


    
      	
               

            	
              (i)

            	
              the
                accuracy of any representations made by the other party pursuant
                to
                Section 3(f) of this Agreement;

            


    

    


    
      	
               

            	
              (ii)

            	
              the
                satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii)
                of
                this Agreement and the accuracy and effectiveness of any document
                provided
                by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this
                Agreement; and

            


    

    


    
      	
               

            	
              (iii)

            	
              the
                satisfaction of the agreement of the other party contained in Section
                4(d)
                of this Agreement, provided that it shall not be a breach of this
                representation where reliance is placed on clause (ii) and the other
                party
                does not deliver a form or document under Section 4(a)(iii) by reason
                of
                material prejudice to its legal or commercial
                position.

            


    

    


    (B)           Party
      B makes the following representation(s):

    


    None.

    


    (ii)           Payee
      Representations.  For the purpose of Section 3(f) of this
      Agreement:

     

    (A)           Party
      A makes the following representation(s):

    


    Party
      A
      is a corporation organized under the laws of the State of Delaware and its
      U.S.
      taxpayer identification number is 13-3866307.

    


    (B)           Party
      B makes the following representation(s):

    


    None.

    


    
      	
              (b)

            	
              Tax
                Provisions.

            


    

    


    
      	
               

            	
              (i)

            	
              Gross
                Up.  Section 2(d)(i)(4) shall not apply to Party B as
                X, such that Party B shall not be required to pay any additional
                amounts
                referred to therein.

            


    

    


    
      	
                  
                (ii)  

            	
              Indemnifiable
                Tax. Notwithstanding the definition of “Indemnifiable Tax” in
                Section 14 of this Agreement, all Taxes in relation to payments by
                Party A
                shall be Indemnifiable Taxes (including any Tax imposed in relation
                to a
                Credit Support Document or in relation to any payment thereunder)
                unless
                such Taxes (i) are assessed directly against Party B and not by deduction
                or withholding by Party A or (ii) arise as a result of a Change in
                Tax Law
                (in which case such Tax shall be an Indemnifiable Tax only if such
                Tax
                satisfies the definition of Indemnifiable Tax provided in Section
                14).  In relation to payments by Party B, no Tax shall be an
                Indemnifiable Tax.

            


    

    


      Part
      3.   Agreement to Deliver Documents.


    


     (a)           For
      the purpose of Section 4(a)(i), tax forms, documents, or certificates to be
      delivered are:

    


    
      	
              Party
                required to deliver document

               

            	
              Form/Document/

              Certificate

               

            	 	
              Date
                by which to

              be
                delivered

               

            
	
              Party
                A

               

            	
              An
                original properly completed and executed United States Internal Revenue
                Service Form W-9 (or any successor thereto) with respect to any payments
                received or to be received by Party A that eliminates U.S. federal
                withholding and backup withholding Tax on payments to Party A under
                this
                Agreement.

               

            	 	
              (i)
                upon execution of this Agreement, (ii) on or before the first payment
                date
                under this Agreement, including any Credit Support Document, (iii)
                promptly upon the reasonable demand by Party B, (iv) prior to the
                expiration or obsolescence of any previously delivered form, and
                (v)
                promptly upon the information on any such previously delivered form
                becoming inaccurate or incorrect.

               

            
	
              Party
                B

               

            	
              (i)
                Upon execution of this Agreement, an original properly completed
                and
                executed United States Internal Revenue Service Form W-9 (or any
                successor
                thereto) with respect to any payments received or to be received
                by the
                initial beneficial owner of payments to Party B that eliminates U.S.
                federal withholding and backup withholding Tax on payments to Party
                B
                under this Agreement, and (ii) thereafter,  the appropriate tax
                certification form (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY,
                W-8EXP
                or W-8ECI, as applicable (or any successor form thereto)) with respect
                to
                any payments received or to be received by the beneficial owner of
                payments to Party B under this Agreement from time to time.

               

            	 	
              (i)
                upon execution of this Agreement, (ii) on or before the first payment
                date
                under this Agreement, including any Credit Support Document, (iii)
                in the
                case of a tax certification form other than a Form W-9, before December
                31
                of each third succeeding calendar year, (iv) promptly upon the reasonable
                demand by Party A, (v) prior to the expiration or obsolescence of
                any
                previously delivered form, and (vi) promptly upon the information
                on any
                such previously delivered form becoming inaccurate or
                incorrect.

               

            


    

    


    


     (b)           For
      the purpose of Section 4(a)(ii), other documents to be delivered
      are:

    


    
      	
              Party
                required to deliver document

               

            	
              Form/Document/

              Certificate

               

            	 	
              Date
                by which to

              be
                delivered

               

            	
              Covered
                by Section 3(d) Representation

               

            
	
              Party
                A and

              Party
                B

               

            	
              Any
                documents required by the receiving party to evidence the authority
                of the
                delivering party or its Credit Support Provider, if any, for it to
                execute
                and deliver the Agreement, each Confirmation, and any Credit Support
                Documents to which it is a party, and to evidence the authority of
                the
                delivering party or its Credit Support Provider to perform its obligations
                under the Agreement, each Confirmation and any Credit Support Document,
                as
                the case may be

               

            	 	
              Upon
                the execution and delivery of this Agreement

               

            	
              Yes

               

            
	
              Party
                A and

              Party
                B

               

            	
              A
                certificate of an authorized officer of the party, as to the incumbency
                and authority of the respective officers of the party signing the
                Agreement, each  Confirmation, and any relevant Credit Support
                Document, as the case may be

               

            	 	
              Upon
                the execution and delivery of this Agreement

               

            	
              Yes

               

            
	
              Party
                A

               

            	
              Annual
                Report of Party A containing consolidated financial statements certified
                by independent certified public accountants and prepared in accordance
                with generally accepted accounting principles in the country in which
                Party A is organized

               

            	 	
              Upon
                request by Party B

               

            	
              Yes

               

            
	
              Party
                A

               

            	
              Quarterly
                Financial Statements of Party A containing unaudited, consolidated
                financial statements of Party A’s fiscal quarter prepared in accordance
                with generally accepted accounting principles in the country in which
                Party A is organized

               

            	 	
              Upon
                request by Party B

               

            	
              Yes

               

            
	
              Party
                A

               

            	
              An
                opinion of counsel of such party  regarding the enforceability
                of this Agreement in a form reasonably satisfactory to the other
                party.

               

            	 	
              Upon
                the execution and delivery of this Agreement

               

            	
              No

               

            
	
              Party
                B

               

            	
              An
                executed copy of the Pooling and Servicing Agreement.

               

            	 	
              Promptly
                upon filing of such agreement with the U.S. Securities and Exchange
                Commission

               

            	
              No

               

            


    

    


    Part
      4.  Miscellaneous.

    


    
      	
              (a)

            	
              Address
                for Notices:  For the purposes of Section 12(a) of
                this Agreement:

            


    

    


    Address
      for notices or communications
      to Party A:

    


    
      	
              Address:

            	
              383
                Madison Avenue, New York, New York 10179

            
	
              Attention:

            	
              DPC
                Manager

            
	
              Facsimile:

            	
              (212)
                272-5823

            
	 	 
	
              with
                a copy to:

            	 
	 	 
	
              Address:

            	
              One
                Metrotech Center North, Brooklyn, New York 11201

            
	
              Attention:

            	
              Derivative
                Operations   7th Floor

            
	
              Facsimile:

            	
              (212)
                272-1634

            
	 	 
	
              (For
                all purposes)

            	 


    

    


    Address
      for notices or communications
      to Party B:

    


    
      	
              Address:

            	
              Wells
                Fargo Bank, N.A. 9062 Old Annapolis Road, Columbia, MD
                21045

            
	
              Attention:

            	
              Client
                Manager Soundview 2007-OPT5

            
	
              Facsimile:

            	
              410-715-2380

            
	
              Telephone:

            	
              410-884-2000

            
	 	 
	
              (For
                all purposes)

            	 


    

    


    (b)           Process
      Agent.  For the purpose of Section 13(c):

    


    Party
      A
      appoints as its Process Agent:  Not applicable.

    


    Party
      B
      appoints as its Process Agent:  Not applicable.

    


    
      	
              (c)

            	
              Offices.  The
                provisions of Section 10(a) will apply to this Agreement; neither
                Party A
                nor Party B has any Offices other than as set forth in the Notices
                Section.

            


    

    


    
      	
              (d)

            	
              Multibranch
                Party.  For the purpose of Section 10(c) of this
                Agreement:

            


    

    


    Party
      A is not a Multibranch
      Party.

    


    
      	
               

            	
              Party
                B is not a Multibranch Party.

            


    

    


    
      	
              (e)

            	
              Calculation
                Agent.  The Calculation Agent is Party
                A.

            


    

    


    (f)           Credit
      Support Document.

    


    
      	
              Party
                A:

            	
              The
                Credit Support Annex, and any guarantee in support of Party A’s
                obligations under this Agreement.

            
	 	 
	
              Party
                B:

            	
              The
                Credit Support Annex.

            


    

    


    
      	
              (g)

            	
              Credit
                Support Provider.

            


    

    


    
      	
              Party
                A:

            	
              The
                guarantor under any guarantee in support of Party A’s obligations under
                this Agreement.

            
	 	 
	
              Party
                B:

            	
              None.

            


    

    


    
      	
              (h)

            	
              Governing
                Law.  The parties to this Agreement hereby agree that
                the law of the State of New York shall govern their rights and duties
                in
                whole (including any claim or controversy arising out of or relating
                to
                this Agreement), without regard to the conflict of law provisions
                thereof
                other than New York General Obligations Law Sections 5-1401 and
                5-1402.

            


    

    


    
      	
              (i)

            	
              Netting
                of Payments.  Subparagraph (ii) of Section 2(c) will
                apply to each Transaction
                hereunder.

            


    

    


    
      	
              (j)

            	
              Affiliate.Party
                A and Party B shall be deemed to have no Affiliates for purposes
                of this
                Agreement.

            


    

     

    Part
      5.   Other
      Provisions.

    


    
      	
              (a)

            	
              Definitions.
                Unless otherwise specified in a Confirmation, this Agreement
                and
                each Transaction under this Agreement are subject to the 2006 ISDA
                Definitions as published and copyrighted in 2006 by the International
                Swaps and Derivatives Association, Inc. (the
                “Definitions”), and will be governed in all relevant
                respects by the provisions set forth in the Definitions, without
                regard to
                any amendment to the Definitions subsequent to the date
                hereof.  The provisions of the Definitions are hereby
                incorporated by reference in and shall be deemed a part of this Agreement,
                except that (i) references in the Definitions to a “Swap Transaction”
                shall be deemed references to a “Transaction” for purposes of this
                Agreement, and (ii) references to a “Transaction” in this Agreement shall
                be deemed references to a “Swap Transaction” for purposes of the
                Definitions. Each term capitalized but not defined in this Agreement
                shall
                have the meaning assigned thereto in the Pooling and Servicing
                Agreement.

            


    

     

    Each
      reference herein to a “Section” (unless specifically referencing the Pooling and
      Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
      a reference to a Section of the ISDA Master Agreement; each herein reference
      to
      a “Part” will be construed as a reference to the Schedule to the ISDA Master
      Agreement; each reference herein to a “Paragraph” will be construed as a
      reference to a Paragraph of the Credit Support Annex.

     

    (b)           Amendments
      to ISDA Master Agreement.

    


    
      	
               

            	
              (i)

            	
              Single
                Agreement.  Section 1(c) is hereby amended by the
                adding the words “including, for the avoidance of doubt, the Credit
                Support Annex”  after the words “Master
                Agreement”.

            


    

    


    
      	
               

            	
              (ii)

            	
              [Reserved.]

            


    

    


    
      	
               

            	
              (iii)

            	
              [Reserved.]

            


    

    


    
      	
               

            	
              (iv)

            	
              Representations.  Section
                3 is hereby amended by adding at the end thereof the following subsection
                (g):

            


    

    


    
      	
               

            	
              “(g)

            	
              Relationship
                Between Parties.

            


    

    


    
      	
               

            	
              (1)

            	
              Nonreliance.  (i)
                It is not relying on any statement or representation of the other
                party
                (whether written or oral) regarding any Transaction hereunder, other
                than
                the representations expressly made in this Agreement or the Confirmation
                in respect of that Transaction, (ii) it has consulted with its own
                legal,
                regulatory, tax, business, investment, financial and accounting advisors
                to the extent it has deemed necessary, and it has made its own investment,
                hedging and trading decisions based upon its own judgment and upon
                any
                advice from such advisors as it has deemed necessary and not upon
                any view
                expressed by the other party, (iii) it is not relying on any communication
                (written or oral) of the other party as investment advice or as a
                recommendation to enter into this Transaction; it being understood
                that
                information and explanations related to the terms and conditions
                of this
                Transaction shall not be considered investment advice or a recommendation
                to enter into this Transaction, and (iv) it has not received from
                the
                other party any assurance or guaranty as to the expected results
                of this
                Transaction.

            


    

     

    
      	
               

            	
              (2)

            	
              Evaluation
                and Understanding.  (i) It has the capacity to evaluate
                (internally or through independent professional advice) each Transaction
                and has made its own decision to enter into the Transaction and (ii)
                it
                understands the terms, conditions and risks of the Transaction and
                is
                willing and able to accept those terms and conditions and to assume
                those
                risks, financially and otherwise. 

            


    

    


    
      	
               

            	
              (3)

            	
              Purpose.  It
                is entering into the Transaction for the purposes of managing its
                borrowings or investments, hedging its underlying assets or liabilities
                or
                in connection with a line of
                business.

            


    

    


    
      	
               

            	
              (4)

            	
              Status
                of Parties.  The other party is not acting as an agent,
                fiduciary or advisor for it in respect of the
                Transaction.

            


    

    


    
      	
               

            	
              (5)

            	
              Eligible
                Contract Participant.  It is an “eligible swap participant” as
                such term is defined in, Section 35.1(b)(2) of the regulations (17
                C.F.R.
                35) promulgated under, and an “eligible contract participant” as defined
                in Section 1(a)(12) of the Commodity Exchange Act, as
                amended.”

            


    

    


    
      	
               

            	
              (v)

            	
              Transfer
                to Avoid Termination Event.  Section 6(b)(ii) is hereby
                amended (i) by deleting in the first paragraph the words “or if a Tax
                Event Upon Merger occurs and the Burdened Party is the Affected Party,”
                and in the third paragraph  the words “, which consent will not
                be withheld if such other party’s policies in effect at such time would
                permit it to enter into transactions with the transferee on the terms
                proposed”, (ii) by deleting the words “to transfer” and inserting the
                words “to effect a Permitted Transfer” in lieu thereof, and (iii) adding
                at the end of the third paragraph “; provided that the other party’s
                consent shall not be required if such transfer is a Permitted
                Transfer.”

            


    

    


    
      	
               

            	
              (vi)

            	
              Jurisdiction.
                Section 13(b) is hereby amended by: (i) deleting in the
                second
                line of subparagraph (i) thereof the word “non-”, (ii) deleting “; and”
                from the end of subparagraph (i) and inserting “.” in lieu thereof, and
                (iii) deleting the final paragraph
                thereof.

            


    

    


    
      	
               

            	
              (vii)

            	
              Local
                Business Day.  The definition of Local Business Day in
                Section 14 is hereby amended by the addition of the words “or any Credit
                Support Document” after “Section 2(a)(i)” and the addition of the words
                “or Credit Support Document” after
                “Confirmation”.

            


    

    


    
      	
              (c)

            	
              Additional
                Termination Events.  The following Additional
                Termination Events will apply:

            


    

    


    
      	
                 
                   (i)  

            	
              Failure
                to Post Collateral.If Party A has failed to comply with or
                perform any obligation to be complied with or performed by Party
                A in
                accordance with the Credit Support Annex and such failure has not
                given
                rise to an Event of Default under Section 5(a)(i) or Section 5(a)(iii),
                then an Additional Termination Event shall have occurred with respect
                to
                Party A and Party A shall be the sole Affected Party with respect
                to such
                Additional Termination Event.

            


    

    


    
      	
                    
                (ii)  

            	
              Second
                Rating Trigger Replacement.  The occurrence of any
                event described in this Part 5(c)(ii) shall constitute an Additional
                Termination Event with respect to Party A and Party A shall be the
                sole
                Affected Party with respect to such Additional Termination
                Event.

            


    

    


    
      	
               

            	
              (A)

            	
              A
                Moody’s Second Trigger Downgrade Event has occurred and is continuing and
                at least 30 Local Business Days have elapsed since such Moody’s Second
                Trigger Downgrade Event first occurred, and at least one Eligible
                Replacement has made a Firm Offer that would, assuming the occurrence
                of
                an Early Termination Date, qualify as a Market Quotation (on the
                basis
                that Part 1(f)(i)(A) applies) and which remains capable of becoming
                legally binding upon acceptance.

            


    

    


    
      	
               

            	
              (B)

            	
              An
                S&P Required Ratings Downgrade Event has occurred and is continuing
                and at least 60 calendar days have elapsed since such S&P Required
                Ratings Downgrade Event first
                occurred.

            


    

    


    
      	
               

            	
              (iii)

            	
              Amendment
                of the Pooling and Servicing Agreement. If, without the prior
                written consent of Party A, where such consent is required under
                the Pooling and Servicing Agreement (such consent not to be unreasonably
                withheld, conditioned or delayed), an amendment or modification is
                made to
                the Pooling and Servicing Agreement which amendment or modification
                could
                reasonably be expected to have a material adverse effect on the rights
                and
                interests of Party A under the Credit Support Annex, an
                Additional Termination Event shall have occurred with respect to
                Party B,
                Party B shall be the sole Affected Party and all Transactions hereunder
                shall be Affected Transactions.

            


    

    


    
      	
               

            	
              (iv)

            	
              Failure
                to Comply with Regulation AB Requirements.  If, upon the
                occurrence of a Swap Disclosure Event (as defined in Part 5(e) below)
                Party A has not complied with any of the provisions set forth in
                Part
                5(e)(iii) below within the time period specified therein, then an
                Additional Termination Event shall have occurred with respect to
                Party A
                and Party A shall be the sole Affected Party with respect to such
                Additional Termination Event.

            


    

    


    
      	
               

            	
              (v)

            	
              [Reserved.]

            


    

    


    
      	
               

            	
              (vi)

            	
              Optional
                Termination of Securitization.  An Additional
                Termination Event shall occur upon the earlier of (i) the occurrence
                of an
                Optional Termination in accordance with Article X of the Pooling
                and
                Servicing Agreement or (ii) notice to Certificateholders of such
                Optional
                Termination becoming unrescindable, in accordance with Article X
                of the
                Pooling and Servicing Agreement. Party B shall be the sole Affected
                Party
                with respect to such Additional Termination Event; provided, however,
                that
                notwithstanding anything to the contrary in Section 6(b)(iv), only
                Party B
                may designate an Early Termination Date as a result of this Additional
                Termination Event.

            


    

    


    
      	
              (d)

            	
              Required
                Ratings Downgrade Event.  If a Required Ratings
                Downgrade Event has occurred and is continuing, then Party A shall,
                at its
                own expense, use commercially reasonable efforts to, as soon as reasonably
                practicable, either (A) effect a Permitted Transfer or (B) procure
                an
                Eligible Guarantee by a guarantor with credit ratings at least equal
                to
                the S&P Required Ratings Threshold and the Moody’s Second Trigger
                Threshold.

            


    

    


    
      	
              (e)

            	
              Compliance
                with Regulation AB.

            


    

    


    
      	
               

            	
              (i)

            	
              Party
                A  agrees and acknowledges that Financial Asset Securities Corp.
                (the “Depositor”) is required under Regulation AB under the Securities Act
                of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934,
                as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain
                financial information regarding Party A or its group of affiliated
                entities, if applicable, depending on the aggregate “significance
                percentage” of this Agreement and any other derivative contracts between
                Party A or its group of affiliated entities, if applicable, and Party
                B,
                as calculated from time to time in accordance with Item 1115 of Regulation
                AB.

            


    

     

    
      	
               

            	
              (ii)

            	
              It
                shall be a swap disclosure event (“Swap Disclosure Event”) if, on any
                Business Day after the date hereof, Depositor requests from Party
                A the
                applicable financial information described in Item 1115 of Regulation
                AB
                (such request to be based on a reasonable determination by Depositor,
                in
                good faith, that such information is required under Regulation AB
                with
                respect to this Transaction) (the “Swap Financial
                Disclosure”).

            


    

     

    
      	
               

            	
              (iii)

            	
              Upon
                the occurrence of a Swap Disclosure Event, Party A, at its own expense,
                shall either (1)(a) (i) provide to Depositor the current Swap Financial
                Disclosure in an EDGAR-compatible format (for example, such information
                may be provided in Microsoft Word® or Microsoft Excel® format but not in
                .pdf format) or (ii) provide written consent to Depositor to incorporation
                by reference of such current Swap Financial Disclosure that are filed
                with
                the Securities and Exchange Commission in the reports of the Trust
                filed
                pursuant to the Exchange Act, (b) if applicable, cause its outside
                accounting firm to provide its consent to filing or incorporation
                by
                reference of such accounting firm’s report relating to their audits of
                such current Swap Financial Disclosure in the Exchange Act Reports
                of
                Depositor, and (c) provide to Depositor any updated Swap Financial
                Disclosure with respect to Party A within five days of the release
                of any
                such updated Swap Financial Disclosure (but in no event more than
                45 days
                after the end of each of Party A’s fiscal quarter for any quarterly
                update); (2) secure another entity to replace Party A as party to
                this
                Agreement on terms substantially similar to this Agreement, which
                entity
                (or a guarantor therefore) satisfies the Rating Agency Condition
                and which
                entity is able to comply with the requirements of Item 1115 of Regulation
                AB and rule 3-10(b) of Regulation S-X, or (3) obtain a guaranty of
                Party
                A’s obligations under this Agreement from an affiliate of Party A that
                is
                able to comply with the financial information disclosure requirements
                of
                Item 1115 of Regulation AB and rule 3-10(b) of Regulation S-X, and
                cause
                such affiliate to provide Swap Financial Disclosure and any future
                Swap
                Financial Disclosure, such that disclosure provided in respect of
                such
                affiliate will satisfy any disclosure requirements applicable to
                the Swap
                Provider.

            


    

     

    
      	
               

            	
              (iv)

            	
              (a)
                Party A hereby agrees to indemnify and hold harmless Depositor, the
                respective present and former directors, officers, employees and
                agents of
                each of the foregoing and each person, if any, who controls Depositor
                within the meaning of Section 15 of the Act, or Section 20 of the
                Exchange
                Act, from and against any and all losses, claims, liabilities, damages,
                penalties, fines, forfeitures, legal fees and expenses and related
                costs,
                judgments, and any other costs, fees and expenses that any of them
                may
                sustain as and when such losses, claims, liabilities, damages, penalties,
                fines forfeitures, legal fees or expenses or related costs, judgments,
                or
                any other costs, fees or expenses are incurred, insofar as such losses,
                claims, liabilities, damages, penalties, fines forfeitures, legal
                fees or
                expenses or related costs, judgments, or any other costs, fees or
                expenses
                (or actions in respect thereof) arise out of or are based upon any
                untrue
                statement or alleged untrue statement of any material fact contained
                in
                the Swap Financial Disclosure, or arise out of, or are based upon,
                the
                omission or alleged omission to state in the Swap Financial Disclosure
                any
                material fact required to be stated therein or necessary to make
                the
                statements in the Swap Financial Disclosure, as applicable, in light
                of
                the circumstances under which they were made, not misleading, and
                Party A
                shall reimburse Depositor, the present and former respective officers,
                directors, employees and agents of each of the foregoing and any
                such
                controlling person for any legal or other expenses reasonably incurred
                by
                it or any of them in connection with investigating or defending any
                such
                losses, claims, liabilities, damages, penalties, fines, forfeitures,
                legal
                fees or expenses or related costs, judgments, or any other costs,
                fees or
                expenses, as and when incurred.

            


    

     

    (b)
      If
      (i) Party A fails to provide the Swap Financial Disclosure or any required
      auditor’s consents to Depositor pursuant to Section 16(iii) hereof (a “Swap
      Financial Disclosure Failure”), (ii) as a result of such Swap Financial
      Disclosure Failure an Early Termination Date is designated hereunder by Party
      B
      and (iii) such Swap Financial Disclosure Failure results in a failure by
      Depositor to file a report required by the Exchange Act, Party A hereby agrees
      to reimburse Depositor, the present and former respective officers, directors,
      employees and agents of each of the foregoing and any such controlling person
      for any legal or other expenses reasonably incurred by it or any of them in
      connection with the investigation or defense of any inquiry or investigation
      by
      the Securities and Exchange Commission resulting from such Swap Financial
      Disclosure Failure; provided that in no event shall Party A be required to
      indemnify Depositor, the present and former respective officers, directors,
      employees and agent of each of the foregoing and any such controlling person
      for
      any lost profit or damages with respect to this Transaction or any other
      transaction (whether such lost profit or damages is characterized as indirect,
      punitive, consequential, special damages or otherwise), even if at the time
      of
      such failure Party A is aware of the possibility of such lost profit or
      damages.

     

    
      	
               

            	
              (v)

            	
              Depositor
                shall be an express third party beneficiary of this Agreement as
                if a
                party hereto to the extent of the Depositor’s rights explicitly specified
                in this Part 5(e).

            


    

     

    
      	
              (f)

            	
              Transfers.

            


    

     

    (i)           Section
      7 is hereby amended to read in its entirety as follows:

     

    “Neither
      this Agreement nor any interest or obligation in or under this Agreement may
      be
      transferred (whether by way of security or otherwise) by either party unless
      (a)
      the prior written consent of the other party is obtained and (b) the Rating
      Agency Condition has been satisfied with respect to S&P, except
      that:

     

    
      	
               

            	
              (a)

            	
              Party
                A may make a Permitted Transfer (1) pursuant to Section 6(b)(ii)
                (as
                amended herein) or Part 5(e), (2) pursuant to a consolidation or
                amalgamation with, or merger with or into, or transfer of all or
                substantially all its assets to, another entity (but without prejudice
                to
                any other right or remedy under this Agreement), or (3) at any time
                at
                which no Relevant Entity has credit ratings at least equal to the
                Approved
                Ratings Threshold;

            


    

     

    
      	
               

            	
              (b)

            	
              Party
                B may transfer its rights and obligations hereunder (1) in connection
                with
                a transfer pursuant to Section 8.09 (merger or consolidation of Trustee)
                of the Pooling and Servicing Agreement, (2) in any collateral assignment
                or other transfer described in the definition of Permitted Security
                Interest; and

            


    

     

    
      	
               

            	
              (c)

            	
              a
                party may make such a transfer of all or any part of its interest
                in any
                amount payable to it from a Defaulting Party under Section
                6(e).

            


    

     

    Any
      purported transfer that is not in compliance with this Section will be
      void.

     

    
      	
               

            	
              (ii)

            	
              If
                an Eligible Replacement has made a Firm Offer (which remains an offer
                that
                will become legally binding upon acceptance by Party B) to be the
                transferee pursuant to a Permitted Transfer, Party B shall, at Party
                A’s
                written request and at Party A’s expense, take any reasonable steps
                required to be taken by Party B to effect such
                transfer.

            


    

     

    
      	
              (g)

            	
              Limited
                Recourse;Non-Recourse.  Party A
                acknowledges and agrees that, notwithstanding any provision in this
                Agreement to the contrary, the obligations of Party B hereunder are
                limited recourse obligations of Party B, payable solely from the
                Cap Trust
                and the proceeds thereof and that Party A will not have any recourse
                to
                any of the directors, officers, agents, employees, shareholders or
                affiliates of Party B with respect to any claims, losses, damages,
                liabilities, indemnities or other obligations in connection with
                any
                transactions contemplated hereby. In the event that the Trust and the proceeds
                thereof, should be insufficient to satisfy all claims outstanding
                and
                following the realization of the account held by the Trust and the
                proceeds thereof, any claims against or obligations of Party B under
                this
                Agreement or any other confirmation thereunder still outstanding
                shall be
                extinguished and thereafter not
                revive.

            


    

    


    
      	
              (h)

            	
              [Reserved.]

            


    

    


    
      	
              (i)

            	
              Rating
                Agency Notifications.  Notwithstanding any other
                provision of this Agreement, no Early Termination Date shall be
                effectively designated hereunder by Party B and no transfer of any
                rights
                or obligations under this Agreement shall be made by either party
                unless
                each Rating
                Agency has been provided prior written notice of such designation
                or
                transfer.

            


    

    


    
      	
              (j)

            	
              No
                Set-off.  Except as expressly provided for in Section
                2(c), Section 6 or Part 1(f)(i)(D) hereof, and notwithstanding any
                other
                provision of this Agreement or any other existing or future agreement,
                each party irrevocably waives any and all rights it may have to set
                off,
                net, recoup or otherwise withhold or suspend or condition payment
                or
                performance of any obligation between it and the other party hereunder
                against any obligation between it and the other party under any other
                agreements.  Section 6(e) shall be amended by deleting the
                following sentence: “The amount, if any, payable in respect of an Early
                Termination Date and determined pursuant to this Section will be
                subject
                to any Set-off.”.

            


    

     

    
      	
              (k)

            	
              Amendment.  Notwithstanding
                any provision to the contrary in this Agreement, no amendment of
                either
                this Agreement or any Transaction under this Agreement shall be permitted
                by either party unless each of the Rating Agencies has been provided
                prior
                written notice of the same and the Rating Agency Condition is satisfied
                with respect to S&P.

            


    

    


    
      	
              (l)

            	
              Notice
                of Certain Events or Circumstances.  Each Party agrees,
                upon learning of the occurrence or existence of any event or condition
                that constitutes (or that with the giving of notice or passage of
                time or
                both would constitute) an Event of Default or Termination Event with
                respect to such party, promptly to give the other Party and to each
                Rating
                Agency notice of such event or condition; provided that failure to
                provide
                notice of such event or condition pursuant to this Part 5(l) shall
                not
                constitute an Event of Default or a Termination
                Event.

            


    

     

    
      	
              (m)

            	
              Proceedings.  No
                Relevant Entity shall institute against, or cause any other person
                to
                institute against, or join any other person in instituting against
                Party
                B, the Cap Trustee, or the Trust formed pursuant to the Pooling and
                Servicing Agreement, in any bankruptcy, reorganization, arrangement,
                insolvency or liquidation proceedings or other proceedings under
                any
                federal or state bankruptcy or similar law for a period of one year
                (or,
                if longer, the applicable preference period) and one day following
                payment
                in full of the Certificates and any Notes.  This provision will
                survive the termination of this
                Agreement.

            


    

    


    
      	
              (n)

            	
              Cap
                Trustee Liability Limitations.  It is expressly
                understood and agreed by the parties hereto that (a) this Agreement
                is
                executed by Wells Fargo Bank, N.A. not in its individual capacity,
                but
                solely as Cap Trustee under the Pooling and Servicing Agreement in
                the
                exercise of the powers and authority conferred and invested in it
                thereunder; (b)  Cap Trustee has been directed pursuant to the
                Pooling and Servicing Agreement to enter into this Agreement and
                to
                perform its obligations hereunder; (c) each of the representations,
                undertakings and agreements herein made on behalf of the Cap Trust
                is made
                and intended not as personal representations of Cap Trustee but is
                made
                and intended for the purpose of binding only the Cap Trust; and (d)
                under
                no circumstances shall Wells Fargo Bank, N.A. in its
                individual capacity be personally liable for any payments hereunder
                or for
                the breach or failure of any obligation, representation, warranty
                or
                covenant made or undertaken under this
                Agreement.

            


    

    


    
      	
              (o)

            	
              Severability.  If
                any term, provision, covenant, or condition of this Agreement, or
                the
                application thereof to any party or circumstance, shall be held to
                be
                invalid or unenforceable (in whole or in part) in any respect, the
                remaining terms, provisions, covenants, and conditions hereof shall
                continue in full force and effect as if this Agreement had been executed
                with the invalid or unenforceable portion eliminated, so long as
                this
                Agreement as so modified continues to express, without material change,
                the original intentions of the parties as to the subject matter of
                this
                Agreement and the deletion of such portion of this Agreement will
                not
                substantially impair the respective benefits or expectations of the
                parties; provided, however, that this severability provision shall
                not be
                applicable if any provision of Section 2, 5, 6, or 13 (or any definition
                or provision in Section 14 to the extent it relates to, or is used
                in or
                in connection with any such Section) shall be so held to be invalid
                or
                unenforceable.

            


    

    


    The
      parties shall endeavor to engage in good faith negotiations to replace any
      invalid or unenforceable term, provision, covenant or condition with a valid
      or
      enforceable term, provision, covenant or condition, the economic effect of
      which
      comes as close as possible to that of the invalid or unenforceable term,
      provision, covenant or condition.

    


    
      	
              (p)

            	
              Agent
                for Party B.  Party A acknowledges that the Depositor
                has appointed Cap Trustee as agent under the Pooling and Servicing
                Agreement to carry out certain functions on behalf of Party B, and
                that
                Cap Trustee shall be entitled to give notices and to perform and
                satisfy
                the obligations of Party B hereunder on behalf of Party
                B.

            


    

     

    
      	
              (q)

            	
              [Reserved.]

            


    

     

    
      	
              (r)

            	
              Consent
                to Recording.  Each party hereto consents to the
                monitoring or recording, at any time and from time to time, by the
                other
                party of any and all communications between trading, marketing, and
                operations personnel of the parties and their Affiliates, waives
                any
                further notice of such monitoring or recording, and agrees to notify
                such
                personnel of such monitoring or
                recording.

            


    

     

    
      	
              (s)

            	
              Waiver
                of Jury Trial.  Each party waives any right it may have
                to a trial by jury in respect of any suit, action or proceeding relating
                to this Agreement or any Credit Support
                Document.

            


    

    


    
      	
              (t)

            	
              Form
                of ISDA Master Agreement.  Party A and Party B hereby
                agree that the text of the body of the ISDA Master Agreement is intended
                to be the printed form of the ISDA Master Agreement (Multicurrency
–
                Crossborder) as published and copyrighted in 1992 by the International
                Swaps and Derivatives Association,
                Inc.

            


    

    


    
      	
              (u)

            	
              [Reserved.]

            


    

    


    
      	
              (v)

            	
              Capacity.  Party
                A represents to Party B on the date on which Party A enters into
                this
                Agreement that it is entering into the Agreement and the Transaction
                as
                principal and not as agent of any person.  The
                Cap
                Trustee represents to Party A on the date on which Party B enters
                into this Agreement that Cap
                Trustee is executing the Agreement not in its individual capacity,
                but solely as Cap
                Trustee
                on behalf of the Cap Trust.

            


    

    


    
      	
              (w)

            	
              [Reserved.]

            


    

     

    
      	
               (x)

            	
              Limitation
                on Events of Default.  Notwithstanding the provisions
                of Sections 5 and 6, with respect to any Transaction, if at any time
                and
                so long as Party B has satisfied in full all its payment obligations
                under
                Section 2(a)(i) in respect of each Transaction with the reference
                number
                FXNEC10023 (the “Cap Transaction”) and has at the time no future payment
                obligations, whether absolute or contingent, under such Section in
                respect
                of such Cap Transaction, then unless Party A is required pursuant
                to
                appropriate proceedings to return to Party B or otherwise returns
                to Party
                B upon demand of Party B any portion of any such payment in respect
                of
                such Cap Transaction, (a) the occurrence of an event described in
                Section
                5(a) with respect to Party B shall not constitute an Event of Default
                or
                Potential Event of Default with respect to Party B as Defaulting
                Party in
                respect of such Cap Transaction and (b) Party A shall be entitled
                to
                designate an Early Termination Date pursuant to Section 6 in respect
                of
                such Cap Transaction only as a result of the occurrence of a Termination
                Event set forth in either Section 5(b)(i) or 5(b)(ii) with respect
                to
                Party A as the Affected Party, or Section 5(b)(iii) with respect
                to Party
                A as the Burdened Party.  Party A acknowledges and agrees that
                Party B’s only payment obligation under Section 2(a)(i) in respect of the
                Cap Transaction is to pay the related Fixed Amount on the related
                Fixed
                Amount Payer Payment Date.

            


    

     

    
      	
              (y)

            	
              [Reserved.]

            


    

     

    (z)           Additional
      Definitions.

     

    As
      used
      in this Agreement, the following terms shall have the meanings set forth below,
      unless the context clearly requires otherwise:

     

    “Approved
      Ratings Threshold” means each of the S&P Approved Ratings
      Threshold and the Moody’s First Trigger Ratings Threshold.

    


    “Approved
      Replacement” means, with respect to a Market Quotation, an entity
      making such Market Quotation, which entity would satisfy conditions (a), (b),
      (c) and (d) of the definition of Permitted Transfer (as determined by Party
      B in
      its sole discretion, acting in a commercially reasonable manner) if such entity
      were a Transferee, as defined in the definition of Permitted
      Transfer.

    


    “Derivative
      Provider Trigger Event” means (i) an Event of Default with respect
      to which Party A is a Defaulting Party, (ii) a Termination Event with respect
      to
      which Party A is the sole Affected Party or (iii) an Additional Termination
      Event with respect to which Party A is the sole Affected Party.

    


    “Eligible
      Guarantee” means an unconditional and irrevocable guarantee of all
      present and future payment obligations and obligations to post collateral of
      Party A under this Agreement (or, solely for purposes of the definition of
      Eligible Replacement, all present and future payment obligations and obligations
      to post collateral of such Eligible Replacement under this Agreement or its
      replacement, as applicable) which is provided by a guarantor as principal debtor
      rather than surety and which is directly enforceable by Party B, the form and
      substance of which guarantee are subject to the Rating Agency Condition with
      respect to S&P.

    


    “Eligible
      Replacement” means an entity (A) that lawfully could perform the
      obligations owing to Party B under this Agreement (or its replacement, as
      applicable), and (B) (I) (x) which has credit ratings from S&P at least
      equal to the S&P Required Ratings Threshold or (y) all present and future
      obligations of which entity owing to Party B under this Agreement (or its
      replacement, as applicable) are guaranteed pursuant to an Eligible Guarantee
      provided by a guarantor with credit ratings from S&P at least equal to the
      S&P Required Ratings Threshold, in either case if S&P is a Rating
      Agency, (II) (x) which has credit ratings from Moody’s at least equal to the
      Moody’s Second Trigger Ratings Threshold or (y) all present and future
      obligations of which entity owing to Party B under this Agreement (or its
      replacement, as applicable) are guaranteed pursuant to an Eligible Guarantee
      provided by a guarantor with credit ratings from Moody’s at least equal to the
      Moody’s Second Trigger Ratings Threshold, in either case if Moody’s is a Rating
      Agency.

    


    “Financial
      Institution” means a bank, broker/dealer, insurance company,
      structured investment company or derivative product company.

    


    “Firm
      Offer” means a quotation from an Eligible Replacement (i) in an
      amount equal to the actual amount payable by or to Party B in consideration
      of
      an agreement between Party B and such Eligible Replacement to replace Party
      A as
      the counterparty to this Agreement by way of novation or, if such novation
      is
      not possible, an agreement between Party B and such Eligible Replacement to
      enter into a Replacement Transaction (assuming that all Transactions hereunder
      become Terminated Transactions), and (ii) that constitutes an offer by such
      Eligible Replacement to replace Party A as the counterparty to this Agreement
      or
      enter a Replacement Transaction that will become legally binding upon such
      Eligible Replacement upon acceptance by Party B.

    


    “Moody’s”
      means Moody’s Investors Service,
      Inc., or any successor thereto.

    


    “Moody’s
      First Trigger Ratings Threshold” means, with respect to Party A,
      the guarantor under an Eligible Guarantee, or an Eligible Replacement, (i)
      if
      such entity has a short-term unsecured and unsubordinated debt rating from
      Moody’s, a long-term unsecured and unsubordinated debt rating
      or  rating from Moody’s of “A2” and a short-term unsecured and
      unsubordinated debt rating from Moody’s of “Prime-1”, or (ii) if such entity
      does not have a short-term unsecured and unsubordinated debt rating or
      counterparty rating from Moody’s, a long-term unsecured and unsubordinated debt
      rating or counterparty rating from Moody’s of “A1”.

    


    “Moody’s
      Second Trigger Downgrade
      Event”means
      that
no Relevant Entity has credit ratings from Moody’s at least equal to the
      Moody’s Second Trigger Ratings Threshold.

    


    “Moody’s
      Second Trigger Ratings Threshold” means,
      with respect to Party A, the guarantor under an Eligible Guarantee, or an
      Eligible Replacement, (i) if such entity has a short-term unsecured and
      unsubordinated debt rating from Moody’s, a long-term unsecured and
      unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
      short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
      or (ii) if such entity does not have a short-term unsecured and unsubordinated
      debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
      or counterparty rating from Moody’s of “A3”.

    


    “Permitted
      Transfer” means a transfer by novation by Party A, in the
      circumstances specified in this Agreement (including agreements incorporated
      by
      reference herein) as a Permitted Transfer, to a transferee (the
“Transferee”) of Party A’s rights, liabilities, duties and
      obligations under this Agreement, with respect to which transfer each of the
      following conditions is satisfied: (a) the Transferee is an Eligible
      Replacement; (b) Party A and the Transferee are both “dealers in notional
      principal contracts” within the meaning of Treasury regulations section 1.1001-4
      (in each case as certified by such entity);(c) as of the date of such transfer
      the Transferee would not be required to withhold or deduct on account of Tax
      from any payments under this Agreement or would be required to gross up for
      such
      Tax under Section 2(d)(i)(4); (d) an Event of Default or Termination Event
      would
      not occur as a result of such transfer; (e) the Transferee contracts with Party
      B pursuant to a written instrument (the “Transfer Agreement”)
      (A) (i) on terms which are
      effective to transfer to the Transferee all, but not less than all, of Party
      A’s
      rights, liabilities, duties and obligations under the Agreement and all relevant
      Transactions, which terms are identical to the terms of this Agreement, other
      than party names, dates relevant to the effective date of such transfer, tax
      representations (provided that the representations in Part 2(a)(i) are not
      modified) and any other representations regarding the status of the substitute
      counterparty of the type included in Part 5(b)(iv), Part 5(v)(i)(2) or Part
      5(v)(ii), notice information and account details, and (ii) each Rating Agency
      has been given prior written notice of such transfer,
      or (B) (i) on terms that (x) have the effect of preserving for Party B the
      economic equivalent of all payment and delivery obligations (whether absolute
      or
      contingent and assuming the satisfaction of each applicable condition precedent)
      under this Agreement immediately before such transfer and (y) are, in all
      material respects, no less beneficial for Party B than the terms of this
      Agreement immediately before such transfer, as determined by Party B, and (ii)
      Moody’s has been given prior written notice of such transfer and the Rating
      Agency Condition is satisfied with respect to S&P; (f) Party A will be
      responsible for any costs or expenses incurred in connection with such transfer
      (including any replacement cost of entering into a replacement transaction);
      and
      (g) such transfer otherwise complies with the terms of the Pooling and Servicing
      Agreement.

    


    “Rating
      Agency Condition” means, with respect to any particular proposed
      act or omission to act hereunder and each Rating Agency specified in connection
      with such proposed act or omission, that each such Rating Agency provides prior
      written confirmation that the proposed action or inaction would not cause a
      downgrade or withdrawal of the then-current rating of any Certificates or
      Notes.

    


    “Rating
      Agencies” mean, with respect to any date of determination, each of
      S&P and Moody’s, to the extent that each such rating agency is then
      providing a rating for any of the Soundview Home Loan Trust 2007-OPT5,
      Asset-Backed Certificates, Series 2007-OPT5 (the “Certificates”) or any notes
      backed by any of the certificates (the “Notes”).

    


    “Relevant
      Entities” mean Party A and, to the extent applicable, a guarantor
      under an Eligible Guarantee.

    


    “Replacement
      Transaction” means, with respect to any Terminated Transaction or
      group of Terminated Transactions, a transaction or group of transactions that
      (A) has terms which would be effective to transfer to a transferee all, but
      not
      less than all, of Party A’s rights, liabilities, duties and obligations under
      this Agreement and all relevant Transactions, which terms are identical to
      the
      terms of this Agreement, other than party names, dates relevant to the effective
      date of such transfer, tax representations (provided that the representations
      in
      Part 2(a)(i) are not modified) and any other representations regarding the
      status of the substitute counterparty of the type included in Part 5(b)(iv),
      Part 5(v)(i)(2) or Part 5(v)(ii), notice information and account details, save
      for the exclusion of provisions relating to Transactions that are not Terminated
      Transactions, or (B) (x) would have the effect of preserving for Party B the
      economic equivalent of any payment or delivery (whether the underlying
      obligation was absolute or contingent and assuming the satisfaction of each
      applicable condition precedent) under this Agreement in respect of such
      Terminated Transaction or group of Terminated Transactions that would, but
      for
      the occurrence of the relevant Early Termination Date, have been required after
      that date, and (y) has terms which are, in all material respects, no less
      beneficial for Party B than those of this Agreement (save for the exclusion
      of
      provisions relating to Transactions that are not Terminated Transactions),
      as
      determined by Party B.

    


    “Required
      Ratings Downgrade Event” means that no Relevant Entity has credit
      ratings at least equal to the Required Ratings Threshold. For purposes of
      determining whether a Required Ratings Downgrade Event has occurred, each
      Relevant Entity shall provide its credit ratings to Party B in writing, upon
      request of Party B.

    


    


    “Required
      Ratings Threshold” means each of the S&P Required Ratings
      Threshold and the Moody’s Second Trigger Ratings Threshold.

    


    “S&P”
      means Standard & Poor’s Rating Services, a division
      of
      The McGraw-Hill Companies, Inc., or any successor thereto.

    


    “S&P
      Approved Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, a short-term
      unsecured and unsubordinated debt rating of “A-1” from S&P, or, if such
      entity does not have a short-term unsecured and unsubordinated debt rating
      from
      S&P, a long-term unsecured and unsubordinated debt rating or counterparty
      rating of “A+” from S&P.

    


    “S&P
      Required Ratings Downgrade Event” means that
      no Relevant Entity has credit ratings from S&P at least equal to the S&P
      Required Ratings Threshold.

    


    “S&P
      Required Ratings Threshold”
      means, with
      respect to Party A, the guarantor under an Eligible Guarantee, or an Eligible
      Replacement, (I) if such entity is a Financial Institution, a short-term
      unsecured and unsubordinated debt rating of “A-2” from S&P, or, if such
      entity does not have a short-term unsecured and unsubordinated debt
      rating
      from S&P, a long-term unsecured and unsubordinated debt rating or
      counterparty rating of “BBB+” from S&P, or (II) if such entity is not a
      Financial Institution, a short-term unsecured and unsubordinated debt rating
      of
“A-1” from S&P, or, if such entity does not have a short-term unsecured and
      unsubordinated debt rating from S&P, a long-term unsecured and
      unsubordinated debt rating or counterparty rating of “A+” from
      S&P.

    


     

    


     

     [Remainder
      of this page intentionally left blank.]

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Item
      4.     Account Details and Settlement
      Information:

     

    


    Payments
      to Party A:

    


    Citibank,
      N.A., New York

    ABA
      Number: 021-0000-89, for the account of Bear, Stearns Securities
      Corp.

    Account
      Number: 0925-3186, for further credit to Bear Stearns Financial Products
      Inc.

    Sub-account
      Number: 102-04654-1-3

    Attention:
      Derivatives Department

    


    Payments
      to Party B:

    


    Wells
      Fargo Bank, N.A.

    ABA
      Number 121000248

    Account
      Number 3970771416

    Account
      Name: SAS Clearing

    FFC
      to:
      53184802

    Attention:
      Client Manager Soundview 2007-OPT5

    


    


    


    NEITHER
      THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR
      STEARNS COMPANIES INC. OTHER THAN PARTY A IS AN OBLIGOR OR A CREDIT SUPPORT
      PROVIDER ON THIS AGREEMENT.

    


    This
      Agreement may be executed in several counterparts, each of which shall be deemed
      an original but all of which together shall constitute one and the same
      instrument.

    


    Party
      B
      hereby agrees to check this Confirmation and to confirm that the foregoing
      correctly sets forth the terms of the Transaction by signing in the space
      provided below and returning to Party A a facsimile of the fully-executed
      Confirmation to 212-272-9857. For inquiries regarding U.S. Transactions, please
      contact Derivatives Documentation by telephone at 212-272-2711.  For
      all other inquiries please contact Derivatives Documentation by telephone at
      353-1-402-6233. Originals will be provided for your execution upon your
      request.

    We
      are
      very pleased to have executed this Transaction with you and we look forward
      to
      completing other transactions with you in the near future.

    


    Very
      truly yours,

    


    Bear
      Stearns Financial Products Inc.

    


    


    


    
      	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


    


    Party
      B,
      acting through its duly authorized signatory, hereby agrees to, accepts and
      confirms the terms of the foregoing as of the date hereof.

    


    Wells
      Fargo Bank, N.A., not in its individual capacity but solely as Cap Trustee
      on
      behalf of the Cap Trust with respect to the Soundview Home Loan Trust 2007-OPT5,
      Asset-Backed Certificates, Series 2007-OPT5

    
      


      


      


      
        	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

      



    

    


    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    


    


    SCHEDULE
      I

    (all
      such
      dates subject to adjustment in accordance with the Business Day
      Convention)

     

     

    


    
      	
              From
                and including

               

            	
              To
                but excluding

               

            	
              Notional
                Amount

              (USD)

            
	
              Effective
                Date

            	
              09/25/08

            	
              462.77

            
	
              09/25/08

            	
              10/25/08

            	
              426.45

            
	
              10/25/08

            	
              11/25/08

            	
              392.98

            
	
              11/25/08

            	
              12/25/08

            	
              362.14

            
	
              12/25/08

            	
              01/25/09

            	
              351.00

            
	
              01/25/09

            	
              02/25/09

            	
              340.21

            
	
              02/25/09

            	
              03/25/09

            	
              329.75

            
	
              03/25/09

            	
              04/25/09

            	
              319.62

            
	
              04/25/09

            	
              05/25/09

            	
              3,052.21

            
	
              05/25/09

            	
              06/25/09

            	
              4,645.51

            
	
              06/25/09

            	
              07/25/09

            	
              13,861.49

            
	
              07/25/09

            	
              08/25/09

            	
              179,394.35

            
	
              08/25/09

            	
              09/25/09

            	
              319,121.98

            
	
              09/25/09

            	
              10/25/09

            	
              294,182.19

            
	
              10/25/09

            	
              11/25/09

            	
              271,556.45

            
	
              11/25/09

            	
              12/25/09

            	
              256,912.37

            
	
              12/25/09

            	
              01/25/10

            	
              248,950.07

            
	
              01/25/10

            	
              02/25/10

            	
              241,234.22

            
	
              02/25/10

            	
              03/25/10

            	
              233,760.34

            
	
              03/25/10

            	
              04/25/10

            	
              226,521.72

            
	
              04/25/10

            	
              05/25/10

            	
              219,506.77

            
	
              05/25/10

            	
              06/25/10

            	
              214,462.82

            
	
              06/25/10

            	
              07/25/10

            	
              209,461.95

            
	
              07/25/10

            	
              08/25/10

            	
              207,981.20

            
	
              08/25/10

            	
              09/25/10

            	
              635,854.43

            
	
              09/25/10

            	
              10/25/10

            	
              751,969.61

            
	
              10/25/10

            	
              11/25/10

            	
              728,657.70

            
	
              11/25/10

            	
              12/25/10

            	
              706,066.73

            
	
              12/25/10

            	
              01/25/11

            	
              684,174.52

            
	
              01/25/11

            	
              02/25/11

            	
              662,959.62

            
	
              02/25/11

            	
              03/25/11

            	
              642,401.01

            
	
              03/25/11

            	
              04/25/11

            	
              622,490.93

            
	
              04/25/11

            	
              05/25/11

            	
              603,199.92

            
	
              05/25/11

            	
              06/25/11

            	
              584,505.31

            
	
              06/25/11

            	
              07/25/11

            	
              566,388.68

            
	
              07/25/11

            	
              08/25/11

            	
              548,832.19

            
	
              08/25/11

            	
              09/25/11

            	
              531,818.57

            
	
              09/25/11

            	
              10/25/11

            	
              515,331.30

            
	
              10/25/11

            	
              11/25/11

            	
              499,353.91

            
	
              11/25/11

            	
              12/25/11

            	
              483,870.63

            
	
              12/25/11

            	
              01/25/12

            	
              468,866.20

            
	
              01/25/12

            	
              02/25/12

            	
              454,325.83

            
	
              02/25/12

            	
              03/25/12

            	
              440,235.20

            
	
              03/25/12

            	
              04/25/12

            	
              426,580.44

            
	
              04/25/12

            	
              05/25/12

            	
              413,348.08

            
	
              05/25/12

            	
              06/25/12

            	
              400,525.07

            
	
              06/25/12

            	
              07/25/12

            	
              388,204.47

            
	
              07/25/12

            	
              08/25/12

            	
              381,445.25

            
	
              08/25/12

            	
              09/25/12

            	
              393,548.62

            
	
              Termination
                Date

            	
              10/25/12

            	
              493,068.20

            


    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Annex
      A

    


    Paragraph
      13 of the Credit Support Annex

    


    


    


    


     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ANNEX
      A

    


    


    ISDA®

    CREDIT
      SUPPORT ANNEX

    to
      the
      Schedule to the

    ISDA
      Master Agreement

    dated
      as
      of October 30, 2007 between

    Bear
      Stearns Financial Products Inc. (hereinafter referred to as “Party
      A” or “Pledgor”)

    and

    Wells
      Fargo Bank, N.A., not in its
      individual capacity but solely as Cap Trustee on behalf of the Cap Trust with
      respect to the Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates,
      Series 2007-OPT5 (hereinafter referred to as “Party
      B” or “Secured Party”)

    


    For
      the
      avoidance of doubt, and notwithstanding anything to the contrary that may be
      contained in the Agreement, this Credit Support Annex shall relate solely to
      the
      Transaction documented in the Confirmation dated October 30, 2007, between
      Party
      A and Party B, Reference Number FXNEC10023.

    


     

    Paragraph
      13.  Elections and Variables.

     

    
      	
              (a)  

            	
              Security
                Interest for “Obligations”.  The term
                “Obligations” as used in this
                Annex includes the following additional
                obligations:

            


    

     

    With
      respect to Party A: not applicable.

     

    With
      respect to Party B: not applicable.

     

    
      	
              (b)  

            	
              Credit
                Support Obligations.

            


    

     

    
      	
              (i)  

            	
              Delivery
                Amount, Return Amount and Credit Support
                Amount.

            


    

     

    
      	
              (A)  

            	
              “Delivery
                Amount” has the meaning specified in
                Paragraph 3(a), except that:

            


    

     

    
      	
               

            	
              (I)

            	
              the
                words “upon a demand made by the Secured Party on or promptly following
                a
                Valuation Date” shall be deleted and replaced with the words “not later
                than the close of business on each Valuation
                Date”,

            


    

     

    
      	
               

            	
              (II)

            	
              the
                sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                “(ii) the Value as of that Valuation Date of all Posted Credit Support
                held by the Secured Party.” shall be deleted in its entirety and replaced
                with the following:

            


    

     

    “The
      “Delivery Amount” applicable to the
      Pledgor for any Valuation Date will equal the greater of

     

    
      	
               

            	
              (1)

            	
              the
                amount by which (a) the S&P Credit Support Amount for such Valuation
                Date exceeds (b) the S&P Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party,
                and

            


    

     

    
      	
               

            	
              (2)

            	
              the
                amount by which (a) the Moody’s Credit Support Amount for such Valuation
                Date exceeds (b) the Moody’s Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party.”,
                and

            


    

     

    
      	
               

            	
              (III)

            	
              if,
                on any Valuation Date, the Delivery Amount equals or exceeds the
                Pledgor’s
                Minimum Transfer Amount, the Pledgor will Transfer to the Secured
                Party
                sufficient Eligible Credit Support to ensure that, immediately following
                such transfer, the Delivery Amount shall be
                zero.

            


    

     

    
      	
              (B)  

            	
              “Return
                Amount” has the meaning specified in Paragraph 3(b), except
                that:

            


    

     

    
      	
               

            	
              (I)

            	
              the
                sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                “(ii) the Credit Support Amount.” shall be deleted in its entirety and
                replaced with the following:

            


    

     

    “The
      “Return Amount” applicable to the Secured Party for
      any Valuation Date will equal the lesser of

     

    
      	
               

            	
              (1)

            	
              the
                amount by which (a) the S&P Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party exceeds (b) the S&P
                Credit Support Amount for such Valuation Date,
                and

            


    

     

    
      	
               

            	
              (2)

            	
              the
                amount by which (a) the Moody’s Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party exceeds (b) the Moody’s
                Credit Support Amount for such Valuation Date.”,
                and

            


    

     

    
      	
               

            	
               (II)

            	
              in
                no event shall the Secured Party be required to Transfer any Posted
                Credit
                Support under Paragraph 3(b) if, immediately following such transfer,
                the
                Delivery Amount would be greater than
                zero.

            


    

     

    
      	
              (C)  

            	
              The
                definition of“Credit Support Amount” shall be
                deleted.

            


    

     

    
      	
              (ii)  

            	
              Eligible
                Collateral.

            


    

     

    The
      items
      set forth on the schedule of Eligible Collateral attached as Schedule A hereto
      will qualify as “Eligible Collateral” (for the
      avoidance of doubt, all Eligible Collateral to be denominated in
      USD).

     

    
      	
              (iii)  

            	
              Other
                Eligible Support.

            


    

     

    The
      following items will qualify as “Other Eligible
      Support” for the party specified:

     

    Not
      applicable.

     

    
      	
              (iv)  

            	
              Threshold.

            


    

     

    
      	
              (A)  

            	
              “Independent
                Amount” means zero with respect to Party A and Party
                B.

            


    

     

    
      	
              (B)  

            	
              “Moody’s
                Threshold” means, with respect to Party A and any Valuation
                Date, if a Moody’s First Trigger Downgrade Event has occurred and is
                continuing and such Moody’s First Trigger Downgrade Event has been
                continuing (i) for at least 30 Local Business Days or (ii) since
                this
                Annex was executed, zero; otherwise,
                infinity.

            


    

     

    “S&P
      Threshold” means, with respect to Party A and any Valuation Date,
      if  an S&P Approved Ratings Downgrade Event has occurred and is
      continuing and such S&P Approved Ratings Downgrade Event has been continuing
      (i) for at least 10 Local Business Days or (ii) since this Annex was executed,
      zero; otherwise, infinity.

     

    
      	 	
              “Threshold”
                means, with respect to Party B and any Valuation Date,
                infinity.

            


    

     

    
      	
              (C)  

            	
              “Minimum
                Transfer Amount” means USD 100,000 with respect to Party A
                and Party B; provided, however, that if the aggregate Certificate
                Principal Balance of any Certificates and the aggregate principal
                balance
                of any Notes rated by S&P is at the time of any transfer less than USD
                50,000,000, the “Minimum Transfer Amount” shall
                be USD 50,000.

            


    

     

    
      	
              (D)  

            	
              Rounding:
                The Delivery Amount will be rounded up to the nearest integral multiple
                of
                USD 10,000. The Return Amount will be rounded down to the nearest
                integral
                multiple of USD 10,000.

            


    

     

    
      	
              (c)  

            	
              Valuation
                and Timing.

            


    

     

    
      	
              (i)  

            	
              “Valuation
                Agent” means Party A.

            


    

     

    
      	
              (ii)  

            	
              “Valuation
                Date” means each Local Business Day on which any of the
                S&P Threshold or the Moody’s Threshold is
                zero.

            


    

     

    
      	
              (iii)  

            	
              “Valuation
                Time” means the close of business in the city of the
                Valuation Agent on the Local Business Day immediately preceding the
                Valuation Date or date of calculation, as applicable; provided
                that the calculations of Value and Exposure will be made as of
                approximately the same time on the same date.  The Valuation
                Agent will notify each party (or the other party, if the Valuation
                Agent
                is a party) of its calculations not later than the Notification Time
                on
                the applicable Valuation Date (or in the case of Paragraph 6(d),
                the Local
                Business Day following the day on which such relevant calculations
                are
                performed).”

            


    

     

    
      	
              (iv)  

            	
              “Notification
                Time” means 11:00 a.m., New York time, on a Local Business
                Day.

            


    

     

    
      	
              (d)  

            	
              Conditions
                Precedent and Secured Party’s Rights and
                Remedies.  The following Termination Events will
                be a “Specified Condition” for the party
                specified (that party being the Affected Party if the Termination
                Event
                occurs with respect to that party):  With respect to Party A and
                Party B: None.

            


    

     

    
      	
              (e)  

            	
              Substitution.

            


    

     

    
      	
              (i)  

            	
              “Substitution
                Date” has the meaning specified in Paragraph
                4(d)(ii).

            


    

     

    
      	
              (ii)  

            	
              Consent.  If
                specified here as applicable, then the Pledgor must obtain the Secured
                Party’s consent for any substitution pursuant to Paragraph
                4(d):  Inapplicable.

            


    

     

    
      	
              (f)  

            	
              Dispute
                Resolution.

            


    

     

    
      	
              (i)  

            	
              “Resolution
                Time” means 1:00 p.m. New York time on the Local Business
                Day following the date on which the notice of the dispute is given
                under
                Paragraph 5.

            


    

     

    
      	
              (ii)  

            	
              Value.  Notwithstanding
                anything to the contrary in Paragraph 12, for the purpose of Paragraphs
                5(i)(C) and 5(ii), the S&P Value and Moody’s Value, on any date, of
                Eligible Collateral other than Cash will be calculated as
                follows:

            


    

     

    For
      Eligible Collateral other than Cash in the form of securities listed in Schedule
      A: the sum of (A) the product of (1)(x) the bid-side quotation at the Valuation
      Time for such securities on the principal national securities exchange on which
      such securities are listed, or (y) if such securities are not listed on a
      national securities exchange, the arithmetic mean of the bid-side quotations
      for
      such securities quoted at the Valuation Time by any three principal market
      makers for such securities selected by the Valuation Agent, provided that if
      only two bid-side quotations are obtained, then the arithmetic mean of such
      two
      bid-side quotations will be used, and if only one bid-side quotation is
      obtained, such quotation shall be used, or (z) if no such bid price is listed
      or
      quoted for such date, the bid price listed or quoted (as the case may be) at
      the
      Valuation Time for the day next preceding such date on which such prices were
      available and (2) the applicable Valuation Percentage for such Eligible
      Collateral, and (B) the accrued interest on such securities (except to the
      extent Transferred to the Pledgor pursuant to Paragraph 6(d)(ii) or included
      in
      the applicable price referred to in the immediately preceding clause (A)) as
      of
      such date.

     

    For
      Cash,
      the amount thereof multiplied, in the case of the S&P Value, by the
      applicable S&P Valuation Percentage.

     

    
      	
              (iii)  

            	
              Alternative.  The
                provisions of Paragraph 5 will
                apply.

            


    

     

    
      	
              (g)  

            	
              Holding
                and Using Posted
                Collateral.

            


    

     

    
      	
              (i)  

            	
              Eligibility
                to Hold Posted Collateral; Custodians. Party B (or its
                Custodian) will be entitled to hold Posted Collateral pursuant to
                Paragraph 6(b), provided that the following conditions applicable
                to it
                are satisfied:

            


    

     

    
      	
               

            	
              (1)

            	
              it
                is not a Defaulting Party.

            


    

     

    
      	
               

            	
              (2)

            	
              Posted
                Collateral consisting of Cash or certificated securities that cannot
                be
                paid or delivered by book-entry may be held only in any state of
                the
                United States which has adopted the Uniform Commercial Code,
                and

            


    

     

    
      	
               

            	
              (3)

            	
              in
                the case of any Custodian for Party B, such Custodian (or, to the
                extent
                applicable, its parent company or credit support provider) shall
                then have
                credit ratings from S&P at least equal to the Custodian Required
                Rating Threshold. If at any time the Custodian does not have credit
                ratings from S&P at least equal to the Custodian Required Rating
                Threshold, the Trustee must within 60 days obtain a replacement Custodian
                with credit ratings from S&P at least equal to the Custodian Required
                Rating Threshold.

            


    

     

    Initially,
      the Custodian for Party B is: Cap Trustee

     

    
      	
              (ii)  

            	
              Amendment
                of Paragraph 6(c:)Use of Posted
                Collateral. Paragraph 6(c) shall be deleted in its
                entirety and replaced with the
                following:

            


    

     

    “Without
      limiting the rights and obligations of the parties under Paragraphs 3, 4(d)(ii),
      5, 6(b)(i), 6(d)8, and any other provision of this Agreement the Secured Party
      will not be permitted to sell, pledge, rehypothecate, assign, invest (other
      than
      in accordance with Paragraph 13(h)(i), lend or otherwise dispose of, or
      otherwise use in its business (other than uses incidental to its holding of
      Posted Collateral hereunder) any Posted Collateral it holds; provided that
      (1)
      if Pledgor delivers Posted Collateral in book-entry form, Secured Party will
      have the right to register any Posted Collateral in the name of the Secured
      Party, its Custodian or a nominee for either and (2) the Secured Party shall
      have no obligations under this paragraph in relation to Posted Collateral which
      it has liquidated or Set-off in accordance with Paragraph 8(a).”

     

    
      	
              (h)  

            	
              Distributions
                and Interest Amount.

            


    

     

    
      	
              (i)  

            	
              Interest
                Rate.  The “Interest
                Rate” will be the actual interest rate earned on Posted
                Collateral in the form of Cash that is held by Party B or its Custodian.
                Posted Collateral in the form of Cash shall be invested in such overnight
                (or redeemable within two Local Business Days of demand) Permitted
                Investments rated at least (x) AAAm or AAAm-G by S&P and (y) Prime-1
                by Moody’s or Aaa by Moody’s, as directed by Party A.  Gains and
                losses incurred in respect of any investment of Posted Collateral
                in the
                form of Cash in Permitted Investments as directed by Party A shall
                be for
                the account of Party A.

            


    

     

    
      	
              (ii)  

            	
              Amendment
                of Paragraph 6(d)(i) – Distributions.  Paragraph
                6(d)(i) shall be deleted in its entirety and replaced with the
                following:

            


    

     

    “Distributions.  Subject
      to Paragraph 4(a), if Party B receives Distributions on a Local Business Day,
      it
      will Transfer to Party A not later than the following Local Business Day any
      Distributions it receives to the extent that a Delivery Amount would not be
      created or increased by that Transfer, as calculated by the Valuation Agent
      (and
      the date of calculation will be deemed to be a Valuation Date for this purpose).
      ”

     

    
      	
              (iii)  

            	
              Amendment
                of Paragraph 6(d)(ii) – Interest Amount.  Clause
                (d)(ii) of Paragraph 6 shall be amended and restated to read in its
                entirety as follows:

            


    

     

    
      	
               

            	
              “(ii)
                Interest Amount.  In lieu of any interest,
                dividends or other amounts paid with respect to Posted Collateral
                in the
                form of Cash (all of which may be retained by the Secured Party),
                the
                Secured Party will Transfer to the Pledgor on the 20th day of each
                calendar month (or if such day is not a Local Business Day, the next
                Local
                Business Day) the Interest Amount.  Any Interest Amount or
                portion thereof actually received by Party B, but not Transferred
                pursuant
                to this Paragraph will constitute Posted Collateral in the form of
                Cash
                and will be subject to the security interest granted under Paragraph
                2.  For purposes of calculating the Interest Amount the amount
                of interest calculated for each day of the interest period shall
                be
                compounded monthly.”  Secured Party shall not be obligated to
                transfer any Interest Amount unless and until it has received such
                amount.

            


    

     

    
      	
              (i)  

            	
              Additional
                Representation(s).  There are no additional
                representations by either party.

            


    

     

    
      	
              (j)  

            	
              Other
                Eligible Support and Other Posted
                Support.

            


    

     

    
      	
              (i)  

            	
              “Value”
                with respect to Other Eligible Support and Other Posted Support means:
                not
                applicable.

            


    

     

    
      	
              (ii)  

            	
              “Transfer”
                with respect to Other Eligible Support and Other Posted Support means:
                not
                applicable.

            


    

     

    
      	
              (k)  

            	
              Demands
                and Notices.All demands, specifications and notices under
                this Annex will be made pursuant to the Notices Section of this Agreement,
                except that any demand, specification or notice shall be given to
                or made
                at the following addresses, or at such other address as the relevant
                party
                may from time to time designate by giving notice (in accordance with
                the
                terms of this paragraph) to the other
                party:

            


    

     

    If
      to
      Party A, at the address specified pursuant to the Notices Section of this
      Agreement.

     

    If
      to
      Party B, at the address specified pursuant to the Notices Section of this
      Agreement.

     

    If
      to
      Party B’s Custodian:  at the address designated in writing from time
      to time.

     

    
      	
              (l)  

            	
              Address
                for Transfers.  Each Transfer hereunder shall be
                made to the address specified below or to an address specified in
                writing
                from time to time by the party to which such Transfer will be
                made.

            


    

     

    Party
      A
      account details for holding collateral:

     

    
      Citibank,
        N.A., New York

                 
        ABA Number: 021-0000-89, for the account of Bear, Stearns Securities
        Corp.

                 
        Account Number: 0925-3186, for further credit to Bear Stearns Financial Products
        Inc.

                 
        Sub-account  Number: 102-04654-1-3

      Attention:
        Derivatives Department

    

     

    Party
      B’s
      Custodian account details for holding collateral:

     

    Wells
      Fargo Bank, N.A.

    ABA
      Number 121000248

    Account
      Number 3970771416

    Account
      Name: SAS Clearing

    FFC
      to:
      53184805

    Attention:
      Client Manager Soundview 2007-OPT5

    


    
      	
              (m)  

            	
              Other
                Provisions.

            


    

     

    
      	
              (i)  

            	
              Posted
                Collateral Account.  Party B shall open and
                maintain a segregated account, and hold, record and identify all
                Posted
                Collateral in such segregated
                account.

            


    

     

    
      	
              (ii)  

            	
              Agreement
                as to Single Secured Party and Single Pledgor. Party A and
                Party B hereby agree that, notwithstanding anything to the contrary
                in
                this Annex, (a) the term “Secured Party” as used in this Annex means only
                Party B, (b) the term “Pledgor” as used in this Annex means only Party A,
                (c) only Party A makes the pledge and grant in Paragraph 2, the
                acknowledgement in the final sentence of Paragraph 8(a) and the
                representations in Paragraph 9.

            


    

     

    
      	
              (iii)  

            	
              Calculation
                of Value.  Paragraph 4(c) is hereby amended by
                deleting the word “Value” and inserting in lieu thereof “S&P Value,
                Moody’s Value”.  Paragraph 4(d)(ii) is hereby amended by (A)
                deleting the words “a Value” and inserting in lieu thereof “an S&P
                Value, Moody’s Value” and (B) deleting the words “the Value” and inserting
                in lieu thereof “S&P Value, Moody’s Value”.  Paragraph 5
                (flush language) is hereby amended by deleting the word “Value” and
                inserting in lieu thereof “S&P Value, Moody’s
                Value”.  Paragraph 5(i) (flush language) is hereby amended by
                deleting the word “Value” and inserting in lieu thereof “S&P Value,
                Moody’s Value”.  Paragraph 5(i)(C) is hereby amended by deleting
                the word “the Value, if” and inserting in lieu thereof “any one or more of
                the S&P Value, Moody’s Value, as may be”.  Paragraph 5(ii)
                is hereby amended by (1) deleting the first instance of the words
“the
                Value” and inserting in lieu thereof “any one or more of the S&P
                Value, Moody’s Value” and (2) deleting the second instance of the words
                “the Value” and inserting in lieu thereof “such disputed S&P Value,
                Moody’s Value”.  Each of Paragraph 8(b)(iv)(B) and Paragraph
                11(a) is hereby amended by deleting the word “Value” and inserting in lieu
                thereof “least of the S&P Value, Moody’s
                Value”.

            


    

     

    
      	
              (iv)  

            	
              Form
                of Annex. Party A and Party B hereby
                agree that the text of Paragraphs 1 through 12, inclusive, of this
                Annex
                is intended to be the printed form of ISDA Credit Support Annex (Bilateral
                Form - ISDA Agreements Subject to New York Law Only version) as published
                and copyrighted in 1994 by the International Swaps and Derivatives
                Association, Inc.

            


    

     

    
      	
              (v)  

            	
              Events
                of Default.  Clause (iii) of Paragraph 7 shall not
                apply to Party B.

            


    

     

    
      	
              (vi)  

            	
              Expenses.  Notwithstanding
                anything to the contrary in Paragraph 10, the Pledgor will be responsible
                for, and will reimburse the Secured Party for, all transfer and other
                taxes and other costs involved in maintenance and any Transfer of
                Eligible
                Collateral.

            


    

     

    
      	
              (vii)  

            	
              Withholding.  Paragraph
                6(d)(ii) is hereby amended by inserting immediately after “the Interest
                Amount” in the fourth line thereof  the words “less any
                applicable withholding taxes.”

            


    

     

     (ix)           Additional
      Definitions.  As used in this Annex:

     

    “Custodian
      Required Rating Threshold” means, with respect to an entity, a
      short-term unsecured and unsubordinated debt rating from S&P of “A-1,” or,
      if such entity does not have a short-term unsecured and unsubordinated debt
      rating from S&P, a long-term unsecured and unsubordinated debt rating or
      counterparty rating from S&P of “A+”.

     

    “DV01”
      means, with respect to a Transaction and any date of determination, the
      estimated change in the Secured Party’s Transaction Exposure with respect to
      such Transaction that would result from a one basis point change in the relevant
      swap curve on such date, as determined by the Valuation Agent in good faith
      and
      in a commercially reasonable manner in accordance with the relevant methodology
      customarily used by the Valuation Agent.  The Valuation Agent shall,
      upon request of Party B, provide to Party B a statement showing in reasonable
      detail such calculation.

     

    “Exposure”
      has the meaning specified in Paragraph 12, except that  (1) after the word
“Agreement” the words “(assuming, for this purpose only, that Part 1(f)(i)(A-E)
      of the Schedule is deleted)” shall be inserted and (2) at the end of the
      definition of Exposure, the words "without assuming that the terms of such
      Replacement Transactions are materially less beneficial for Party B than the
      terms of this Agreement" shall be added.

     

    “Local
      Business Day” means, for purposes of this Annex: any day on which
      (A) commercial banks are open for business (including dealings in foreign
      exchange and foreign currency deposits) in New York and the location of Party
      A,
      Party B and any Custodian, and (B) in relation to a Transfer of Eligible
      Collateral, any day on which the clearance system agreed between the parties
      for
      the delivery of Eligible Collateral is open for acceptance and execution of
      settlement instructions (or in the case of a Transfer of Cash or other Eligible
      Collateral for which delivery is contemplated by other means a day on which
      commercial banks are open for business (including dealings in foreign exchange
      and foreign deposits) in New York and the location of Party A, Party B and
      any
      Custodian.

     

    “Moody’s
      Credit Support Amount” means, for any
      Valuation Date:

     

    
      	
               

            	
              (A)

            	
              if
                the Moody’s Threshold for such Valuation Date is zero and (i) it is not
                the case that a Moody’s Second Trigger Downgrade Event has occurred and is
                continuing or (ii) a Moody’s Second Trigger Downgrade Event has occurred
                and is continuing and less than 30 Local Business Days have elapsed
                since
                such Moody’s Second Trigger Downgrade Event first occurred, an amount
                equal to the greater of (x) zero and (y) the sum of the Secured Party’s
                Exposure and the aggregate of Moody’s First Trigger Additional Amounts for
                all Transactions and such Valuation
                Date;

            


    

     

    
      	
               

            	
              (B)

            	
              if
                the Moody’s Threshold for such Valuation Date is zero and if a Moody’s
                Second Trigger Downgrade Event has occurred and is continuing and
                at least
                30 Local Business Days have elapsed since such Moody’s Second Trigger
                Downgrade Event first occurred, an amount equal to  the greatest
                of (x) zero, (y) the aggregate amount of the Next Payments for all
                Next
                Payment Dates, and (z) the sum of the Secured Party’s Exposure and the
                aggregate of Moody’s Second Trigger Additional Amounts for all
                Transactions and such Valuation Date;
                or

            


    

     

    
      	
               

            	
              (C)

            	
              if
                the Moody’s Threshold for such Valuation Date is infinity,
                zero.

            


    

     

    “Moody’s
      First Trigger Additional Amount” means, for any
      Valuation Date and any Transaction, the lesser of (x) the product of the Moody’s
      First Trigger DV01 Multiplier and DV01 for such Transaction and such Valuation
      Date and (y) the product of (i) the Moody’s First Trigger Notional Amount
      Multiplier, (ii) the Scale Factor, if any, for such Transaction, or, if no
      Scale
      Factor is applicable for such Transaction, one and (iii) the Notional Amount
      for
      such Transaction for the Calculation Period for such Transaction (each as
      defined in the related Confirmation) which includes such Valuation
      Date.

     

    “Moody’s
      First Trigger Downgrade Event” means that no Relevant Entity has
      credit ratings from Moody’s at least equal to the Moody’s First Trigger Ratings
      Threshold.

     

    “Moody’s
      First Trigger DV01 Multiplier” means 15.

     

    “Moody’s
      First Trigger Notional Amount Multiplier” means 2%.

     

    “Moody’s
      First Trigger Value” means, on any date and with respect to any
      Eligible Collateral other than Cash, the bid price obtained by the Valuation
      Agent multiplied by the Moody’s First Trigger Valuation Percentage for such
      Eligible Collateral set forth in Schedule A.

     

    “Moody’s
      Second Trigger Additional Amount” means, for any Valuation Date
      and any Transaction,

     

    
      	
               

            	
              (A)

            	
              if
                such Transaction is not a Transaction-Specific Hedge, the lesser
                of (i)
                the product of the Moody’s Second Trigger DV01 Multiplier and DV01 for
                such Transaction and such Valuation Date and (ii) the product of
                (1) the
                Moody’s Second Trigger Notional Amount Multiplier, (2) the Scale Factor,
                if any, for such Transaction, or, if no Scale Factor is specified
                in such
                Transaction, one and (3) the Notional Amount for such Transaction
                for the
                Calculation Period for such Transaction (each as defined in the related
                Confirmation) which includes such Valuation Date;
                or

            


    

     

    
      	
               

            	
              (B)

            	
              if
                such Transaction is a Transaction-Specific Hedge, the lesser of (i)
                the
                product of the Moody’s Second Trigger Transaction-Specific Hedge DV01
                Multiplier and DV01 for such Transaction and such Valuation Date
                and (ii)
                the product of (x) the Moody’s Second Trigger Transaction-Specific Hedge
                Notional Amount Multiplier, (y) the Scale Factor, if any, for such
                Transaction, or, if no Scale Factor is applicable for such Transaction,
                one, and (z) the Notional Amount for such Transaction for the Calculation
                Period for such Transaction (each as defined in the related Confirmation)
                which includes such Valuation Date.

            


    

     

    “Moody’s
      Second Trigger DV01 Multiplier” means 50.

     

    “Moody’s
      Second Trigger Notional Amount Multiplier” means 8%.

     

    “Moody’s
      Second Trigger Transaction-Specific Hedge DV01 Multiplier” means
      65.

     

    “Moody’s
      Second Trigger Transaction-Specific Hedge Notional Amount
      Multiplier” means 10%.

     

    “Moody’s
      Valuation Percentage” means, with respect to a Valuation Date and
      each item of Eligible Collateral,

     

    
      	
               

            	
              (A)

            	
              if
                the Moody’s Threshold for such Valuation Date is zero and (i) it is not
                the case that a Moody’s Second Trigger Downgrade Event has occurred and is
                continuing or (ii) a Moody’s Second Trigger Downgrade Event has occurred
                and is continuing and less than 30 Local Business Days have elapsed
                since
                such Moody’s Second Trigger Downgrade Event first occurred, the
                corresponding percentage for such Eligible Collateral in the column
                headed
                “Moody’s First Trigger Valuation Percentage”,
                or

            


    

     

    
      	
               

            	
              (B)

            	
              if
                a Moody’s Second Trigger Downgrade Event has occurred and is continuing
                and at least 30 Local Business Days have elapsed since such Moody’s Second
                Trigger Downgrade Event first occurred, the corresponding percentage
                for
                such Eligible Collateral in the column headed “Moody’s Second Trigger
                Valuation Percentage.

            


    

     

    “Moody’s
      Value” means, on any date and with respect to any Eligible
      Collateral the product of (x) the bid price obtained by the Valuation Agent
      and
      (y) the applicable Moody’s Valuation Percentage for such Eligible Collateral set
      forth in Schedule A.

     

    “Next
      Payment” means, in respect of each Next Payment Date, the greater
      of (i) the aggregate amount of any payments due to be made by Party A under
      Section 2(a) on such Next Payment Date less the aggregate amount of any payments
      due to be made by Party B under Section 2(a) on such Next Payment Date (any
      such
      payments determined based on rates prevailing the date of determination) and
      (ii) zero.

     

    “Next
      Payment Date” means each date on which the next scheduled payment
      under any Transaction is due to be paid.

     

     “Replacement
      Transaction” for the purposes of this
      Annex, means, with respect to any Terminated Transaction or group
      of Terminated Transactions, a transaction or group of transactions that would
      have the effect of preserving for the Secured Party the economic equivalent
      of
      any payment or delivery (whether the underlying obligation was absolute or
      contingent and assuming the satisfaction of each applicable condition precedent)
      by the parties under Section 2(a)(i) in respect of such Terminated Transaction
      or group of Terminated Transactions that would, but for the occurrence of the
      relevant Early Termination Date, have been required after that date, without
      assuming that the terms of such transaction or group of transactions are
      materially less beneficial for Party B than the terms of the Terminated
      Transaction or group of Terminated Transactions.

     

    “S&P
      Approved Ratings Downgrade Event” means that no Relevant Entity
      has credit ratings from S&P at least equal to the S&P Approved Ratings
      Threshold.

     

    “S&P
      Credit Support Amount” means, for any Valuation Date:

     

    
      	
               

            	
              (A)

            	
              if
                the S&P Threshold for such Valuation Date is zero and it is not the
                case that an S&P Required Ratings Downgrade Event has occurred and
                been continuing for at least 10 Local Business Days, an amount equal
                to
                the greater of (x) zero and (y) than Secured Party’s Exposure on such
                Valuation Date;

            


    

     

    
      	
               

            	
              (B)

            	
              if
                the S&P Threshold for such Valuation Date is zero and it is the case
                that an S&P Required Ratings Downgrade Event has occurred and been
                continuing for at least 10 Local Business Days, an amount equal to
                the
                greater of (x) zero and (y) 125% of the Secured Party’s Exposure on such
                Valuation Date; or

            


    

     

    
      	
               

            	
               (C)

            	
              if
                the S&P Threshold for such Valuation Date is infinity,
                zero.

            


    

     

     “S&P
      Valuation Percentage” means, with respect to a Valuation Date and
      each item of Eligible Collateral,

     

    
      	
               

            	
              (A)

            	
              if
                the S&P Threshold for such Valuation Date is zero and it is not the
                case that an S&P Required Ratings Downgrade Event has occurred and
                been continuing for at least 10 Local Business Days, the corresponding
                percentage for such Eligible Collateral in the column headed “S&P
                Approved Ratings Valuation Percentage;”
or

            


    

     

    
      	
               

            	
              (B)

            	
              if
                an S&P Required Ratings Downgrade Event has occurred and been
                continuing for at least 10 Local Business Days, the corresponding
                percentage for such Eligible Collateral in the column headed “S&P
                Required Ratings Valuation
                Percentage”.

            


    

     

    “S&P
      Value” means, on any date and with respect to any Eligible
      Collateral, (A) in the case of Eligible Collateral other than Cash, the product
      of (x) the bid price obtained by the Valuation Agent for such Eligible
      Collateral and (y) the applicable S&P Valuation Percentage for such Eligible
      Collateral set forth in Schedule A and (B) in the case of Cash, the amount
      thereof multiplied by the applicable S&P Valuation Percentage.

     

    “Transaction
      Exposure” means, for any Transaction, Exposure determined as if
      such Transaction were the only Transaction between the Secured Party and the
      Pledgor.

     

    “Transaction-Specific
      Hedge” means any Transaction that is (i) an interest rate swap in
      respect of which (x) the notional amount of the interest rate swap is “balance
      guaranteed” or (y) the notional amount of the interest rate swap for any
      Calculation Period (as defined in the related Confirmation) otherwise is not
      a
      specific dollar amount that is fixed at the inception of the Transaction, (ii)
      an interest rate cap, (iii) an interest rate floor or (iv) an interest rate
      swaption.

     

    “Valuation
      Percentage” shall mean, for purposes of determining the S&P
      Value or Moody’s Value with respect to any Eligible Collateral or Posted
      Collateral, the applicable S&P Valuation Percentage or Moody’s Valuation
      Percentage for such Eligible Collateral or Posted Collateral, respectively,
      in
      each case as set forth in Schedule A.

     

    “Value”
      shall mean, in respect of any date, the related S&P Value and the related
      Moody’s Value.

     

    [Remainder
      of this page intentionally left blank]

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have
      executed this Annex by their duly authorized representatives as of the date
      of
      the Agreement.

     

    


     

    
      	
              Bear
                Stearns Financial Products Inc.

            	 	
              Wells
                Fargo Bank, N.A., not in its individual capacity but solely as Cap
                Trustee
                on behalf of the Cap Trust with respect to the Soundview Home Loan
                Trust
                2007-OPT5, Asset-Backed Certificates, Series
                2007-OPT5

            
	 	 	 	 	 
	 	 	 	 	 
	
              By:

            	 	 	
              By:

            	 
	
              Name:

            	 	 	
              Name:

            	 
	
              Title:

            	 	 	
              Title:

            	 
	
              Date:

            	 	 	
              Date:

            	 


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      A

    Eligible
      Collateral

     

     

    
      	
               

              ISDA
                Collateral Asset Definition (ICAD) Code

            	
              Remaining
                Maturity in Years

            	
              S&P

              Valuation
                Approved Ratings

              Percentage

            	
              S&P
                Required Ratings Valuation Percentage

            	
              Moody’s

              First
                Trigger Valuation Percentage

            	
              Moody’s

              Second
                Trigger

              Valuation

              Percentage

            
	
              (A)  US-CASH

            	
              N/A

            	
              100%

            	
              80%

            	
              100%

            	
              100%

            
	
              (B)  US-TBILL

                     US-TNOTE

                     US-TBOND

            	 	 	 	 	 
	 	
              1
                or less

            	
              98.9%

            	
              79.1%

            	
              100%

            	
              100%

            
	 	
              More
                than 1 but not more than 2

            	
              98%

            	
              78.4%

            	
              100%

            	
              99%

            
	 	
              More
                than 2 but not more than 3

            	
              98%

            	
              78.4%

            	
              100%

            	
              98%

            
	 	
              More
                than 3 but not more than 5

            	
              98%

            	
              78.4%

            	
              100%

            	
              97%

            
	 	
              More
                than 5 but not more than 7

            	
              93.7%

            	
              75%

            	
              100%

            	
              96%

            
	 	
              More
                than 7 but not more than 10

            	
              92.6%

            	
              74.1%

            	
              100%

            	
              94%

            
	 	
              More
                than 10 but not more than 20

            	
              91.1%

            	
              72.9%

            	
              100%

            	
              90%

            
	 	
              More
                than 20

            	
              88.6%

            	
              70.9%

            	
              100%

            	
              88%

            
	
              (C)  US-GNMA

                     US-FNMA

                     US-FHLMC

            	 	 	 	 	 
	 	
              1
                or less

            	
              98.5%

            	
              78.8%

            	
              100%

            	
              99%

            
	 	
              More
                than 1 but not more than 2

            	
              98%

            	
              78.4%

            	
              100%

            	
              99%

            
	 	
              More
                than 2 but not more than 3

            	
              98%

            	
              78.4%

            	
              100%

            	
              98%

            
	 	
              More
                than 3 but not more than 5

            	
              98%

            	
              78.4%

            	
              100%

            	
              96%

            
	 	
              More
                than 5 but not more than 7

            	
              92.6%

            	
              74.1%

            	
              100%

            	
              93%

            
	 	
              More
                than 7 but not more than 10

            	
              92.6%

            	
              74.1%

            	
              100%

            	
              93%

            
	 	
              More
                than 10 but not more than 20

            	
              87.7%

            	
              70.2%

            	
              100%

            	
              89%

            
	 	
              More
                than 20

            	
              84.4%

            	
              67.5%

            	
              100%

            	
              87%

            


    

    


    The
      ISDA Collateral Asset Definition (ICAD) Codes used in this Schedule A are taken
      from the Collateral Asset Definitions (First Edition – June 2003) as published
      and copyrighted in 2003 by the International Swaps and Derivatives Association,
      Inc.

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      P

     

    FORM
      OF
      BASIS RISK CAP AGREEMENT

     

     

    


    
      	
              

            	
              BEAR
                STEARNS FINANCIAL PRODUCTS INC.

            
	
              383
                MADISON AVENUE

            
	
              NEW
                YORK, NEW YORK 10179

            
	
              212-272-4009

            


    

    


    


    


    
      	
              DATE:

            	
              October
                30, 2007

            
	 	 
	
              TO:

            	
              Wells
                Fargo Bank, N.A., not in its individual capacity but solely as Trustee
                with respect to the Soundview Home Loan Trust 2007-OPT5, Asset-Backed
                Certificates, Series 2007-OPT5

            
	
              ATTENTION:

            	
              Client
                Manager Soundview 2007-OPT5

            
	
              FACSIMILE:

            	
              410-715-2380

            
	 	 
	
              TO:

            	
              The
                Royal Bank of Scotland plc, London

            
	
              ATTENTION:

            	
              Melizza
                Stotler

            
	
              FACSIMILE:

            	
              203-618-2580

            
	 	 
	
              FROM:

            	
              Derivatives
                Documentation

            
	
              TELEPHONE:

            	
              212-272-2711

            
	
              FACSIMILE:

            	
              212-272-9857

            
	 	 
	
              RE:

            	
              Novation
                Confirmation

            
	 	 
	
              REFERENCE
                NUMBER(S):

            	
              FXNEC10025-BXNE258954

            


    

    


    The
      purpose of this letter is to confirm the terms and conditions of the Novation
      Transaction entered into between the parties and effective from the Novation
      Date specified below.  This Novation Confirmation constitutes a
“Confirmation” as referred to in the New Agreement specified below.

    


    
      	
              1.

            	
              The
                definitions and provisions contained in the 2004 ISDA Novation Definitions
                (the “Definitions”) and the terms and provisions of the 2006 ISDA
                Definitions, as published by the International Swaps and
                Derivatives Association, Inc. and amended from time to time, are
                incorporated in this Novation Confirmation.  In the event of any
                inconsistency between (i) the Definitions, (ii) the 2006 ISDA Definitions,
                and/or (iii) the Novation Agreement and this Novation Confirmation,
                this
                Novation Confirmation will govern.

            


    

    


    
      	
              2.

            	
              The
                terms of the Novation Transaction to which this Novation Confirmation
                relates are as follows:

            


    

    


    
      	 	
              Novation
                Trade Date:

            	
              October
                30, 2007

            
	 	
              Novation
                Date:

            	
              October
                30, 2007

            
	 	
              Novated
                Amount:

            	
              As
                set forth in the New Confirmation.

            
	 	
              Transferor
                1:

            	
              The
                Royal Bank of Scotland plc

            
	 	
              Transferor
                2:

            	
              Bear
                Stearns Bank plc

            
	 	
              Transferee
                1:

            	
              Wells
                Fargo Bank, N.A., not in its individual capacity but solely as Trustee
                with respect to the Soundview Home Loan Trust 2007-OPT5, Asset-Backed
                Certificates, Series 2007-OPT5

            
	 	
              Transferee
                2:

            	
              Bear
                Stearns Financial Products Inc.

            
	 	
              New
                Agreement (between Transferee 1 and

              Transferee
                2):

            	
              The
                Master Agreement as defined in the New
                Confirmation.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Reference
        Number: FXNEC10025-BXNE258954 – Novation Confirmation

      Wells
        Fargo Bank, N.A., not in its individual capacity but solely as Trustee with
        respect to the Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates,
        Series 2007-OPT5

      The
        Royal
        Bank of Scotland plc

      October
        30, 2007

    

    
 

    
      	
              3.

            	
              The
                terms of the Old Transaction to which this Novation Confirmation
                relates,
                for identification purposes, are as
                follows:

            


    

    


    
      	 	
              Reference
                Number of Old Transaction:

            	
              BXNE258954

            
	 	
              Trade
                Date of Old Transaction:

            	
              October
                15, 2007

            
	 	
              Effective
                Date of Old Transaction:

            	
              November
                25, 2007

            
	 	
              Termination
                Date of Old Transaction:

            	
              July
                25, 2008

            


    

    


    
      	
              4.

            	
              The
                terms of the New Transaction to which this Novation Confirmation
                relates
                shall be as specified in the New Confirmation attached hereto as
                Exhibit
                A.

            


    

    


    
      	 	
              Full
                First Calculation Period:

            	
              Applicable,
                commencing on November 25, 2007.

            


    

    


    5.      Offices:

    


    
      	 	
              Transferor
                1:

            	
              London

            
	 	
              Transferor
                2:

            	
              Not
                Applicable

            
	 	
              Transferee
                1:

            	
              Not
                Applicable

            
	 	
              Transferee
                2:

            	
              Not
                Applicable

            


    

    


    6.      Agency
      Role of Greenwich Capital Markets, Inc. This Transaction has been entered into
      by Greenwich Capital Markets, Inc., as agent for The Royal Bank of Scotland
      plc.
      Greenwich Capital Markets, Inc. has not guaranteed and is not otherwise
      responsible for the obligations of The Royal Bank of Scotland plc under this
      Transaction.

    


    The
      parties confirm their acceptance to be bound by this Novation Confirmation
      as of
      the Novation Date by executing a copy of this Novation Confirmation and
      returning a facsimile of the fully-executed Novation Confirmation to
212-272-9857.  Transferor 1 and Transferor 2, by
      their respective execution of a copy of this Novation Confirmation, each agrees
      to the terms of the Novation Confirmation as it relates to the Old
      Transaction.  Transferee 1 and Transferee 2, by their respective
      execution of a copy of this Novation Confirmation, each agrees to the terms of
      the Novation Confirmation as it relates to the New Transaction.  For
      inquiries regarding U.S. Transaction, please contact Derivatives
      Documentation by telephone at
212-272-2711.  For all other inquiries please contact
Derivatives Documentation by telephone at
353-1-402-6223.

    


    


    
      	
              Bear
                Stearns Financial Products Inc.

               

            	 	
              Wells
                Fargo Bank, N.A., not in its individual capacity but solely as Trustee
                with respect to the Soundview Home Loan Trust 2007-OPT5, Asset-Backed
                Certificates, Series 2007-OPT5

               

            
	 	 	 	 	 
	 	 	 	 	 
	
              By:

            	 	 	
              By:

            	 
	
              Name:

            	 	 	
              Name:

            	 
	
              Title:

            	 	 	
              Title:

            	 
	
              Date:

            	 	 	
              Date:

            	 
	 	 	 
	 	 	 
	 	 	 
	
              Bear
                Stearns Bank plc

               

            	 	
              The
                Royal Bank of Scotland plc

              By:
                Greenwich Capital Markets, Inc., its agent

               

            
	 	 	 	 	 
	 	 	 	 	 
	
              By:

            	 	 	
              By:

            	 
	
              Name:

            	 	 	
              Name:

            	 
	
              Title:

            	 	 	
              Title:

            	 
	
              Date:

            	 	 	
              Date:

            	 


    

    


    


    


    


    lm

    


     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    


    
      	
              

            	
              BEAR
                STEARNS FINANCIAL PRODUCTS INC.

            
	
                383
                MADISON AVENUE

            
	
              NEW
                YORK, NEW YORK 10179

            
	
              212-272-4009

            


    

    


    Exhibit
      A

    


    
      	
              DATE:

            	
              October
                30, 2007

            
	 	 
	
              TO:

            	
              Wells
                Fargo Bank, N.A., not in its individual capacity but solely as Trustee
                with respect to the Soundview Home Loan Trust 2007-OPT5, Asset-Backed
                Certificates, Series 2007-OPT5

            
	
              ATTENTION:

            	
              Client
                Manager Soundview 2007-OPT5

            
	
              TELEPHONE:

            	
              410-884-2000

            
	
              FASCIMILE:

            	
              410-715-2380

            
	 	 
	
              FROM:

            	
              Derivatives
                Documentation

            
	
              TELEPHONE:

            	
              212-272-2711

            
	
              FACSIMILE:

            	
              212-272-9857

            
	 	 
	
              SUBJECT:

            	
              Fixed
                Income Derivatives Confirmation and Agreement

            
	 	 
	
              REFERENCE
                NUMBER:

            	
              FXNEC10025

            


    

    


    The
      purpose of this long-form confirmation (“Long-form
      Confirmation”) is to confirm the terms and conditions of the current
      Transaction entered into on the Trade Date specified below (the
“Transaction”) between Bear Stearns Financial Products
      Inc. (“Party A”) and Wells Fargo Bank, N.A., not in its
      individual capacity, but solely as Trustee on behalf of the Soundview Home
      Loan
      Trust 2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5 (“Party B”)
created under the Pooling and Servicing Agreement, dated
      October 1,
      2007 among Financial Assets Securities Corp as Depositor (the “Depositor”),
      Option One Mortgage Corporation as Servicer (the “Servicer”) and Wells Fargo
      Bank, N.A. as Trustee (the “Trustee”).  This Long-form Confirmation
      evidences a complete and binding agreement between you and us to enter into
      the
      Transaction on the terms set forth below and replaces any previous agreement
      between us with respect to the subject matter hereof.  Item 2 of this
      Long-form Confirmation constitutes a “Confirmation” as referred
      to in the ISDA Master Agreement (defined below); Item 3 of this Long-form
      Confirmation constitutes a “Schedule” as referred to in the
      ISDA Master Agreement; and Annex A hereto constitutes Paragraph 13 of a Credit
      Support Annex to the Schedule.

    


    
      	
              Item
                1.

            	
              The
                Confirmation set forth at Item 2 hereof shall supplement, form a
                part of,
                and be subject to an agreement in the form of the ISDA Master Agreement
                (Multicurrency - Cross Border) as published and copyrighted in 1992
                by the
                International Swaps and Derivatives Association, Inc. (the “ISDA
                Master Agreement”), as if Party A and Party B had executed an
                agreement in such form on the date hereof, with a Schedule as set
                forth in
                Item 3 of this Long-form Confirmation, and an ISDA Credit Support
                Annex
                (Bilateral Form - ISDA Agreements Subject to New York Law Only version)
                as
                published and copyrighted in 1994 by the International Swaps and
                Derivatives Association, Inc., with Paragraph 13 thereof as set forth
                in
                Annex A hereto (the “Credit Support Annex”). For the
                avoidance of doubt, the Transaction described herein shall be the
                sole
                Transaction governed by such ISDA Master
                Agreement.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Reference
        Number: FXNEC10025

      Wells
        Fargo Bank, N.A., not in its individual capacity but solely as Trustee with
        respect to the Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates,
        Series 2007-OPT5

      October
        30, 2007

    

    
 

    
      	
              Item
                2.

            	
              The
                terms of the particular Transaction to which this Confirmation relates
                are
                as follows:

            


    

    


    
      	
              Type
                of Transaction:

            	
              Interest
                Rate Cap (basis risk cap)

            
	 	 
	
              Notional
                Amount:

            	
              With
                respect to any Calculation Period, the lesser of (a) the amount set
                forth
                for such period in Schedule I attached hereto and (b) the aggregate
                Certificate Principal Balance of the Floating Rate Certificates
                immediately preceding the Distribution Date which occurs in the calendar
                month of the Floating Rate Payer Payment Date for such Calculation
                Period
                (determined for this purpose without regard to any adjustment of
                the
                Floating Rate Payer Payment Date or Distribution Date relating to
                business
                days).

            
	 	 
	
              Trade
                Date:

            	
              October
                30, 2007

            
	 	 
	
              Effective
                Date:

            	
              November
                25, 2007

            
	 	 
	
              Termination
                Date:

            	
              July
                25, 2008, subject to adjustment in accordance with the Business Day
                Convention.

            
	 	 
	
              Fixed
                Amount (Premium):

            	
              Inapplicable.
                Premium has been paid under the Old Transaction.

            
	 	 
	
              Floating
                Amounts:

            	 
	 	 
	
              Floating
                Rate Payer:

            	
              Party
                A

            
	 	 
	
              Cap
                Rate:

            	
              With
                respect to any Calculation Period, the rate set forth for such period
                in
                Schedule I attached hereto.

            
	 	 
	
              Floating
                Rate Payer

            	 
	
              Period
                End Dates:

            	
              The
                25th
                calendar day of each month during the Term of this Transaction, commencing
                December 25, 2007, and ending on the Termination Date, subject to
                adjustment in accordance with the Business Day
                Convention.

            
	 	 
	
              Floating
                Rate Payer

            	 
	
              Payment
                Dates:

            	
              Early
                Payment shall be applicable. The Floating Rate Payer Payment Dates
                shall
                be one Business Day prior to each Floating Rate Payer Period End
                Date.

            
	 	 
	
              Floating
                Rate Option:

            	
              USD-LIBOR-BBA,
                provided, however, that if the Floating Rate determined from such
                Floating
                Rate Option for any Calculation Period is greater than 10.50000%
                then the
                Floating Rate for such Calculation Period shall be deemed to be
                10.50000%.

            
	 	 
	
              Designated
                Maturity:

            	
              One
                month

            
	 	 
	
              Floating
                Rate Day

            	 
	
              Count
                Fraction:

            	
              Actual/360

            
	 	 
	
              Reset
                Dates:

            	
              The
                first day of each Calculation Period.

            
	 	 
	
              Compounding:

            	
              Inapplicable

            
	 	 
	
              Business
                Days:

            	
              New
                York

            
	 	 
	
              Business
                Day Convention:

            	
              Following

            


    

    


    
      	
              Item
                3.

            	
              For
                each Calculation Period, Counterparty will make available on its
                website
                https://www.ctslink.com indicating the Certificate Principal Balance
                of
                the Floating Rate Certificates as of the first day of the month in
                which
                such Calculation Period begins.

            


    

    


    
      	
              Item
                4.

            	
              Provisions
                Deemed Incorporated in a Schedule to the ISDA Master
                Agreement:

            


    

    


    
      	
              Part
                1.

            	
              Termination
                Provisions.

            


    

    


    For
      the
      purposes of this Agreement:-

    


    (a)           “Specified
      Entity” will not apply to Party A or Party B for any
      purpose.

    


    
      	
              (b)

            	
              “Specified
                Transaction” will have the meaning specified in Section
                14.

            


    

    


    
      	
              (c)

            	
              Events
                of Default.

            


    

    


    The
      statement below that an Event of Default will apply to a specific party means
      that upon the occurrence of such an Event of Default with respect to such party,
      the other party shall have the rights of a Non-defaulting Party under Section
      6
      of this Agreement; conversely, the statement below that such event will not
      apply to a specific party means that the other party shall not have such
      rights.

    


    
      	
              (i)  

            	
              The
                “Failure to Pay or Deliver” provisions of Section 5(a)(i)
                will apply to Party A and will apply to Party B; provided, however,
                that
                notwithstanding anything to the contrary in Section 5(a)(i) or in
                Paragraph 7 any failure by Party A to comply with or perform any
                obligation to be complied with or performed by Party A under the
                Credit
                Support Annex shall not constitute an Event of Default under Section
                5(a)(i) unless a Moody’s Second Trigger Downgrade Event has occurred and
                is continuing and at least 30 Local Business Days have elapsed since
                such
                Moody’s Second Trigger Downgrade Event first
                occurred.

            


    

    


    
      	
              (ii)  

            	
              The
                “Breach of Agreement” provisions of Section 5(a)(ii) will
                apply to Party A and will not apply to Party
                B.

            


    

    


    
      	
              (iii)  

            	
              The
                “Credit Support Default” provisions of Section 5(a)(iii)
                will apply to Party A and will not apply to Party B except that Section
                5(a)(iii)(1) will apply to Party B solely in respect of Party B’s
                obligations under Paragraph 3(b); provided, however, that notwithstanding
                anything to the contrary in Section 5(a)(iii)(1), any failure by
                Party A
                to comply with or perform any obligation to be complied with or performed
                by Party A under the Credit Support Annex shall not constitute an
                Event of
                Default under Section 5(a)(iii) unless a Moody’s Second Trigger Downgrade
                Event has occurred and is continuing and at least 30 Local Business
                Days
                have elapsed since such Moody’s Second Trigger Downgrade Event first
                occurred.

            


    

    


    
      	
              (iv)  

            	
              The
                “Misrepresentation” provisions of Section 5(a)(iv) will
                apply to Party A and will not apply to Party
                B.

            


    

    


    
      	
              (v)  

            	
              The
                “Default under Specified Transaction” provisions of
                Section 5(a)(v) will apply to Party A and will not apply to Party
                B.

            


    

    


    
      	
              (vi)  

            	
              The
                “Cross Default” provisions of Section 5(a)(vi) will apply
                to Party A and will not apply to Party B.  For purposes of
                Section 5(a)(vi), solely with respect to Party
                A:

            


    

    


    “Specified
      Indebtedness” will have the meaning specified in Section 14.

    


    “Threshold
      Amount” means USD 100,000,000. 

    


    
      	
              (vii)  

            	
              The
                “Bankruptcy” provisions of Section 5(a)(vii) will apply
                to Party A and will apply to Party B; provided, however, that, for
                purposes of applying Section 5(a)(vii) to Party B: (A) Section
                5(a)(vii)(2) shall not apply, (B) Section 5(a)(vii)(3) shall not
                apply to
                any assignment, arrangement or composition that is effected by or
                pursuant
                to the Pooling and Servicing Agreement, (C) Section 5(a)(vii)(4)
                shall not
                apply to a proceeding instituted, or a petition presented, by Party
                A or
                any of its Affiliates (for purposes of Section 5(a)(vii)(4), Affiliate
                shall have the meaning set forth in Section 14, notwithstanding anything
                to the contrary in this Agreement), (D) Section 5(a)(vii)(6) shall
                not
                apply to any appointment that is effected by or pursuant to the Pooling
                and Servicing Agreement, or any appointment to which Party B has
                not yet
                become subject; (E) Section 5(a)(vii) (7) shall not apply; (F) Section
                5(a)(vii)(8) shall apply only to the extent of any event which has
                an
                effect analogous to any of the events specified in clauses (1), (3),
                (4),
                (5) or (6) of Section 5(a)(vii), in each case as modified in this
                Part
                1(c)(vii), and (G) Section 5(a)(vii)(9) shall not
                apply.

            


    

    


    
      	
              (viii)  

            	
              The
                “Merger Without Assumption” provisions of Section
                5(a)(viii) will apply to Party A and will apply to Party
                B.

            


    

    


    (d)           Termination
      Events.

    


    The
      statement below that a Termination Event will apply to a specific party means
      that upon the occurrence of such a Termination Event, if such specific party
      is
      the Affected Party with respect to a Tax Event, the Burdened Party with respect
      to a Tax Event Upon Merger (except as noted below) or the non-Affected Party
      with respect to a Credit Event Upon Merger, as the case may be, such specific
      party shall have the right to designate an Early Termination Date in accordance
      with Section 6 of this Agreement; conversely, the statement below that such
      an
      event will not apply to a specific party means that such party shall not have
      such right; provided, however, with respect to “Illegality” the statement that
      such event will apply to a specific party means that upon the occurrence of
      such
      a Termination Event with respect to such party, either party shall have the
      right to designate an Early Termination Date in accordance with Section 6 of
      this Agreement.

    


    (i)           The
      “Illegality” provisions of Section 5(b)(i) will apply to Party
      A and will apply to Party B.

    


    
      	
               

            	
              (ii)

            	
              The
                “Tax Event” provisions of Section 5(b)(ii) will apply to
                Party A and will apply to Party B.

            


    

    


    
      	
               

            	
              (iii)

            	
              The
                “Tax Event Upon Merger” provisions of Section 5(b)(iii)
                will apply to Party A and will apply to Party B, provided that Party
                A
                shall not be entitled to designate an Early Termination Date by reason
                of
                a Tax Event upon Merger in respect of which it is the Affected
                Party.

            


    

    


    
      	
               

            	
              (iv)

            	
              The
                “Credit Event Upon Merger” provisions of Section 5(b)(iv)
                will not apply to Party A and will not apply to Party
                B.

            


    

    


    
      	
              (e)

            	
              The
                “Automatic Early Termination” provision of Section 6(a)
                will not apply to Party A and will not apply to Party
                B.

            


    

    


    (f)           Payments
      on Early Termination.  For the purpose of Section 6(e) of
      this Agreement:

    


    
      	
                
                (i)  

            	
              Market
                Quotation and the Second Method will apply, provided, however, that,
                notwithstanding anything to the contrary in this Agreement, if an
                Early
                Termination Date has been designated as a result of a Derivative
                Provider
                Trigger Event, the following provisions will
                apply:

            


    

    


    
      	
               

            	
              (A)

            	
              Section
                6(e) is hereby amended by inserting on the first line thereof the
                words
                “or is effectively designated” after “If an Early Termination Date
                occurs”;

            


    

    


    
      	
               

            	
              (B)

            	
              The
                definition of Market Quotation in Section 14 shall be deleted in
                its
                entirety and replaced with the
                following:

            


    

    


    “Market
      Quotation” means, with respect to one or more Terminated
      Transactions, and a party making the determination, an amount determined on
      the
      basis of one or more Firm Offers from Reference Market-makers that are Eligible
      Replacements.  Each Firm Offer will be (1) for an amount that would be
      paid to Party B (expressed as a negative number) or by Party B (expressed as
      a
      positive number) in consideration of an agreement between Party B and such
      Reference Market-maker to enter into a Replacement Transaction, and (2) made
      on
      the basis that Unpaid Amounts in respect of the Terminated Transaction or group
      of Transactions are to be excluded but, without limitation, any payment or
      delivery that would, but for the relevant Early Termination Date, have been
      required (assuming satisfaction of each applicable condition precedent) after
      that Early Termination Date are to be included.  The party making the
      determination (or its agent) will request each Reference Market-maker that
      is an
      Eligible Replacement to provide its Firm Offer to the extent reasonably
      practicable as of the same day and time (without regard to different time zones)
      on or as soon as reasonably practicable after the designation or occurrence
      of
      the relevant Early Termination Date. The day and time as of which those Firm
      Offers are to be provided (the “bid time”) will be selected in good faith by the
      party obliged to make a determination under Section 6(e), and, if each party
      is
      so obliged, after consultation with the other.  If at least one Firm
      Offer from an Approved Replacement (which, if accepted, would determine the
      Market Quotation) is provided at the bid time, the Market Quotation will be
      the
      Firm Offer (among such Firm Offers as specified in clause (C) below) actually
      accepted by Party B no later than the Business Day immediately preceding the
      Early Termination Date.  If no Firm Offer from an Approved Replacement
      (which, if accepted, would determine the Market Quotation) is provided at the
      bid time, it will be deemed that the Market Quotation in respect of such
      Terminated Transaction or group of Transactions cannot be
      determined.

    


    
      	
               

            	
              (C)

            	
              If
                more than one Firm Offer from an Approved Replacement (which, if
                accepted,
                would determine the Market Quotation) is provided at the bid time,
                Party B
                shall accept the Firm Offer (among such Firm Offers) which would
                require
                either (x) the lowest payment by Party B to the Reference Market-maker,
                to
                the extent Party B would be required to make a payment to the Reference
                Market-maker or (y) the highest payment from the Reference Market-maker
                to
                Party B, to the extent the Reference Market-maker would be required
                to
                make a payment to Party B.  If only one Firm Offer from an
                Approved Replacement (which, if accepted, would determine the Market
                Quotation) is provided at the bid time, Party B shall accept such
                Firm
                Offer.

            


    

    


    
      	
               

            	
              (D)

            	
              If
                Party B requests Party A in writing to obtain Market Quotations,
                Party A
                shall use its reasonable efforts to do
                so.

            


    

    


    
      	
               

            	
              (E)

            	
              If
                the Settlement Amount is a negative number, Section 6(e)(i)(3) shall
                be
                deleted in its entirety and replaced with the
                following:

            


    

    


    “(3)
      Second Method and Market Quotation. If the Second Method and Market
      Quotation apply, (I) Party B shall pay to Party A an amount equal to the
      absolute value of the Settlement Amount in respect of the Terminated
      Transactions, (II) Party B shall pay to Party A the Termination Currency
      Equivalent of the Unpaid Amounts owing to Party A and (III) Party A shall pay
      to
      Party B the Termination Currency Equivalent of the Unpaid Amounts owing to
      Party
      B; provided, however, that (x) the amounts payable under the immediately
      preceding clauses (II) and (III) shall be subject to netting in accordance
      with
      Section 2(c) of this Agreement and (y) notwithstanding any other provision
      of
      this Agreement, any amount payable by Party A under the immediately preceding
      clause (III) shall not be netted against any amount payable by Party B under
      the
      immediately preceding clause (I).”

    


    
      	
               

            	
              (F)

            	
              In
                determining whether or not a Firm Offer satisfies clause (B)(y) of
                the
                definition of Replacement Transaction and whether or not a proposed
                transfer satisfies clause (e)(B)(y) of the definition of Permitted
                Transfer, Party B shall act in a commercially reasonable
                manner.

            


    

    


    (g)           “Termination
      Currency” means USD.

    


    (h)          
       Additional
      Termination Events.  Additional Termination Events will apply
      as provided in Part 5(c).

    


    Part
      2.    Tax Matters.

    


    (a)           
      Tax Representations.

    


    
      	
               

            	
              (i)

            	
              Payer
                Representations.  For the purpose of Section 3(e) of
                this Agreement:

            


    

     

    (A)           Party
      A makes the following representation(s):

    


    It
      is not
      required by any applicable law, as modified by the practice of any relevant
      governmental revenue authority, of any Relevant Jurisdiction to make any
      deduction or withholding for or on account of any Tax from any payment (other
      than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be
      made
      by it to the other party under this Agreement.

    


    In
      making
      this representation, it may rely on:

    


    
      	
               

            	
              (i)

            	
              the
                accuracy of any representations made by the other party pursuant
                to
                Section 3(f) of this Agreement;

            


    

    


    
      	
               

            	
              (ii)

            	
              the
                satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii)
                of
                this Agreement and the accuracy and effectiveness of any document
                provided
                by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this
                Agreement; and

            


    

    


    
      	
               

            	
              (iii)

            	
              the
                satisfaction of the agreement of the other party contained in Section
                4(d)
                of this Agreement, provided that it shall not be a breach of this
                representation where reliance is placed on clause (ii) and the other
                party
                does not deliver a form or document under Section 4(a)(iii) by reason
                of
                material prejudice to its legal or commercial
                position.

            


    

    


    (B)           Party
      B makes the following representation(s):

    


    None.

    


    (ii)           Payee
      Representations.  For the purpose of Section 3(f) of this
      Agreement:

     

    (A)           Party
      A makes the following representation(s):

    


    Party
      A
      is a corporation organized under the laws of the State of Delaware and its
      U.S.
      taxpayer identification number is 13-3866307.

    


    (B)           Party
      B makes the following representation(s):

    


    None.

    


    


    


    
      	
              (b)

            	
              Tax
                Provisions.

            


    

    


    
      	
               

            	
              (i)

            	
              Gross
                Up.  Section 2(d)(i)(4) shall not apply to Party B as
                X, such that Party B shall not be required to pay any additional
                amounts
                referred to therein.

            


    

    


    
      	
                   
                (ii)  

            	
              Indemnifiable
                Tax. Notwithstanding the definition of “Indemnifiable Tax” in
                Section 14 of this Agreement, all Taxes in relation to payments by
                Party A
                shall be Indemnifiable Taxes (including any Tax imposed in relation
                to a
                Credit Support Document or in relation to any payment thereunder)
                unless
                such Taxes (i) are assessed directly against Party B and not by deduction
                or withholding by Party A or (ii) arise as a result of a Change in
                Tax Law
                (in which case such Tax shall be an Indemnifiable Tax only if such
                Tax
                satisfies the definition of Indemnifiable Tax provided in Section
                14).  In relation to payments by Party B, no Tax shall be an
                Indemnifiable Tax.

            


    

    


      Part
      3.                      Agreement
      to Deliver Documents. 

    


     (a)           For
      the purpose of Section 4(a)(i), tax forms, documents, or certificates to be
      delivered are:

    


    
      	
              Party
                required to deliver document

               

            	
              Form/Document/

              Certificate

               

            	 	
              Date
                by which to

              be
                delivered

               

            
	
              Party
                A

               

            	
              An
                original properly completed and executed United States Internal Revenue
                Service Form W-9 (or any successor thereto) with respect to any payments
                received or to be received by Party A that eliminates U.S. federal
                withholding and backup withholding Tax on payments to Party A under
                this
                Agreement.

               

            	 	
              (i)
                upon execution of this Agreement, (ii) on or before the first payment
                date
                under this Agreement, including any Credit Support Document, (iii)
                promptly upon the reasonable demand by Party B, (iv) prior to the
                expiration or obsolescence of any previously delivered form, and
                (v)
                promptly upon the information on any such previously delivered form
                becoming inaccurate or incorrect.

               

            
	
              Party
                B

               

            	
              (i)
                Upon execution of this Agreement, an original properly completed
                and
                executed United States Internal Revenue Service Form W-9 (or any
                successor
                thereto) with respect to any payments received or to be received
                by the
                initial beneficial owner of payments to Party B that eliminates U.S.
                federal withholding and backup withholding Tax on payments to Party
                B
                under this Agreement, and (ii) thereafter,  the appropriate tax
                certification form (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY,
                W-8EXP
                or W-8ECI, as applicable (or any successor form thereto)) with respect
                to
                any payments received or to be received by the beneficial owner of
                payments to Party B under this Agreement from time to time.

               

            	 	
              (i)
                upon execution of this Agreement, (ii) on or before the first payment
                date
                under this Agreement, including any Credit Support Document, (iii)
                in the
                case of a tax certification form other than a Form W-9, before December
                31
                of each third succeeding calendar year, (iv) promptly upon the reasonable
                demand by Party A, (v) prior to the expiration or obsolescence of
                any
                previously delivered form, and (vi) promptly upon the information
                on any
                such previously delivered form becoming inaccurate or
                incorrect.

               

            


    

    


     

    


     (b)           For
      the purpose of Section 4(a)(ii), other documents to be delivered
      are:

    


    
      	
              Party
                required to deliver document

               

            	
              Form/Document/

              Certificate

               

            	 	
              Date
                by which to

              be
                delivered

               

            	
              Covered
                by Section 3(d) Representation

               

            
	
              Party
                A and

              Party
                B

               

            	
              Any
                documents required by the receiving party to evidence the authority
                of the
                delivering party or its Credit Support Provider, if any, for it to
                execute
                and deliver the Agreement, each Confirmation, and any Credit Support
                Documents to which it is a party, and to evidence the authority of
                the
                delivering party or its Credit Support Provider to perform its obligations
                under the Agreement, each Confirmation and any Credit Support Document,
                as
                the case may be

               

            	 	
              Upon
                the execution and delivery of this Agreement

               

            	
              Yes

               

            
	
              Party
                A and

              Party
                B

               

            	
              A
                certificate of an authorized officer of the party, as to the incumbency
                and authority of the respective officers of the party signing the
                Agreement, each  Confirmation, and any relevant Credit Support
                Document, as the case may be

               

            	 	
              Upon
                the execution and delivery of this Agreement

               

            	
              Yes

               

            
	
              Party
                A

               

            	
              Annual
                Report of Party A containing consolidated financial statements certified
                by independent certified public accountants and prepared in accordance
                with generally accepted accounting principles in the country in which
                Party A is organized

               

            	 	
              Upon
                request by Party B

               

            	
              Yes

               

            
	
              Party
                A

               

            	
              Quarterly
                Financial Statements of Party A containing unaudited, consolidated
                financial statements of Party A’s fiscal quarter prepared in accordance
                with generally accepted accounting principles in the country in which
                Party A is organized

               

            	 	
              Upon
                request by Party B

               

            	
              Yes

               

            
	
              Party
                A

               

            	
              An
                opinion of counsel of such party  regarding the enforceability
                of this Agreement in a form reasonably satisfactory to the other
                party.

               

            	 	
              Upon
                the execution and delivery of this Agreement

               

            	
              No

               

            
	
              Party
                B

               

            	
              An
                executed copy of the Pooling and Servicing Agreement

               

            	 	
              Promptly
                upon filing of such agreement with the U.S. Securities and Exchange
                Commission

               

            	
              No

               

            


    

     

    


    Part
      4.  Miscellaneous.

    


    
      	
              (a)

            	
              Address
                for Notices:  For the purposes of Section 12(a) of
                this Agreement:

            


    

    


    Address
      for notices or communications
      to Party A:

    


    
      	
              Address:

            	
              383
                Madison Avenue, New York, New York 10179

            
	
              Attention:

            	
              DPC
                Manager

            
	
              Facsimile:

            	
              (212)
                272-5823

            
	 	 
	
              with
                a copy to:

            	 
	 	 
	
              Address:

            	
              One
                Metrotech Center North, Brooklyn, New York 11201

            
	
              Attention:

            	
              Derivative
                Operations   7th Floor

            
	
              Facsimile:

            	
              (212)
                272-1634

            
	 	 
	
              (For
                all purposes)

            	 


    

    


    Address
      for notices or communications
      to Party B:

    


    
      	
              Address:

            	
              Wells
                Fargo Bank, N.A. 9062 Old Annapolis Road, Columbia, MD
                21045

            
	
              Attention:

            	
              Client
                Manager Soundview 2007-OPT5

            
	
              Facsimile:

            	
              (410)
                715-2380

            
	
              Telephone:

            	
              (410)
                884-2000

            
	 	 
	
              (For
                all purposes)

            	 


    

    


    (b)           Process
      Agent.  For the purpose of Section 13(c):

    


    Party
      A
      appoints as its Process Agent:  Not applicable.

    


    Party
      B
      appoints as its Process Agent:  Not applicable.

    


    
      	
              (c)

            	
              Offices.  The
                provisions of Section 10(a) will apply to this Agreement; neither
                Party A
                nor Party B has any Offices other than as set forth in the Notices
                Section.

            


    

    


    
      	
              (d)

            	
              Multibranch
                Party.  For the purpose of Section 10(c) of this
                Agreement:

            


    

    


    Party
      A is not a Multibranch
      Party.

    


    
      	
               

            	
              Party
                B is not a Multibranch Party.

            


    

    


    
      	
              (e)

            	
              Calculation
                Agent.  The Calculation Agent is Party
                A.

            


    

    


    (f)           Credit
      Support Document.

    


    
      	
              Party
                A:

            	
              The
                Credit Support Annex, and any guarantee in support of Party A’s
                obligations under this Agreement.

            
	 	 
	
              Party
                B:

            	
              The
                Credit Support Annex.

            


    

    


    
      	
              (g)

            	
              Credit
                Support Provider.

            


    

    


    
      	
              Party
                A:

            	
              The
                guarantor under any guarantee in support of Party A’s obligations under
                this Agreement.

            
	 	 
	
              Party
                B:

            	
              None.

            


    

    


    
      	
              (h)

            	
              Governing
                Law.  The parties to this Agreement hereby agree that
                the law of the State of New York shall govern their rights and duties
                in
                whole (including any claim or controversy arising out of or relating
                to
                this Agreement), without regard to the conflict of law provisions
                thereof
                other than New York General Obligations Law Sections 5-1401 and
                5-1402.

            


    

    


    
      	
              (i)

            	
              Netting
                of Payments.  Subparagraph (ii) of Section 2(c) will
                apply to each Transaction
                hereunder.

            


    

    


    
      	
              (j)

            	
              Affiliate.Party
                A and Party B shall be deemed to have no Affiliates for purposes
                of this
                Agreement.

            


    

    
    

    


    
      	
              Part
                5.

            	
              Other
                Provisions.

            


    

    


    
      	
              (a)

            	
              Definitions.
                Unless otherwise specified in a Confirmation, this Agreement
                and
                each Transaction under this Agreement are subject to the 2006 ISDA
                Definitions as published and copyrighted in 2006 by the International
                Swaps and Derivatives Association, Inc. (the
                “Definitions”), and will be governed in all relevant
                respects by the provisions set forth in the Definitions, without
                regard to
                any amendment to the Definitions subsequent to the date
                hereof.  The provisions of the Definitions are hereby
                incorporated by reference in and shall be deemed a part of this Agreement,
                except that (i) references in the Definitions to a “Swap Transaction”
                shall be deemed references to a “Transaction” for purposes of this
                Agreement, and (ii) references to a “Transaction” in this Agreement shall
                be deemed references to a “Swap Transaction” for purposes of the
                Definitions. Each term capitalized but not defined in this Agreement
                shall
                have the meaning assigned thereto in the Pooling and Servicing
                Agreement.

            


    

     

    Each
      reference herein to a “Section” (unless specifically referencing the Pooling and
      Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
      a reference to a Section of the ISDA Master Agreement; each herein reference
      to
      a “Part” will be construed as a reference to the Schedule to the ISDA Master
      Agreement; each reference herein to a “Paragraph” will be construed as a
      reference to a Paragraph of the Credit Support Annex.

     

    (b)           Amendments
      to ISDA Master Agreement.

    


    
      	
               

            	
              (i)

            	
              Single
                Agreement.  Section 1(c) is hereby amended by the
                adding the words “including, for the avoidance of doubt, the Credit
                Support Annex”  after the words “Master
                Agreement”.

            


    

    


    
      	
               

            	
              (ii)

            	
              [Reserved.]

            


    

    


    
      	
               

            	
              (iii)

            	
              [Reserved.]

            


    

    


    
      	
               

            	
              (iv)

            	
              Representations.  Section
                3 is hereby amended by adding at the end thereof the following subsection
                (g):

            


    

    


    
      	
               

            	
              “(g)

            	
              Relationship
                Between Parties.

            


    

    


    
      	
               

            	
              (1)

            	
              Nonreliance.  (i)
                It is not relying on any statement or representation of the other
                party
                (whether written or oral) regarding any Transaction hereunder, other
                than
                the representations expressly made in this Agreement or the Confirmation
                in respect of that Transaction, (ii) it has consulted with its own
                legal,
                regulatory, tax, business, investment, financial and accounting advisors
                to the extent it has deemed necessary, and it has made its own investment,
                hedging and trading decisions based upon its own judgment and upon
                any
                advice from such advisors as it has deemed necessary and not upon
                any view
                expressed by the other party, (iii) it is not relying on any communication
                (written or oral) of the other party as investment advice or as a
                recommendation to enter into this Transaction; it being understood
                that
                information and explanations related to the terms and conditions
                of this
                Transaction shall not be considered investment advice or a recommendation
                to enter into this Transaction, and (iv) it has not received from
                the
                other party any assurance or guaranty as to the expected results
                of this
                Transaction.

            


    

     

    
      	
               

            	
              (2)

            	
              Evaluation
                and Understanding.  (i) It has the capacity to evaluate
                (internally or through independent professional advice) each Transaction
                and has made its own decision to enter into the Transaction and (ii)
                it
                understands the terms, conditions and risks of the Transaction and
                is
                willing and able to accept those terms and conditions and to assume
                those
                risks, financially and otherwise. 

            


    

    


    
      	
               

            	
              (3)

            	
              Purpose.  It
                is entering into the Transaction for the purposes of managing its
                borrowings or investments, hedging its underlying assets or liabilities
                or
                in connection with a line of
                business.

            


    

    


    
      	
               

            	
              (4)

            	
              Status
                of Parties.  The other party is not acting as an agent,
                fiduciary or advisor for it in respect of the
                Transaction.

            


    

    


    
      	
               

            	
              (5)

            	
              Eligible
                Contract Participant.  It is an “eligible swap participant” as
                such term is defined in, Section 35.1(b)(2) of the regulations (17
                C.F.R.
                35) promulgated under, and an “eligible contract participant” as defined
                in Section 1(a)(12) of the Commodity Exchange Act, as
                amended.”

            


    

    


    
      	
               

            	
              (v)

            	
              Transfer
                to Avoid Termination Event.  Section 6(b)(ii) is hereby
                amended (i) by deleting in the first paragraph the words “or if a Tax
                Event Upon Merger occurs and the Burdened Party is the Affected Party,”
                and in the third paragraph  the words “, which consent will not
                be withheld if such other party’s policies in effect at such time would
                permit it to enter into transactions with the transferee on the terms
                proposed”, (ii) by deleting the words “to transfer” and inserting the
                words “to effect a Permitted Transfer” in lieu thereof, and (iii) adding
                at the end of the third paragraph “; provided that the other party’s
                consent shall not be required if such transfer is a Permitted
                Transfer.”

            


    

    


    
      	
               

            	
              (vi)

            	
              Jurisdiction.
                Section 13(b) is hereby amended by: (i) deleting in the
                second
                line of subparagraph (i) thereof the word “non-”, (ii) deleting “; and”
                from the end of subparagraph (i) and inserting “.” in lieu thereof, and
                (iii) deleting the final paragraph
                thereof.

            


    

    


    
      	
               

            	
              (vii)

            	
              Local
                Business Day.  The definition of Local Business Day in
                Section 14 is hereby amended by the addition of the words “or any Credit
                Support Document” after “Section 2(a)(i)” and the addition of the words
                “or Credit Support Document” after
                “Confirmation”.

            


    

    


    
      	
              (c)

            	
              Additional
                Termination Events.  The following Additional
                Termination Events will apply:

            


    

    


    
      	
               
                (i)  

            	
              Failure
                to Post Collateral.If Party A has failed to comply with or
                perform any obligation to be complied with or performed by Party
                A in
                accordance with the Credit Support Annex and such failure has not
                given
                rise to an Event of Default under Section 5(a)(i) or Section 5(a)(iii),
                then an Additional Termination Event shall have occurred with respect
                to
                Party A and Party A shall be the sole Affected Party with respect
                to such
                Additional Termination Event.

            


    

    


    
      	
               
                (ii)  

            	
              Second
                Rating Trigger Replacement.  The occurrence of any
                event described in this Part 5(c)(ii) shall constitute an Additional
                Termination Event with respect to Party A and Party A shall be the
                sole
                Affected Party with respect to such Additional Termination
                Event.

            


    

    


    
      	
               

            	
              (A)

            	
              A
                Moody’s Second Trigger Downgrade Event has occurred and is continuing and
                at least 30 Local Business Days have elapsed since such Moody’s Second
                Trigger Downgrade Event first occurred, and at least one Eligible
                Replacement has made a Firm Offer that would, assuming the occurrence
                of
                an Early Termination Date, qualify as a Market Quotation (on the
                basis
                that Part 1(f)(i)(A) applies) and which remains capable of becoming
                legally binding upon acceptance.

            


    

    


    
      	
               

            	
              (B)

            	
              An
                S&P Required Ratings Downgrade Event has occurred and is continuing
                and at least 60 calendar days have elapsed since such S&P Required
                Ratings Downgrade Event first
                occurred.

            


    

    


    
      	
               

            	
              (iii)

            	
              Amendment
                of the Pooling and Servicing Agreement. If, without the prior
                written consent of Party A, where such consent is required under
                the Pooling and Servicing Agreement (such consent not to be unreasonably
                withheld, conditioned or delayed), an amendment or modification is
                made to
                the Pooling and Servicing Agreement which amendment or modification
                could
                reasonably be expected to have a material adverse effect on the rights
                and
                interests of Party A under the Credit Support Annex, an
                Additional Termination Event shall have occurred with respect to
                Party B,
                Party B shall be the sole Affected Party and all Transactions hereunder
                shall be Affected Transactions.

            


    

    


    
      	
               

            	
              (iv)

            	
              Failure
                to Comply with Regulation AB Requirements.  If, upon the
                occurrence of a Swap Disclosure Event (as defined in Part 5(e) below)
                Party A has not complied with any of the provisions set forth in
                Part
                5(e)(iii) below within the time period specified therein, then an
                Additional Termination Event shall have occurred with respect to
                Party A
                and Party A shall be the sole Affected Party with respect to such
                Additional Termination Event.

            


    

    


    
      	
               

            	
              (v)

            	
              [Reserved.]

            


    

    


    
      	
               

            	
              (vi)

            	
              Optional
                Termination of Securitization.  An Additional
                Termination Event shall occur upon the earlier of (i) the occurrence
                of an
                Optional Termination in accordance with Article X of the Pooling
                and
                Servicing Agreement or (ii) notice to Certificateholders of such
                Optional
                Termination becoming unrescindable, in accordance with Article X
                of the
                Pooling and Servicing Agreement. Party B shall be the sole Affected
                Party
                with respect to such Additional Termination Event; provided, however,
                that
                notwithstanding anything to the contrary in Section 6(b)(iv), only
                Party B
                may designate an Early Termination Date as a result of this Additional
                Termination Event.  For purposes of determining the payment
                under Section 6(e) in respect of an Early Termination Date designated
                as a
                result of this Additional Termination Event, for all Calculation
                Periods
                beginning on or after the Early Termination Date, the definition
                of
                Notional Amount in the Confirmation shall be deleted in its entirety
                and
                replaced with the following: “With respect to each Calculation Period, the
                Scheduled Amount for such Calculation Period as set forth in the
                Schedule
                of Scheduled Amounts attached hereto multiplied by the quotient of
                (A) the
                Notional Amount for the Calculation Period immediately prior to the
                Early
                Termination Date divided by (B) the Scheduled Amount for the Calculation
                Period immediately prior to the Early Termination Date as set forth
                in the
                Schedule of Scheduled Amounts attached
                hereto.

            


    

    


    
      	
              (d)

            	
              Required
                Ratings Downgrade Event.  If a Required Ratings
                Downgrade Event has occurred and is continuing, then Party A shall,
                at its
                own expense, use commercially reasonable efforts to, as soon as reasonably
                practicable, either (A) effect a Permitted Transfer or (B) procure
                an
                Eligible Guarantee by a guarantor with credit ratings at least equal
                to
                [the S&P Required Ratings Threshold and the Moody’s Second Trigger
                Threshold.

            


    

    


    
      	
              (e)

            	
              Compliance
                with Regulation AB.

            


    

    


    
      	
              (i)

            	
              Party
                A  agrees and acknowledges that Financial Asset Securities Corp.
                (the “Depositor”) is required under Regulation AB under the Securities Act
                of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934,
                as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain
                financial information regarding Party A or its group of affiliated
                entities, if applicable, depending on the aggregate “significance
                percentage” of this Agreement and any other derivative contracts between
                Party A or its group of affiliated entities, if applicable, and Party
                B,
                as calculated from time to time in accordance with Item 1115 of Regulation
                AB.

            


    

     

    
      	
              (ii)

            	
              It
                shall be a swap disclosure event (“Swap Disclosure Event”) if, on any
                Business Day after the date hereof, Depositor requests from Party
                A the
                applicable financial information described in Item 1115 of Regulation
                AB
                (such request to be based on a reasonable determination by Depositor,
                in
                good faith, that such information is required under Regulation AB
                with
                respect to this Transaction) (the “Swap Financial
                Disclosure”).

            


    

     

    
      	
              (iii)

            	
              Upon
                the occurrence of a Swap Disclosure Event, Party A, at its own expense,
                shall either (1)(a) (i) provide to Depositor the current Swap Financial
                Disclosure in an EDGAR-compatible format (for example, such information
                may be provided in Microsoft Word® or Microsoft Excel® format but not in
                .pdf format) or (ii) provide written consent to Depositor to incorporation
                by reference of such current Swap Financial Disclosure that are filed
                with
                the Securities and Exchange Commission in the reports of the Trust
                filed
                pursuant to the Exchange Act, (b) if applicable, cause its outside
                accounting firm to provide its consent to filing or incorporation
                by
                reference of such accounting firm’s report relating to their audits of
                such current Swap Financial Disclosure in the Exchange Act Reports
                of
                Depositor, and (c) provide to Depositor any updated Swap Financial
                Disclosure with respect to Party A within five days of the release
                of any
                such updated Swap Financial Disclosure (but in no event more than
                45 days
                after the end of each of Party A’s fiscal quarter for any quarterly
                update); (2) secure another entity to replace Party A as party to
                this
                Agreement on terms substantially similar to this Agreement and which
                entity is able to comply with the requirements of Item 1115 of Regulation
                AB and rule 3-10(b) of Regulation S-X, or (3) obtain a guaranty of
                Party
                A’s obligations under this Agreement from an affiliate of Party A that
                is
                able to comply with the financial information disclosure requirements
                of
                Item 1115 of Regulation AB and rule 3-10(b) of Regulation S-X, and
                cause
                such affiliate to provide Swap Financial Disclosure and any future
                Swap
                Financial Disclosure, such that disclosure provided in respect of
                such
                affiliate will satisfy any disclosure requirements applicable to
                the Swap
                Provider.

            


    

     

    
      	
              (iv)

            	
              (a)
                Party A hereby agrees to indemnify and hold harmless Depositor, the
                respective present and former directors, officers, employees and
                agents of
                each of the foregoing and each person, if any, who controls Depositor
                within the meaning of Section 15 of the Act, or Section 20 of the
                Exchange
                Act, from and against any and all losses, claims, liabilities, damages,
                penalties, fines, forfeitures, legal fees and expenses and related
                costs,
                judgments, and any other costs, fees and expenses that any of them
                may
                sustain as and when such losses, claims, liabilities, damages, penalties,
                fines forfeitures, legal fees or expenses or related costs, judgments,
                or
                any other costs, fees or expenses are incurred, insofar as such losses,
                claims, liabilities, damages, penalties, fines forfeitures, legal
                fees or
                expenses or related costs, judgments, or any other costs, fees or
                expenses
                (or actions in respect thereof) arise out of or are based upon any
                untrue
                statement or alleged untrue statement of any material fact contained
                in
                the Swap Financial Disclosure, or arise out of, or are based upon,
                the
                omission or alleged omission to state in the Swap Financial Disclosure
                any
                material fact required to be stated therein or necessary to make
                the
                statements in the Swap Financial Disclosure, as applicable, in light
                of
                the circumstances under which they were made, not misleading, and
                Party A
                shall reimburse Depositor, the present and former respective officers,
                directors, employees and agents of each of the foregoing and any
                such
                controlling person for any legal or other expenses reasonably incurred
                by
                it or any of them in connection with investigating or defending any
                such
                losses, claims, liabilities, damages, penalties, fines, forfeitures,
                legal
                fees or expenses or related costs, judgments, or any other costs,
                fees or
                expenses, as and when incurred.

            


    

     

    (b)
      If
      (i) Party A fails to provide the Swap Financial Disclosure or any required
      auditor’s consents to Depositor pursuant to Section 16(iii) hereof (a “Swap
      Financial Disclosure Failure”), (ii) as a result of such Swap Financial
      Disclosure Failure an Early Termination Date is designated hereunder by Party
      B
      and (iii) such Swap Financial Disclosure Failure results in a failure by
      Depositor to file a report required by the Exchange Act, Party A hereby agrees
      to reimburse Depositor, the present and former respective officers, directors,
      employees and agents of each of the foregoing and any such controlling person
      for any legal or other expenses reasonably incurred by it or any of them in
      connection with the investigation or defense of any inquiry or investigation by
      the Securities and Exchange Commission resulting from such Swap Financial
      Disclosure Failure; provided that in no event shall Party A be required to
      indemnify Depositor, the present and former respective officers, directors,
      employees and agent of each of the foregoing and any such controlling person
      for
      any lost profit or damages with respect to this Transaction or any other
      transaction (whether such lost profit or damages is characterized as indirect,
      punitive, consequential, special damages or otherwise), even if at the time
      of
      such failure Party A is aware of the possibility of such lost profit or
      damages.

     

    
      	
              (v)

            	
              Depositor
                shall be an express third party beneficiary of this Agreement as
                if a
                party hereto to the extent of the Depositor’s rights explicitly specified
                in this Part 5(e).

            


    

     

    
      	
              (f)

            	
              Transfers.

            


    

     

    (i)           Section
      7 is hereby amended to read in its entirety as follows:

     

    “Neither
      this Agreement nor any interest or obligation in or under this Agreement may
      be
      transferred (whether by way of security or otherwise) by either party unless
      (a)
      the prior written consent of the other party is obtained and (b) prior written
      notice has been provided to S&P and Moody’s, except that:

     

    
      	
               

            	
              (a)

            	
              Party
                A may make a Permitted Transfer (1) pursuant to Section 6(b)(ii)
                (as
                amended herein) or Part 5(e), (2) pursuant to a consolidation or
                amalgamation with, or merger with or into, or transfer of all or
                substantially all its assets to, another entity (but without prejudice
                to
                any other right or remedy under this Agreement), or (3) at any time
                at
                which no Relevant Entity has credit ratings at least equal to the
                Approved
                Ratings Threshold;

            


    

     

    
      	
               

            	
              (b)

            	
              Party
                B may transfer its rights and obligations hereunder in connection
                with a
                transfer pursuant to Section 8.09 (merger or consolidation of Trustee)
                of
                the Pooling and Servicing Agreement;
                and

            


    

     

    
      	
               

            	
              (c)

            	
              a
                party may make such a transfer of all or any part of its interest
                in any
                amount payable to it from a Defaulting Party under Section
                6(e).

            


    

     

    Any
      purported transfer that is not in compliance with this Section will be
      void.

     

    
      	
               

            	
              (ii)

            	
              If
                an Eligible Replacement has made a Firm Offer (which remains an offer
                that
                will become legally binding upon acceptance by Party B) to be the
                transferee pursuant to a Permitted Transfer, Party B shall, at Party
                A’s
                written request and at Party A’s expense, take any reasonable steps
                required to be taken by Party B to effect such
                transfer.

            


    

     

    
      	
              (g)

            	
              Limited
                Recourse;Non-Recourse.  Party A
                acknowledges and agrees that, notwithstanding any provision in this
                Agreement to the contrary, the obligations of Party B hereunder are
                limited recourse obligations of Party B, payable solely from the
                Trust and
                the proceeds thereof and that Party A will not have any recourse
                to any of
                the directors, officers, agents, employees, shareholders or affiliates
                of
                Party B with respect to any claims, losses, damages, liabilities,
                indemnities or other obligations in connection with any transactions
                contemplated hereby. In the event that the Trust and the proceeds
                thereof, should be insufficient to satisfy all claims outstanding
                and
                following the realization of the account held by the Trust and the
                proceeds thereof, any claims against or obligations of Party B under
                this
                Agreement or any other confirmation thereunder still outstanding
                shall be
                extinguished and thereafter not revive.  This provision will
                survive the termination of this
                Agreement.

            


    

    


    
      	
              (h)

            	
              [Reserved.]

            


    

    


    
      	
              (i)

            	
              Rating
                Agency Notifications.  Notwithstanding any other
                provision of this Agreement, no Early Termination Date shall be
                effectively designated hereunder by Party B and no transfer of any
                rights
                or obligations under this Agreement shall be made by either party
                unless
                each Rating
                Agency has been provided prior written notice of such designation
                or
                transfer.

            


    

    


    
      	
              (j)

            	
              No
                Set-off.  Except as expressly provided for in Section
                2(c), Section 6 or Part 1(f)(i)(D) hereof, and notwithstanding any
                other
                provision of this Agreement or any other existing or future agreement,
                each party irrevocably waives any and all rights it may have to set
                off,
                net, recoup or otherwise withhold or suspend or condition payment
                or
                performance of any obligation between it and the other party hereunder
                against any obligation between it and the other party under any other
                agreements.  Section 6(e) shall be amended by deleting the
                following sentence: “The amount, if any, payable in respect of an Early
                Termination Date and determined pursuant to this Section will be
                subject
                to any Set-off.”

            


    

     

    
      	
              (k)

            	
              Amendment.  Notwithstanding
                any provision to the contrary in this Agreement, no amendment of
                either
                this Agreement or any Transaction under this Agreement shall be permitted
                by either party unless each of the Rating Agencies has been provided
                prior
                written notice of the same.

            


    

    


    
      	
              (l)

            	
              Notice
                of Certain Events or Circumstances.  Each Party agrees,
                upon learning of the occurrence or existence of any event or condition
                that constitutes (or that with the giving of notice or passage of
                time or
                both would constitute) an Event of Default or Termination Event with
                respect to such party, promptly to give the other Party and to each
                Rating
                Agency notice of such event or condition; provided that failure to
                provide
                notice of such event or condition pursuant to this Part 5(l) shall
                not
                constitute an Event of Default or a Termination
                Event.

            


    

     

    
      	
              (m)

            	
              Proceedings.  No
                Relevant Entity shall institute against, or cause any other person
                to
                institute against, or join any other person in instituting against
                Party B
                or the Trust formed pursuant to the Pooling and Servicing Agreement,
                in
                any bankruptcy, reorganization, arrangement, insolvency or liquidation
                proceedings or other proceedings under any federal or state bankruptcy
                or
                similar law for a period of one year (or, if longer, the applicable
                preference period) and one day following payment in full of the
                Certificates and any Notes.  This provision will survive the
                termination of this Agreement.

            


    

    


    
      	
              (n)

            	
              Trustee
                Liability Limitations.  It is expressly understood and
                agreed by the parties hereto that (a) this Agreement is executed
                by Wells
                Fargo Bank, N.A. not in its individual capacity, but solely as Trustee
                under the Pooling and Servicing Agreement in the exercise of the
                powers
                and authority conferred and invested in it thereunder; (b) Trustee
                has
                been directed pursuant to the Pooling and Servicing Agreement to
                enter
                into this Agreement and to perform its obligations hereunder; (c)
                each of
                the representations, undertakings and agreements herein made on behalf
                of
                the Trust is made and intended not as personal representations of
                Trustee
                but is made and intended for the purpose of binding only the Trust;
                and
                (d) under no circumstances shall Wells Fargo Bank,
                N.A. in its individual capacity be personally liable for any payments
                hereunder or for the breach or failure of any obligation, representation,
                warranty or covenant made or undertaken under this
                Agreement.

            


    

    


    
      	
              (o)

            	
              Severability.  If
                any term, provision, covenant, or condition of this Agreement, or
                the
                application thereof to any party or circumstance, shall be held to
                be
                invalid or unenforceable (in whole or in part) in any respect, the
                remaining terms, provisions, covenants, and conditions hereof shall
                continue in full force and effect as if this Agreement had been executed
                with the invalid or unenforceable portion eliminated, so long as
                this
                Agreement as so modified continues to express, without material change,
                the original intentions of the parties as to the subject matter of
                this
                Agreement and the deletion of such portion of this Agreement will
                not
                substantially impair the respective benefits or expectations of the
                parties; provided, however, that this severability provision shall
                not be
                applicable if any provision of Section 2, 5, 6, or 13 (or any definition
                or provision in Section 14 to the extent it relates to, or is used
                in or
                in connection with any such Section) shall be so held to be invalid
                or
                unenforceable.

            


    

    


    The
      parties shall endeavor to engage in good faith negotiations to replace any
      invalid or unenforceable term, provision, covenant or condition with a valid
      or
      enforceable term, provision, covenant or condition, the economic effect of
      which
      comes as close as possible to that of the invalid or unenforceable term,
      provision, covenant or condition.

    


    
      	
              (p)

            	
              Agent
                for Party B.  Party A acknowledges that the Depositor
                has appointed Trustee as agent under the Pooling and Servicing Agreement
                to carry out certain functions on behalf of Party B, and that Trustee
                shall be entitled to give notices and to perform and satisfy the
                obligations of Party B hereunder on behalf of Party
                B.

            


    

     

    
      	
              (q)

            	
              [Reserved.]

            


    

     

    
      	
               (r)

            	
              Consent
                to Recording.  Each party hereto consents to the
                monitoring or recording, at any time and from time to time, by the
                other
                party of any and all communications between trading, marketing, and
                operations personnel of the parties and their Affiliates, waives
                any
                further notice of such monitoring or recording, and agrees to notify
                such
                personnel of such monitoring or
                recording.

            


    

     

    
      	
              (s)

            	
              Waiver
                of Jury Trial.  Each party waives any right it may have
                to a trial by jury in respect of any suit, action or proceeding relating
                to this Agreement or any Credit Support
                Document.

            


    

    


    
      	
              (t)

            	
              Form
                of ISDA Master Agreement.  Party A and Party B hereby
                agree that the text of the body of the ISDA Master Agreement is intended
                to be the printed form of the ISDA Master Agreement (Multicurrency
–
                Crossborder) as published and copyrighted in 1992 by the International
                Swaps and Derivatives Association,
                Inc.

            


    

    


    
      	
              (u)

            	
              [Reserved.]

            


    

    


    
      	
              (v)

            	
              Capacity.  Party
                A represents to Party B on the date on which Party A enters into
                this
                Agreement that it is entering into the Agreement and the Transaction
                as
                principal and not as agent of any person.  The
                Trustee represents to Party A on the date on which Party B enters
                into this Agreement that the
                Trustee
                is executing the Agreement not in its individual capacity, but solely
                as
                Trustee
                on behalf of the Trust.

            


    

    


    
      	
              (w)

            	
              [Reserved.]

            


    

     

    
      	
              (x)

            	
              Limitation
                on Events of Default.  Notwithstanding the provisions
                of Sections 5 and 6, with respect to any Transaction, if at any time
                and
                so long as Party B has satisfied in full all its payment obligations
                under
                Section 2(a)(i) in respect of the Transaction with the reference
                number
                FXNEC10025 (each, a “Cap Transaction”) and has at the time no future
                payment obligations, whether absolute or contingent, under such Section
                in
                respect of such Cap Transaction, then unless Party A is required
                pursuant
                to appropriate proceedings to return to Party B or otherwise returns
                to
                Party B upon demand of Party B any portion of any such payment in
                respect
                of such Cap Transaction, (a) the occurrence of an event described
                in
                Section 5(a) with respect to Party B shall not constitute an Event
                of
                Default or Potential Event of Default with respect to Party B as
                Defaulting Party in respect of such Cap Transaction and (b) Party
                A shall
                be entitled to designate an Early Termination Date pursuant to Section
                6
                in respect of such Cap Transaction only as a result of the occurrence
                of a
                Termination Event set forth in either Section 5(b)(i) or 5(b)(ii)
                with
                respect to Party A as the Affected Party, or Section 5(b)(iii) with
                respect to Party A as the Burdened Party.  Party A acknowledges
                and agrees that Party B’s only payment obligation under Section 2(a)(i) in
                respect of the Cap Transaction is to pay the related Fixed Amount
                on the
                related Fixed Amount Payer Payment
                Date.

            


    

     

    
      	
              (y)

            	
              [Reserved.]

            


    

     

     (z)           Additional
      Definitions.

     

    As
      used
      in this Agreement, the following terms shall have the meanings set forth below,
      unless the context clearly requires otherwise:

     

    “Approved
      Ratings Threshold” means each of the S&P Approved Ratings
      Threshold and the Moody’s First Trigger Ratings Threshold.

    


    “Approved
      Replacement” means, with respect to a Market Quotation, an entity
      making such Market Quotation, which entity would satisfy conditions (a), (b),
      (c) and (d) of the definition of Permitted Transfer (as determined by Party
      B in
      its sole discretion, acting in a commercially reasonable manner) if such entity
      were a Transferee, as defined in the definition of Permitted
      Transfer.

    


    “Derivative
      Provider Trigger Event” means (i) an Event of Default with respect
      to which Party A is a Defaulting Party, (ii) a Termination Event with respect
      to
      which Party A is the sole Affected Party or (iii) an Additional Termination
      Event with respect to which Party A is the sole Affected Party.

    


    “Eligible
      Guarantee” means an unconditional and irrevocable guarantee of all
      present and future payment obligations and obligations to post collateral of
      Party A under this Agreement (or, solely for purposes of the definition of
      Eligible Replacement, all present and future payment obligations and obligations
      to post collateral of such Eligible Replacement under this Agreement or its
      replacement, as applicable) which is provided by a guarantor as principal debtor
      rather than surety and which is directly enforceable by Party B, the form and
      substance of which guarantee are provided in advance to S&P and
      Moody’s.

    


    “Eligible
      Replacement” means an entity (A) that lawfully could
      perform the obligations owing to Party B under this Agreement (or its
      replacement, as applicable), and (B) (I) (x) which has credit ratings from
      S&P at least equal to the S&P Required Ratings Threshold or (y) all
      present and future obligations of which entity owing to Party B under this
      Agreement (or its replacement, as applicable) are guaranteed pursuant to an
      Eligible Guarantee provided by a guarantor with credit ratings from S&P at
      least equal to the S&P Required Ratings Threshold, in either case if S&P
      is a Rating Agency, (II) (x) which has credit ratings from Moody’s at least
      equal to the Moody’s Second Trigger Ratings Threshold or (y) all present and
      future obligations of which entity owing to Party B under this Agreement (or
      its
      replacement, as applicable) are guaranteed pursuant to an Eligible Guarantee
      provided by a guarantor with credit ratings from Moody’s at least equal to the
      Moody’s Second Trigger Ratings Threshold, in either case if Moody’s is a Rating
      Agency.

    


    “Financial
      Institution” means a bank, broker/dealer, insurance company,
      structured investment company or derivative product company.

    


    “Firm
      Offer” means a quotation from an Eligible Replacement (i) in an
      amount equal to the actual amount payable by or to Party B in consideration
      of
      an agreement between Party B and such Eligible Replacement to replace Party
      A as
      the counterparty to this Agreement by way of novation or, if such novation
      is
      not possible, an agreement between Party B and such Eligible Replacement to
      enter into a Replacement Transaction (assuming that all Transactions hereunder
      become Terminated Transactions), and (ii) that constitutes an offer by such
      Eligible Replacement to replace Party A as the counterparty to this Agreement
      or
      enter a Replacement Transaction that will become legally binding upon such
      Eligible Replacement upon acceptance by Party B.

    


    “Moody’s”
      means Moody’s Investors Service,
      Inc., or any successor thereto.

    


    “Moody’s
      First Trigger Ratings Threshold” means, with respect to Party A,
      the guarantor under an Eligible Guarantee, or an Eligible Replacement, (i)
      if
      such entity has a short-term unsecured and unsubordinated debt rating from
      Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
      rating from Moody’s of “A2” and a short-term unsecured and unsubordinated debt
      rating from Moody’s of “Prime-1”, or (ii) if such entity does not have a
      short-term unsecured and unsubordinated debt rating or counterparty rating
      from
      Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
      rating from Moody’s of “A1”.

    


    “Moody’s
      Second Trigger Downgrade
      Event”means
      that
no Relevant Entity has credit ratings from Moody’s at least equal to the
      Moody’s Second Trigger Ratings Threshold.

    


    “Moody’s
      Second Trigger Ratings Threshold” means,
      with respect to Party A, the guarantor under an Eligible Guarantee, or an
      Eligible Replacement, (i) if such entity has a short-term unsecured and
      unsubordinated debt rating from Moody’s, a long-term unsecured and
      unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
      short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
      or (ii) if such entity does not have a short-term unsecured and unsubordinated
      debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
      or counterparty rating from Moody’s of “A3”.

    


     “Permitted
      Transfer” means a transfer by novation by Party A, in the
      circumstances specified in this Agreement (including agreements incorporated
      by
      reference herein) as a Permitted Transfer, to a transferee (the
“Transferee”) of Party A’s rights, liabilities, duties and
      obligations under this Agreement, with respect to which transfer each of the
      following conditions is satisfied: (a) the Transferee is an Eligible
      Replacement; (b) Party A and the Transferee are both “dealers in notional
      principal contracts” within the meaning of Treasury regulations section 1.1001-4
      (in each case as certified by such entity);(c) as of the date of such transfer
      the Transferee would not be required to withhold or deduct on account of Tax
      from any payments under this Agreement or would be required to gross up for
      such
      Tax under Section 2(d)(i)(4); (d) an Event of Default or Termination Event
      would
      not occur as a result of such transfer; (e) the Transferee contracts with Party
      B pursuant to a written instrument (the “Transfer Agreement”)
      (A) (i) on terms which are
      effective to transfer to the Transferee all, but not less than all, of Party
      A’s
      rights, liabilities, duties and obligations under the Agreement and all relevant
      Transactions, which terms are identical to the terms of this Agreement, other
      than party names, dates relevant to the effective date of such transfer, tax
      representations (provided that the representations in Part 2(a)(i) are not
      modified) and any other representations regarding the status of the substitute
      counterparty of the type included in Part 5(b)(iv), Part 5(v)(i)(2) or Part
      5(v)(ii), notice information and account details, and (ii) each Rating Agency
      has been given prior written notice of such transfer,
      or (B) (i) on terms that (x) have the effect of preserving for Party B the
      economic equivalent of all payment and delivery obligations (whether absolute
      or
      contingent and assuming the satisfaction of each applicable condition precedent)
      under this Agreement immediately before such transfer and (y) are, in all
      material respects, no less beneficial for Party B than the terms of this
      Agreement immediately before such transfer, as determined by Party B, and (ii)
      Moody’s and S&P have been given prior written notice of such transfer; (f)
      Party A will be responsible for any costs or expenses incurred in connection
      with such transfer (including any replacement cost of entering into a
      replacement transaction); and (g) such transfer otherwise complies with the
      terms of the Pooling and Servicing Agreement.

    


     “Rating
      Agencies” mean, with respect to any date of determination, each of
      S&P and Moody’s, to the extent that each such rating agency is then
      providing a rating for any of the Soundview Home Loan Trust 2007-OPT5,
      Asset-Backed Certificates, Series 2007-OPT5 (the “Certificates”) or any notes
      backed by any of the certificates (the “Notes”).

    


    “Relevant
      Entities” mean Party A and, to the extent applicable, a guarantor
      under an Eligible Guarantee.

    


    “Replacement
      Transaction” means, with respect to any Terminated Transaction or
      group of Terminated Transactions, a transaction or group of transactions that
      (A) has terms which would be effective to transfer to a transferee all, but
      not
      less than all, of Party A’s rights, liabilities, duties and obligations under
      this Agreement and all relevant Transactions, which terms are identical to
      the
      terms of this Agreement, other than party names, dates relevant to the effective
      date of such transfer, tax representations (provided that the representations
      in
      Part 2(a)(i) are not modified) and any other representations regarding the
      status of the substitute counterparty of the type included in Part 5(b)(iv),
      Part 5(v)(i)(2) or Part 5(v)(ii), notice information and account details, save
      for the exclusion of provisions relating to Transactions that are not Terminated
      Transactions, or (B) (x) would have the effect of preserving for Party B the
      economic equivalent of any payment or delivery (whether the underlying
      obligation was absolute or contingent and assuming the satisfaction of each
      applicable condition precedent) under this Agreement in respect of such
      Terminated Transaction or group of Terminated Transactions that would, but
      for
      the occurrence of the relevant Early Termination Date, have been required after
      that date, and (y) has terms which are, in all material respects, no less
      beneficial for Party B than those of this Agreement (save for the exclusion
      of
      provisions relating to Transactions that are not Terminated Transactions),
      as
      determined by Party B.

    


    “Required
      Ratings Downgrade Event” means that no Relevant Entity has credit
      ratings at least equal to the Required Ratings Threshold. For purposes of
      determining whether a Required Ratings Downgrade Event has occurred, each
      Relevant Entity shall provide its credit ratings to Party B in writing, upon
      request of Party B.

    


    “Required
      Ratings Threshold” means each of the S&P Required Ratings
      Threshold and the Moody’s Second Trigger Ratings Threshold.

    


    “S&P”
      means Standard & Poor’s Rating Services, a division
      of
      The McGraw-Hill Companies, Inc., or any successor thereto.

    


    “S&P
      Approved Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, a short-term
      unsecured and unsubordinated debt rating of “A-1” from S&P, or, if such
      entity does not have a short-term unsecured and unsubordinated debt rating
      from
      S&P, a long-term unsecured and unsubordinated debt rating or counterparty
      rating of “A+” from S&P.

    


    “S&P
      Required Ratings Downgrade Event” means that
      no Relevant Entity has credit ratings from S&P at least equal to the S&P
      Required Ratings Threshold.

    


    “S&P
      Required Ratings Threshold”
      means, with
      respect to Party A, the guarantor under an Eligible Guarantee, or an Eligible
      Replacement, (I) if such entity is a Financial Institution, a short-term
      unsecured and unsubordinated debt rating of “A-2” from S&P, or, if such
      entity does not have a short-term unsecured and unsubordinated debt
      rating
      from S&P, a long-term unsecured and unsubordinated debt rating or
      counterparty rating of “BBB+” from S&P, or (II) if such entity is not a
      Financial Institution, a short-term unsecured and unsubordinated debt rating
      of
“A-1” from S&P, or, if such entity does not have a short-term unsecured and
      unsubordinated debt rating from S&P, a long-term unsecured and
      unsubordinated debt rating or counterparty rating of “A+” from
      S&P.

    


     

    


     

     [Remainder
      of this page intentionally left blank.]

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Item
      5.       Account Details and Settlement
      Information:

     

    Payments
      to Party A:

    


    Citibank,
      N.A., New York

    ABA
      Number: 021-0000-89, for the account of Bear, Stearns Securities
      Corp.

    Account
      Number: 0925-3186, for further credit to Bear Stearns Financial Products
      Inc.

    Sub-account  Number:
      102-04654-1-3

    Attention:
      Derivatives Department

    


    Payments
      to Party B:

    


    Wells
      Fargo Bank, N.A.

    ABA
      Number 121000248

    Account
      Number 3970771416

    Account
      Name: SAS Clearing

    FFC
      to:
      53184807

    Attention:
      Client Manager Soundview 2007-OPT5

    


    


    


    NEITHER
      THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR
      STEARNS COMPANIES INC. OTHER THAN PARTY A IS AN OBLIGOR OR A CREDIT SUPPORT
      PROVIDER ON THIS AGREEMENT.

    


    This
      Agreement may be executed in several counterparts, each of which shall be deemed
      an original but all of which together shall constitute one and the same
      instrument.

    


    Party
      B
      hereby agrees to check this Confirmation and to confirm that the foregoing
      correctly sets forth the terms of the Transaction by signing in the space
      provided below and returning to Party A a facsimile of the fully-executed
      Confirmation to 212-272-9857. For inquiries regarding U.S. Transactions, please
      contact Derivatives Documentation by telephone at 212-272-2711.  For
      all other inquiries please contact Derivatives Documentation by telephone at
      353-1-402-6233. Originals will be provided for your execution upon your
      request.

    We
      are
      very pleased to have executed this Transaction with you and we look forward
      to
      completing other transactions with you in the near future.

    


    Very
      truly yours,

    


    Bear
      Stearns Financial Products Inc.

    
 

    
      	
              By:

            	 
	
              Name:

            	 
	
              Title:

            	 


    

    


    


     

    
 

    Party
      B,
      acting through its duly authorized signatory, hereby agrees to, accepts and
      confirms the terms of the foregoing as of the date hereof.

    


    WELLS
      FARGO BANK, N.A., NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS TRUSTEE WITH
      RESPECT TO THE SOUNDVIEW HOME LOAN TRUST 2007-OPT5, ASSET-BACKED CERTIFICATES,
      SERIES 2007-OPT5

    


    
      


      
        	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

      



    

     

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    SCHEDULE
      I

    (all
      such
      dates subject to adjustment in accordance with the Business Day
      Convention)

     

     

    
      
        	
                From
                  and including

                 

              	
                To
                  but excluding

                 

              	
                Notional
                  Amount

                (USD)

              	
                Cap
                  Rate

                (%)

              
	
                Effective
                  Date

              	
                12/25/07

              	
                945,683,802.00

              	
                8.616440

              
	
                12/25/07

              	
                01/25/08

              	
                939,985,098.00

              	
                8.338630

              
	
                01/25/08

              	
                02/25/08

              	
                933,103,372.00

              	
                8.338740

              
	
                02/25/08

              	
                03/25/08

              	
                925,045,207.00

              	
                8.913920

              
	
                03/25/08

              	
                04/25/08

              	
                915,821,364.00

              	
                8.338890

              
	
                04/25/08

              	
                05/25/08

              	
                905,446,821.00

              	
                8.616890

              
	
                05/25/08

              	
                06/25/08

              	
                893,942,204.00

              	
                8.338940

              
	
                06/25/08

              	
                Termination
                  Date

              	
                881,333,374.00

              	
                8.616890

              


      

    

    


     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    Annex
      A

    


    Paragraph
      13 of the Credit Support Annex

    


    


    


    


     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ANNEX
      A

    


    


    ISDA®

    CREDIT
      SUPPORT ANNEX

    to
      the
      Schedule to the

    ISDA
      Master Agreement

    dated
      as
      of October 30, 2007 between

    Bear
      Stearns Financial Products Inc. (hereinafter referred to as “Party
      A” or “Pledgor”)

    and

    Wells
      Fargo Bank, N.A., not in its
      individual capacity but solely as Trustee with respect to the Soundview Home
      Loan Trust 2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5
(hereinafter referred to as “Party B” or
“Secured Party”)

    


    For
      the
      avoidance of doubt, and notwithstanding anything to the contrary that may be
      contained in the Agreement, this Credit Support Annex shall relate solely to
      the
      Transaction documented in the Confirmation dated October 30, 2007, between
      Party
      A and Party B, Reference Number FXNEC10025.

    


     

    Paragraph
      13.  Elections and Variables.

     

    
      	
              (a)  

            	
              Security
                Interest for “Obligations”.  The term
                “Obligations” as used in this
                Annex includes the following additional
                obligations:

            


    

     

    With
      respect to Party A: not applicable.

     

    With
      respect to Party B: not applicable.

     

    
      	
              (b)  

            	
              Credit
                Support Obligations.

            


    

     

    
      	
              (i)  

            	
              Delivery
                Amount, Return Amount and Credit Support
                Amount.

            


    

     

    
      	
              (A)  

            	
              “Delivery
                Amount” has the meaning specified in
                Paragraph 3(a), except that:

            


    

     

    
      	
               

            	
              (I)

            	
              the
                words “upon a demand made by the Secured Party on or promptly following
                a
                Valuation Date” shall be deleted and replaced with the words “not later
                than the close of business on each Valuation
                Date”,

            


    

     

    
      	
               

            	
              (II)

            	
              the
                sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                “(ii) the Value as of that Valuation Date of all Posted Credit Support
                held by the Secured Party.” shall be deleted in its entirety and replaced
                with the following:

            


    

     

    “The
      “Delivery Amount” applicable to the
      Pledgor for any Valuation Date will equal the greater of

     

    
      	
               

            	
              (1)

            	
              the
                amount by which (a) the S&P Credit Support Amount for such Valuation
                Date exceeds (b) the S&P Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party,
                and

            


    

     

    
      	
               

            	
              (2)

            	
              the
                amount by which (a) the Moody’s Credit Support Amount for such Valuation
                Date exceeds (b) the Moody’s Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party.”,
                and

            


    

     

    
      	
               

            	
              (III)

            	
              if,
                on any Valuation Date, the Delivery Amount equals or exceeds the
                Pledgor’s
                Minimum Transfer Amount, the Pledgor will Transfer to the Secured
                Party
                sufficient Eligible Credit Support to ensure that, immediately following
                such transfer, the Delivery Amount shall be
                zero.

            


    

     

    
      	
              (B)  

            	
              “Return
                Amount” has the meaning specified in Paragraph 3(b), except
                that:

            


    

     

    
      	
               

            	
              (I)

            	
              the
                sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                “(ii) the Credit Support Amount.” shall be deleted in its entirety and
                replaced with the following:

            


    

     

    “The
      “Return Amount” applicable to the Secured Party for
      any Valuation Date will equal the lesser of

     

    
      	
               

            	
              (1)

            	
              the
                amount by which (a) the S&P Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party exceeds (b) the S&P
                Credit Support Amount for such Valuation Date,
                and

            


    

     

    
      	
               

            	
              (2)

            	
              the
                amount by which (a) the Moody’s Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party exceeds (b) the Moody’s
                Credit Support Amount for such Valuation Date.”,
                and

            


    

     

    
      	
               

            	
               (II)

            	
              in
                no event shall the Secured Party be required to Transfer any Posted
                Credit
                Support under Paragraph 3(b) if, immediately following such transfer,
                the
                Delivery Amount would be greater than
                zero.

            


    

     

    
      	
              (C)  

            	
              The
                definition of“Credit Support Amount” shall be
                deleted.

            


    

     

    
      	
              (ii)  

            	
              Eligible
                Collateral.

            


    

     

    The
      items
      set forth on the schedule of Eligible Collateral attached as Schedule A hereto
      will qualify as “Eligible Collateral” (for the
      avoidance of doubt, all Eligible Collateral to be denominated in
      USD).

     

    
      	
              (iii)  

            	
              Other
                Eligible Support.

            


    

     

    The
      following items will qualify as “Other Eligible
      Support” for the party specified:

     

    Not
      applicable.

    


    
      	
              (iv)  

            	
              Threshold.

            


    

     

    
      	
              (A)  

            	
              “Independent
                Amount” means zero with respect to Party A and Party
                B.

            


    

     

    
      	
              (B)  

            	
              “Moody’s
                Threshold” means, with respect to Party A and any Valuation
                Date, if a Moody’s First Trigger Downgrade Event has occurred and is
                continuing and such Moody’s First Trigger Downgrade Event has been
                continuing (i) for at least 30 Local Business Days or (ii) since
                this
                Annex was executed, zero; otherwise,
                infinity.

            


    

     

    “S&P
      Threshold” means, with respect to Party A and any Valuation Date,
      if  an S&P Approved Ratings Downgrade Event has occurred and is
      continuing and such S&P Approved Ratings Downgrade Event has been continuing
      (i) for at least 10 Local Business Days or (ii) since this Annex was executed,
      zero; otherwise, infinity.

     

    
      	 	
              “Threshold”
                means, with respect to Party B and any Valuation Date,
                infinity.

            


    

     

    
      	
              (C)  

            	
              “Minimum
                Transfer Amount” means USD 100,000 with respect to Party A
                and Party B; provided, however, that if the aggregate Certificate
                Principal Balance of any Certificates and the aggregate principal
                balance
                of any Notes rated by S&P is at the time of any transfer less than USD
                50,000,000, the “Minimum Transfer Amount” shall
                be USD 50,000.

            


    

     

    
      	
              (D)  

            	
              Rounding:
                The Delivery Amount will be rounded up to the nearest integral multiple
                of
                USD 10,000. The Return Amount will be rounded down to the nearest
                integral
                multiple of USD 10,000.

            


    

     

    
      	
              (c)  

            	
              Valuation
                and Timing.

            


    

     

    
      	
              (i)  

            	
              “Valuation
                Agent” means Party A.

            


    

     

    
      	
              (ii)  

            	
              “Valuation
                Date” means each Local Business Day on which any of the
                S&P Threshold or the Moody’s Threshold is
                zero.

            


    

     

    
      	
              (iii)  

            	
              “Valuation
                Time” means the close of business in the city of the
                Valuation Agent on the Local Business Day immediately preceding the
                Valuation Date or date of calculation, as applicable; provided
                that the calculations of Value and Exposure will be made as of
                approximately the same time on the same date.  The Valuation
                Agent will notify each party (or the other party, if the Valuation
                Agent
                is a party) of its calculations not later than the Notification Time
                on
                the applicable Valuation Date (or in the case of Paragraph 6(d),
                the Local
                Business Day following the day on which such relevant calculations
                are
                performed).”

            


    

     

    
      	
              (iv)  

            	
              “Notification
                Time” means 11:00 a.m., New York time, on a Local Business
                Day.

            


    

     

    
      	
              (d)  

            	
              Conditions
                Precedent and Secured Party’s Rights and
                Remedies.  The following Termination Events will
                be a “Specified Condition” for the party
                specified (that party being the Affected Party if the Termination
                Event
                occurs with respect to that party):  With respect to Party A and
                Party B: None.

            


    

     

    
      	
              (e)  

            	
              Substitution.

            


    

     

    
      	
              (i)  

            	
              “Substitution
                Date” has the meaning specified in Paragraph
                4(d)(ii).

            


    

     

    
      	
              (ii)  

            	
              Consent.  If
                specified here as applicable, then the Pledgor must obtain the Secured
                Party’s consent for any substitution pursuant to Paragraph
                4(d):  Inapplicable.

            


    

     

    
      	
              (f)  

            	
              Dispute
                Resolution.

            


    

     

    
      	
              (i)  

            	
              “Resolution
                Time” means 1:00 p.m. New York time on the Local Business
                Day following the date on which the notice of the dispute is given
                under
                Paragraph 5.

            


    

     

    
      	
              (ii)  

            	
              Value.  Notwithstanding
                anything to the contrary in Paragraph 12, for the purpose of Paragraphs
                5(i)(C) and 5(ii), the S&P Value and Moody’s Value, on any date, of
                Eligible Collateral other than Cash will be calculated as
                follows:

            


    

     

    For
      Eligible Collateral other than Cash in the form of securities listed in Schedule
      A: the sum of (A) the product of (1)(x) the bid-side quotation at the Valuation
      Time for such securities on the principal national securities exchange on which
      such securities are listed, or (y) if such securities are not listed on a
      national securities exchange, the arithmetic mean of the bid-side quotations
      for
      such securities quoted at the Valuation Time by any three principal market
      makers for such securities selected by the Valuation Agent, provided that if
      only two bid-side quotations are obtained, then the arithmetic mean of such
      two
      bid-side quotations will be used, and if only one bid-side quotation is
      obtained, such quotation shall be used, or (z) if no such bid price is listed
      or
      quoted for such date, the bid price listed or quoted (as the case may be) at
      the
      Valuation Time for the day next preceding such date on which such prices were
      available and (2) the applicable Valuation Percentage for such Eligible
      Collateral, and (B) the accrued interest on such securities (except to the
      extent Transferred to the Pledgor pursuant to Paragraph 6(d)(ii) or included
      in
      the applicable price referred to in the immediately preceding clause (A)) as
      of
      such date.

     

    For
      Cash,
      the amount thereof multiplied, in the case of the S&P Value, by the
      applicable S&P Valuation Percentage.

     

    
      	
              (iii)  

            	
              Alternative.  The
                provisions of Paragraph 5 will
                apply.

            


    

     

    
      	
              (g)  

            	
              Holding
                and Using Posted
                Collateral.

            


    

     

    
      	
              (i)  

            	
              Eligibility
                to Hold Posted Collateral; Custodians. Party B (or its
                Custodian) will be entitled to hold Posted Collateral pursuant to
                Paragraph 6(b), provided that the following conditions applicable
                to it
                are satisfied:

            


    

     

    
      	
               

            	
              (1)

            	
              it
                is not a Defaulting Party.

            


    

     

    
      	
               

            	
              (2)

            	
              Posted
                Collateral consisting of Cash or certificated securities that cannot
                be
                paid or delivered by book-entry may be held only in any state of
                the
                United States which has adopted the Uniform Commercial Code,
                and

            


    

     

    
      	
               

            	
              (3)

            	
              in
                the case of any Custodian for Party B, such Custodian (or, to the
                extent
                applicable, its parent company or credit support provider) shall
                then have
                credit ratings from S&P at least equal to the Custodian Required
                Rating Threshold. If at any time the Custodian does not have credit
                ratings from S&P at least equal to the Custodian Required Rating
                Threshold, the Trustee must within 60 days obtain a replacement Custodian
                with credit ratings from S&P at least equal to the Custodian Required
                Rating Threshold.

            


    

     

    Initially,
      the Custodian for Party B is: the Trustee

     

    
      	
              (ii)  

            	
              Amendment
                of Paragraph 6(c:)Use of Posted
                Collateral. Paragraph 6(c) shall be deleted in its
                entirety and replaced with the
                following:

            


    

     

    “Without
      limiting the rights and obligaitons of the parties under Paragraphs 3, 4(d)(ii),
      5, 6(b)(i), 6(d)8, and any other provision of this Agreement the Secured Party
      will not be permitted to sell, pledge, rehypothecate, assign, invest (other
      than
      in accordance with Paragraph 13(h)(i), lend or otherwise dispose of, or
      otherwise use in its business (other than uses incidental to its holding of
      Posted Collateral hereunder) any Posted Collateral it holds; provided that
      (1)
      if Pledgor delivers Posted Collateral in book-entry form, Secured Party will
      have the right to register any Posted Collateral in the name of the Secured
      Party, its Custodian or a nominee for either and (2) the Secured Party shall
      have no obligations under this paragraph in relation to Posted Collateral which
      it has liquidated or Set-off in accordance with Paragraph 8(a).”

     

    
      	
              (h)  

            	
              Distributions
                and Interest Amount.

            


    

     

    
      	
              (i)  

            	
              Interest
                Rate.  The “Interest
                Rate” will be the actual interest rate earned on Posted
                Collateral in the form of Cash that is held by Party B or its Custodian.
                Posted Collateral in the form of Cash shall be invested in such overnight
                (or redeemable within two Local Business Days of demand) Permitted
                Investments rated at least (x) AAAm or AAAm-G by S&P and (y) Prime-1
                by Moody’s or Aaa by Moody’s, as directed by Party A.  Gains and
                losses incurred in respect of any investment of Posted Collateral
                in the
                form of Cash in Permitted Investments as directed by Party A shall
                be for
                the account of Party A.

            


    

     

    
      	
              (ii)  

            	
              Amendment
                of Paragraph 6(d)(i) – Distributions.  Paragraph
                6(d)(i) shall be deleted in its entirety and replaced with the
                following:

            


    

     

    “Distributions.  Subject
      to Paragraph 4(a), if Party B receives Distributions on a Local Business Day,
      it
      will Transfer to Party A not later than the following Local Business Day any
      Distributions it receives to the extent that a Delivery Amount would not be
      created or increased by that Transfer, as calculated by the Valuation Agent
      (and
      the date of calculation will be deemed to be a Valuation Date for this purpose).
      ”

     

    
      	
              (iii)  

            	
              Amendment
                of Paragraph 6(d)(ii) – Interest Amount.  Clause
                (d)(ii) of Paragraph 6 shall be amended and restated to read in its
                entirety as follows:

            


    

     

    
      	
               

            	
              “(ii)
                Interest Amount.  In lieu of any interest,
                dividends or other amounts paid with respect to Posted Collateral
                in the
                form of Cash (all of which may be retained by the Secured Party),
                the
                Secured Party will Transfer to the Pledgor on the 20th day of each
                calendar month (or if such day is not a Local Business Day, the next
                Local
                Business Day) the Interest Amount.  Any Interest Amount or
                portion thereof actually received by Party B, but not Transferred
                pursuant
                to this Paragraph will constitute Posted Collateral in the form of
                Cash
                and will be subject to the security interest granted under Paragraph
                2.  For purposes of calculating the Interest Amount the amount
                of interest calculated for each day of the interest period shall
                be
                compounded monthly.”  Secured Party shall not be obligated to
                transfer any Interest Amount unless and until it has received such
                amount.

            


    

     

    
      	
              (i)  

            	
              Additional
                Representation(s).  There are no additional
                representations by either party.

            


    

     

    
      	
              (j)  

            	
              Other
                Eligible Support and Other Posted
                Support.

            


    

     

    
      	
              (i)  

            	
              “Value”
                with respect to Other Eligible Support and Other Posted Support means:
                not
                applicable.

            


    

     

    
      	
              (ii)  

            	
              “Transfer”
                with respect to Other Eligible Support and Other Posted Support means:
                not
                applicable.

            


    

     

    
      	
              (k)  

            	
              Demands
                and Notices.All demands, specifications and notices under
                this Annex will be made pursuant to the Notices Section of this Agreement,
                except that any demand, specification or notice shall be given to
                or made
                at the following addresses, or at such other address as the relevant
                party
                may from time to time designate by giving notice (in accordance with
                the
                terms of this paragraph) to the other
                party:

            


    

     

    If
      to
      Party A, at the address specified pursuant to the Notices Section of this
      Agreement.

     

    If
      to
      Party B, at the address specified pursuant to the Notices Section of this
      Agreement.

     

    If
      to
      Party B’s Custodian:  at the address designated in writing from time
      to time.

     

    
      	
              (l)  

            	
              Address
                for Transfers.  Each Transfer hereunder shall be
                made to the address specified below or to an address specified in
                writing
                from time to time by the party to which such Transfer will be
                made.

            


    

     

    Party
      A
      account details for holding collateral:

     

    Citibank,
      N.A., New York

    ABA
      Number: 021-0000-89, for the account of Bear, Stearns Securities
      Corp.

    Account
      Number: 0925-3186, for further credit to Bear Stearns Financial Products
      Inc.

    Sub-account
      Number: 102-04654-1-3

    Attention:
      Derivatives Department

    


    Party
      B’s
      Custodian account details for holding collateral:

     

    Wells
      Fargo Bank, N.A.

    ABA
      Number 121000248

    Account
      Number 3970771416

    Account
      Name: SAS Clearing

    FFC
      to:
      53184804

    Attention:
      Client Manager Soundview 2007-OPT5

    


    
      	
              (m)  

            	
              Other
                Provisions.

            


    

     

    
      	
              (i)  

            	
              Posted
                Collateral Account.  Party B shall open and
                maintain a segregated account, and hold, record and identify all
                Posted
                Collateral in such segregated
                account.

            


    

     

    
      	
              (ii)  

            	
              Agreement
                as to Single Secured Party and Single Pledgor. Party A and
                Party B hereby agree that, notwithstanding anything to the contrary
                in
                this Annex, (a) the term “Secured Party” as used in this Annex means only
                Party B, (b) the term “Pledgor” as used in this Annex means only Party A,
                (c) only Party A makes the pledge and grant in Paragraph 2, the
                acknowledgement in the final sentence of Paragraph 8(a) and the
                representations in Paragraph 9.

            


    

     

    
      	
              (iii)  

            	
              Calculation
                of Value.  Paragraph 4(c) is hereby amended by
                deleting the word “Value” and inserting in lieu thereof “S&P Value,
                Moody’s Value”.  Paragraph 4(d)(ii) is hereby amended by (A)
                deleting the words “a Value” and inserting in lieu thereof “an S&P
                Value, Moody’s Value” and (B) deleting the words “the Value” and inserting
                in lieu thereof “S&P Value, Moody’s Value”.  Paragraph 5
                (flush language) is hereby amended by deleting the word “Value” and
                inserting in lieu thereof “S&P Value, Moody’s
                Value”.  Paragraph 5(i) (flush language) is hereby amended by
                deleting the word “Value” and inserting in lieu thereof “S&P Value,
                Moody’s Value”.  Paragraph 5(i)(C) is hereby amended by deleting
                the word “the Value, if” and inserting in lieu thereof “any one or more of
                the S&P Value, Moody’s Value, as may be”.  Paragraph 5(ii)
                is hereby amended by (1) deleting the first instance of the words
“the
                Value” and inserting in lieu thereof “any one or more of the S&P
                Value, Moody’s Value” and (2) deleting the second instance of the words
                “the Value” and inserting in lieu thereof “such disputed S&P Value,
                Moody’s Value”.  Each of Paragraph 8(b)(iv)(B) and Paragraph
                11(a) is hereby amended by deleting the word “Value” and inserting in lieu
                thereof “least of the S&P Value, Moody’s
                Value”.

            


    

     

    
      	
              (iv)  

            	
              Form
                of Annex. Party A and Party B hereby
                agree that the text of Paragraphs 1 through 12, inclusive, of this
                Annex
                is intended to be the printed form of ISDA Credit Support Annex (Bilateral
                Form - ISDA Agreements Subject to New York Law Only version) as published
                and copyrighted in 1994 by the International Swaps and Derivatives
                Association, Inc.

            


    

     

    
      	
              (v)  

            	
              Events
                of Default.  Clause (iii) of Paragraph 7 shall not
                apply to Party B.

            


    

     

    
      	
              (vi)  

            	
              Expenses.  Notwithstanding
                anything to the contrary in Paragraph 10, the Pledgor will be responsible
                for, and will reimburse the Secured Party for, all transfer and other
                taxes and other costs involved in maintenance and any Transfer of
                Eligible
                Collateral.

            


    

     

    
      	
              (vii)  

            	
              Withholding.  Paragraph
                6(d)(ii) is hereby amended by inserting immediately after “the Interest
                Amount” in the fourth line thereof  the words “less any
                applicable withholding taxes.”

            


    

     

     (ix)  Additional
      Definitions.  As used in this Annex:

     

    “Custodian
      Required Rating Threshold” means, with respect to an entity, a
      short-term unsecured and unsubordinated debt rating from S&P of “A-1,” or,
      if such entity does not have a short-term unsecured and unsubordinated debt
      rating from S&P, a long-term unsecured and unsubordinated debt rating or
      counterparty rating from S&P of “A+”.

     

    “DV01”
      means, with respect to a Transaction and any date of determination, the
      estimated change in the Secured Party’s Transaction Exposure with respect to
      such Transaction that would result from a one basis point change in the relevant
      swap curve on such date, as determined by the Valuation Agent in good faith
      and
      in a commercially reasonable manner in accordance with the relevant methodology
      customarily used by the Valuation Agent.  The Valuation Agent shall,
      upon request of Party B, provide to Party B a statement showing in reasonable
      detail such calculation.

     

    “Exposure”
      has the meaning specified in Paragraph 12, except that  (1) after the word
“Agreement” the words “(assuming, for this purpose only, that Part 1(f)(i)(A-E)
      of the Schedule is deleted)” shall be inserted and (2) at the end of the
      definition of Exposure, the words "without assuming that the terms of such
      Replacement Transactions are materially less beneficial for Party B than the
      terms of this Agreement" shall be added.

     

    “Local
      Business Day” means, for purposes of this Annex: any day on which
      (A) commercial banks are open for business (including dealings in foreign
      exchange and foreign currency deposits) in New York and the location of Party
      A,
      Party B and any Custodian, and (B) in relation to a Transfer of Eligible
      Collateral, any day on which the clearance system agreed between the parties
      for
      the delivery of Eligible Collateral is open for acceptance and execution of
      settlement instructions (or in the case of a Transfer of Cash or other Eligible
      Collateral for which delivery is contemplated by other means a day on which
      commercial banks are open for business (including dealings in foreign exchange
      and foreign deposits) in New York and the location of Party A, Party B and
      any
      Custodian.

     

    “Moody’s
      Credit Support Amount” means, for any
      Valuation Date:

     

    
      	
               

            	
              (A)

            	
              if
                the Moody’s Threshold for such Valuation Date is zero and (i) it is not
                the case that a Moody’s Second Trigger Downgrade Event has occurred and is
                continuing or (ii) a Moody’s Second Trigger Downgrade Event has occurred
                and is continuing and less than 30 Local Business Days have elapsed
                since
                such Moody’s Second Trigger Downgrade Event first occurred, an amount
                equal to the greater of (x) zero and (y) the sum of the Secured Party’s
                Exposure and the aggregate of Moody’s First Trigger Additional Amounts for
                all Transactions and such Valuation
                Date;

            


    

     

    
      	
               

            	
              (B)

            	
              if
                the Moody’s Threshold for such Valuation Date is zero and if a Moody’s
                Second Trigger Downgrade Event has occurred and is continuing and
                at least
                30 Local Business Days have elapsed since such Moody’s Second Trigger
                Downgrade Event first occurred, an amount equal to  the greatest
                of (x) zero, (y) the aggregate amount of the Next Payments for all
                Next
                Payment Dates, and (z) the sum of the Secured Party’s Exposure and the
                aggregate of Moody’s Second Trigger Additional Amounts for all
                Transactions and such Valuation Date;
                or

            


    

     

    
      	
               

            	
              (C)

            	
              if
                the Moody’s Threshold for such Valuation Date is infinity,
                zero.

            


    

     

    “Moody’s
      First Trigger Additional Amount” means, for any
      Valuation Date and any Transaction, the lesser of (x) the product of the Moody’s
      First Trigger DV01 Multiplier and DV01 for such Transaction and such Valuation
      Date and (y) the product of (i) the Moody’s First Trigger Notional Amount
      Multiplier, (ii) the Scale Factor, if any, for such Transaction, or, if no
      Scale
      Factor is applicable for such Transaction, one and (iii) the Notional Amount
      for
      such Transaction for the Calculation Period for such Transaction (each as
      defined in the related Confirmation) which includes such Valuation
      Date.

     

    “Moody’s
      First Trigger Downgrade Event” means that no Relevant Entity has
      credit ratings from Moody’s at least equal to the Moody’s First Trigger Ratings
      Threshold.

     

    “Moody’s
      First Trigger DV01 Multiplier” means 15.

     

    “Moody’s
      First Trigger Notional Amount Multiplier” means 2%.

     

    “Moody’s
      First Trigger Value” means, on any date and with respect to any
      Eligible Collateral other than Cash, the bid price obtained by the Valuation
      Agent multiplied by the Moody’s First Trigger Valuation Percentage for such
      Eligible Collateral set forth in Schedule A.

     

    “Moody’s
      Second Trigger Additional Amount” means, for any Valuation Date
      and any Transaction,

     

    
      	
               

            	
              (A)

            	
              if
                such Transaction is not a Transaction-Specific Hedge, the lesser
                of (i)
                the product of the Moody’s Second Trigger DV01 Multiplier and DV01 for
                such Transaction and such Valuation Date and (ii) the product of
                (1) the
                Moody’s Second Trigger Notional Amount Multiplier, (2) the Scale Factor,
                if any, for such Transaction, or, if no Scale Factor is specified
                in such
                Transaction, one and (3) the Notional Amount for such Transaction
                for the
                Calculation Period for such Transaction (each as defined in the related
                Confirmation) which includes such Valuation Date;
                or

            


    

     

    
      	
               

            	
              (B)

            	
              if
                such Transaction is a Transaction-Specific Hedge, the lesser of (i)
                the
                product of the Moody’s Second Trigger Transaction-Specific Hedge DV01
                Multiplier and DV01 for such Transaction and such Valuation Date
                and (ii)
                the product of (x) the Moody’s Second Trigger Transaction-Specific Hedge
                Notional Amount Multiplier, (y) the Scale Factor, if any, for such
                Transaction, or, if no Scale Factor is applicable for such Transaction,
                one, and (z) the Notional Amount for such Transaction for the Calculation
                Period for such Transaction (each as defined in the related Confirmation)
                which includes such Valuation Date.

            


    

     

    “Moody’s
      Second Trigger DV01 Multiplier” means 50.

     

    “Moody’s
      Second Trigger Notional Amount Multiplier” means 8%.

     

    “Moody’s
      Second Trigger Transaction-Specific Hedge DV01 Multiplier” means
      65.

     

    “Moody’s
      Second Trigger Transaction-Specific Hedge Notional Amount
      Multiplier” means 10%.

     

    “Moody’s
      Valuation Percentage” means, with respect to a Valuation Date and
      each item of Eligible Collateral,

     

    
      	
               

            	
              (A)

            	
              if
                the Moody’s Threshold for such Valuation Date is zero and (i) it is not
                the case that a Moody’s Second Trigger Downgrade Event has occurred and is
                continuing or (ii) a Moody’s Second Trigger Downgrade Event has occurred
                and is continuing and less than 30 Local Business Days have elapsed
                since
                such Moody’s Second Trigger Downgrade Event first occurred, the
                corresponding percentage for such Eligible Collateral in the column
                headed
                “Moody’s First Trigger Valuation Percentage”,
                or

            


    

     

    
      	
               

            	
              (B)

            	
              if
                a Moody’s Second Trigger Downgrade Event has occurred and is continuing
                and at least 30 Local Business Days have elapsed since such Moody’s Second
                Trigger Downgrade Event first occurred, the corresponding percentage
                for
                such Eligible Collateral in the column headed “Moody’s Second Trigger
                Valuation Percentage.

            


    

     

    “Moody’s
      Value” means, on any date and with respect to any Eligible
      Collateral the product of (x) the bid price obtained by the Valuation Agent
      and
      (y) the applicable Moody’s Valuation Percentage for such Eligible Collateral set
      forth in Schedule A.

     

    “Next
      Payment” means, in respect of each Next Payment Date, the greater
      of (i) the aggregate amount of any payments due to be made by Party A under
      Section 2(a) on such Next Payment Date less the aggregate amount of any payments
      due to be made by Party B under Section 2(a) on such Next Payment Date (any
      such
      payments determined based on rates prevailing the date of determination) and
      (ii) zero.

     

    “Next
      Payment Date” means each date on which the next scheduled payment
      under any Transaction is due to be paid.

     

     “Replacement
      Transaction” for the purposes of this
      Annex, means, with respect to any Terminated Transaction or group
      of Terminated Transactions, a transaction or group of transactions that would
      have the effect of preserving for the Secured Party the economic equivalent
      of
      any payment or delivery (whether the underlying obligation was absolute or
      contingent and assuming the satisfaction of each applicable condition precedent)
      by the parties under Section 2(a)(i) in respect of such Terminated Transaction
      or group of Terminated Transactions that would, but for the occurrence of the
      relevant Early Termination Date, have been required after that date, without
      assuming that the terms of such transaction or group of transactions are
      materially less beneficial for Party B than the terms of the Terminated
      Transaction or group of Terminated Transactions.

     

    “S&P
      Approved Ratings Downgrade Event” means that no Relevant Entity
      has credit ratings from S&P at least equal to the S&P Approved Ratings
      Threshold.

     

    “S&P
      Credit Support Amount” means, for any Valuation Date:

     

    
      	
               

            	
              (A)

            	
              if
                the S&P Threshold for such Valuation Date is zero and it is not the
                case that an S&P Required Ratings Downgrade Event has occurred and
                been continuing for at least 10 Local Business Days, an amount equal
                to
                the greater of (x) zero and (y) than Secured Party’s Exposure on such
                Valuation Date;

            


    

     

    
      	
               

            	
              (B)

            	
              if
                the S&P Threshold for such Valuation Date is zero and it is the case
                that an S&P Required Ratings Downgrade Event has occurred and been
                continuing for at least 10 Local Business Days, an amount equal to
                the
                greater of (x) zero and (y) 125% of the Secured Party’s Exposure on such
                Valuation Date; or

            


    

     

    
      	
               

            	
               (C)

            	
              if
                the S&P Threshold for such Valuation Date is infinity,
                zero.

            


    

     

     “S&P
      Valuation Percentage” means, with respect to a Valuation Date and
      each item of Eligible Collateral,

     

    
      	
               

            	
              (A)

            	
              if
                the S&P Threshold for such Valuation Date is zero and it is not the
                case that an S&P Required Ratings Downgrade Event has occurred and
                been continuing for at least 10 Local Business Days, the corresponding
                percentage for such Eligible Collateral in the column headed “S&P
                Approved Ratings Valuation Percentage;”
or

            


    

     

    
      	
               

            	
              (B)

            	
              if
                an S&P Required Ratings Downgrade Event has occurred and been
                continuing for at least 10 Local Business Days, the corresponding
                percentage for such Eligible Collateral in the column headed “S&P
                Required Ratings Valuation
                Percentage”.

            


    

     

    “S&P
      Value” means, on any date and with respect to any Eligible
      Collateral, (A) in the case of Eligible Collateral other than Cash, the product
      of (x) the bid price obtained by the Valuation Agent for such Eligible
      Collateral and (y) the applicable S&P Valuation Percentage for such Eligible
      Collateral set forth in Schedule A and (B) in the case of Cash, the amount
      thereof multiplied by the applicable S&P Valuation Percentage.

     

    “Transaction
      Exposure” means, for any Transaction, Exposure determined as if
      such Transaction were the only Transaction between the Secured Party and the
      Pledgor.

     

    “Transaction-Specific
      Hedge” means any Transaction that is (i) an interest rate swap in
      respect of which (x) the notional amount of the interest rate swap is “balance
      guaranteed” or (y) the notional amount of the interest rate swap for any
      Calculation Period (as defined in the related Confirmation) otherwise is not
      a
      specific dollar amount that is fixed at the inception of the Transaction, (ii)
      an interest rate cap, (iii) an interest rate floor or (iv) an interest rate
      swaption.

     

    “Valuation
      Percentage” shall mean, for purposes of determining the S&P
      Value or Moody’s Value with respect to any Eligible Collateral or Posted
      Collateral, the applicable S&P Valuation Percentage or Moody’s Valuation
      Percentage for such Eligible Collateral or Posted Collateral, respectively,
      in
      each case as set forth in Schedule A.

     

    “Value”
      shall mean, in respect of any date, the related S&P Value and the related
      Moody’s Value.

     

    


     

    [Remainder
      of this page intentionally left blank]

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the parties have
      executed this Annex by their duly authorized representatives as of the date
      of
      the Agreement.

     

     

     

     

     

    
      
        	
                Bear
                  Stearns Financial Products Inc.

              	 	
                Wells
                  Fargo Bank, N.A., not in its individual capacity but solely as
                  Trustee
                  with respect to the Soundview Home Loan Trust 2007-OPT5, Asset-Backed
                  Certificates, Series 2007-OPT5 

              
	 	 	 	 	 
	 	 	 	 	 
	
                By:

              	 	 	
                By:

              	 
	
                Name:

              	 	 	
                Name:

              	 
	
                Title:

              	 	 	
                Title:

              	 
	
                Date:

              	 	 	
                Date:

              	 


      

    

     

     

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    


     

    


     

    SCHEDULE
      A

    Eligible
      Collateral

     

     

    
      	
               

              ISDA
                Collateral Asset Definition (ICAD) Code

            	
              Remaining
                Maturity in Years

            	
              S&P

              Valuation
                Approved Ratings

              Percentage

            	
              S&P
                Required Ratings Valuation Percentage

            	
              Moody’s

              First
                Trigger Valuation Percentage

            	
              Moody’s

              Second
                Trigger

              Valuation

              Percentage

            
	
              (A)  US-CASH

            	
              N/A

            	
              100%

            	
              80%

            	
              100%

            	
              100%

            
	
              (B)  US-TBILL

                     US-TNOTE

                     US-TBOND

            	 	 	 	 	 
	 	
              1
                or less

            	
              98.9%

            	
              79.1%

            	
              100%

            	
              100%

            
	 	
              More
                than 1 but not more than 2

            	
              98%

            	
              78.4%

            	
              100%

            	
              99%

            
	 	
              More
                than 2 but not more than 3

            	
              98%

            	
              78.4%

            	
              100%

            	
              98%

            
	 	
              More
                than 3 but not more than 5

            	
              98%

            	
              78.4%

            	
              100%

            	
              97%

            
	 	
              More
                than 5 but not more than 7

            	
              93.7%

            	
              75%

            	
              100%

            	
              96%

            
	 	
              More
                than 7 but not more than 10

            	
              92.6%

            	
              74.1%

            	
              100%

            	
              94%

            
	 	
              More
                than 10 but not more than 20

            	
              91.1%

            	
              72.9%

            	
              100%

            	
              90%

            
	 	
              More
                than 20

            	
              88.6%

            	
              70.9%

            	
              100%

            	
              88%

            
	
              (C)  US-GNMA

                     US-FNMA

                     US-FHLMC

            	 	 	 	 	 
	 	
              1
                or less

            	
              98.5%

            	
              78.8%

            	
              100%

            	
              99%

            
	 	
              More
                than 1 but not more than 2

            	
              98%

            	
              78.4%

            	
              100%

            	
              99%

            
	 	
              More
                than 2 but not more than 3

            	
              98%

            	
              78.4%

            	
              100%

            	
              98%

            
	 	
              More
                than 3 but not more than 5

            	
              98%

            	
              78.4%

            	
              100%

            	
              96%

            
	 	
              More
                than 5 but not more than 7

            	
              92.6%

            	
              74.1%

            	
              100%

            	
              93%

            
	 	
              More
                than 7 but not more than 10

            	
              92.6%

            	
              74.1%

            	
              100%

            	
              93%

            
	 	
              More
                than 10 but not more than 20

            	
              87.7%

            	
              70.2%

            	
              100%

            	
              89%

            
	 	
              More
                than 20

            	
              84.4%

            	
              67.5%

            	
              100%

            	
              87%

            


    

    


    The
      ISDA Collateral Asset Definition (ICAD) Codes used in this Schedule A are taken
      from the Collateral Asset Definitions (First Edition – June 2003) as published
      and copyrighted in 2003 by the International Swaps and Derivatives Association,
      Inc.

    


     

    
    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      Q

    


    FORM
      OF
      INTEREST RATE SWAP AGREEMENT

     

     

    
      


       

    

    BEAR
      STEARNS FINANCIAL PRODUCTS INC.

    383
      MADISON AVENUE

    NEW
      YORK,
      NEW YORK 10179

    212-272-4009

    


    


    


    
      	
              DATE:

            	
              October
                30, 2007

            
	 	 
	
              TO:

            	
              Wells
                Fargo Bank, N.A., not in its individual capacity but solely as
                Supplemental Interest Trust Trustee on behalf of the Supplemental
                Interest
                Trust with respect to the Soundview Home Loan Trust 2007-OPT5,
                Asset-Backed Certificates, Series 2007-OPT5

            
	
              ATTENTION:

            	
              Client
                Manager Soundview 2007-OPT5

            
	
              FACSIMILE:

            	
              410-715-2380

            
	 	 
	
              TO:

            	
              The
                Royal Bank of Scotland plc, London

            
	
              ATTENTION:

            	
              Melizza
                Stotler

            
	
              FACSIMILE:

            	
              203-618-2580

            
	 	 
	
              FROM:

            	
              Derivatives
                Documentation

            
	
              TELEPHONE:

            	
              212-272-2711

            
	
              FACSIMILE:

            	
              212-272-9857

            
	 	 
	
              RE:

            	
              Novation
                Confirmation

            
	 	 
	
              REFERENCE
                NUMBER(S):

            	
              FXNSC10026-BXNS258953

            


    

    


    The
      purpose of this letter is to confirm the terms and conditions of the Novation
      Transaction entered into between the parties and effective from the Novation
      Date specified below.  This Novation Confirmation constitutes a
“Confirmation” as referred to in the New Agreement specified below.

    


    
      	
              1.

            	
              The
                definitions and provisions contained in the 2004 ISDA Novation Definitions
                (the “Definitions”) and the terms and provisions of the 2006 ISDA
                Definitions, as published by the International Swaps and
                Derivatives Association, Inc. and amended from time to time, are
                incorporated in this Novation Confirmation.  In the event of any
                inconsistency between (i) the Definitions, (ii) the 2006 ISDA Definitions,
                and/or (iii) the Novation Agreement and this Novation Confirmation,
                this
                Novation Confirmation will govern.

            


    

    


    
      	
              2.

            	
              The
                terms of the Novation Transaction to which this Novation Confirmation
                relates are as follows:

            


    

    


    
      	 	
              Novation
                Trade Date:

            	
              October
                30, 2007

            
	 	
              Novation
                Date:

            	
              October
                30, 2007

            
	 	
              Novated
                Amount:

            	
              As
                set forth in the New Confirmation.

            
	 	
              Transferor
                1:

            	
              The
                Royal Bank of Scotland plc

            
	 	
              Transferor
                2:

            	
              Bear
                Stearns Bank plc

            
	 	
              Transferee
                1:

            	
              Wells
                Fargo Bank, N.A., not in its individual capacity but solely as
                Supplemental Interest Trust Trustee on behalf of the Supplemental
                Interest
                Trust with respect to the Soundview Home Loan Trust 2007-OPT5,
                Asset-Backed Certificates, Series 2007-OPT5

            
	 	
              Transferee
                2:

            	
              Bear
                Stearns Financial Products Inc.

            
	 	
              New
                Agreement (between Transferee 1 and

              Transferee
                2):

            	
              The
                Master Agreement as defined in the New
                Confirmation.

            


    

    


    
      	
              3.

            	
              The
                terms of the Old Transaction to which this Novation Confirmation
                relates,
                for identification purposes, are as
                follows:

            


    

    


    
      	 	
              Reference
                Number of Old Transaction:

            	
              BXNS258953

            
	 	
              Trade
                Date of Old Transaction:

            	
              October
                15, 2007

            
	 	
              Effective
                Date of Old Transaction:

            	
              July
                25, 2008

            
	 	
              Termination
                Date of Old Transaction:

            	
              October
                25, 2012

            


    

    


    
      	
              4.

            	
              The
                terms of the New Transaction to which this Novation Confirmation
                relates
                shall be as specified in the New Confirmation attached hereto as
                Exhibit
                A.

            


    

    


    
      	 	
              Full
                First Calculation Period:

            	
              Applicable,
                commencing on July 25, 2008.

            


    

    


    5.      Offices:

    


    
      	 	
              Transferor
                1:

            	
              London

            
	 	
              Transferor
                2:

            	
              Not
                Applicable

            
	 	
              Transferee
                1:

            	
              Not
                Applicable

            
	 	
              Transferee
                2:

            	
              Not
                Applicable

            


    

    


    6.      Agency
      Role of Greenwich Capital Markets, Inc. This Transaction has been entered into
      by Greenwich Capital Markets, Inc., as agent for The Royal Bank of Scotland
      plc.
      Greenwich Capital Markets, Inc. has not guaranteed and is not otherwise
      responsible for the obligations of The Royal Bank of Scotland plc under this
      Transaction.

    


    The
      parties confirm their acceptance to be bound by this Novation Confirmation
      as of
      the Novation Date by executing a copy of this Novation Confirmation and
      returning a facsimile of the fully-executed Novation Confirmation to
212-272-9857.  Transferor 1 and Transferor 2, by
      their respective execution of a copy of this Novation Confirmation, each agrees
      to the terms of the Novation Confirmation as it relates to the Old
      Transaction.  Transferee 1 and Transferee 2, by their respective
      execution of a copy of this Novation Confirmation, each agrees to the terms
      of
      the Novation Confirmation as it relates to the New Transaction.  For
      inquiries regarding U.S. Transaction, please contact Derivatives
      Documentation by telephone at
212-272-2711.  For all other inquiries please contact
Derivatives Documentation by telephone at
353-1-402-6223.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Reference
        Number: FXNSC10026-BXNS258953 – Novation Confirmation

      Wells
        Fargo Bank, N.A., not in its individual capacity but solely as Supplemental
        Interest Trust Trustee on behalf of the Supplemental Interest Trust with
        respect
        to the Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series
        2007-OPT5

      The
        Royal
        Bank of Scotland plc

      October
        30, 2007


    

    
      	
              BEAR
                STEARNS FINANCIAL PRODUCTS INC.

               

               

               

              By:  _____________________________

                      Name:

                      Title:

                      Date:

            	
              WELLS
                FARGO BANK, N.A., NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS
                SUPPLEMENTAL INTEREST TRUST TRUSTEE ON BEHALF OF THE SUPPLEMENTAL
                INTEREST
                TRUST WITH RESPECT TO THE SOUNDVIEW HOME LOAN TRUST 2007-OPT5,
                ASSET-BACKED CERTIFICATES, SERIES 2007-OPT5

               

               

               

              By:  _____________________________

                      Name:

                      Title:

                      Date:

            
	 	 
	
              BEAR
                STEARNS BANK PLC

               

               

               

              By:  _____________________________

                      Name:

                      Title:

                      Date:

            	
              THE
                ROYAL BANK OF SCOTLAND PLC

              By:
                Greenwich Capital Markets, Inc., its agent

               

               

               

              By:  _____________________________

                      Name:

                      Title:

                      Date:

            


    

    


    


    lm

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      


    

    BEAR
      STEARNS FINANCIAL PRODUCTS INC.

      383
      MADISON AVENUE

    NEW
      YORK, NEW YORK 10179

    212-272-4009

    


    Exhibit
      A

    
      	 	 
	
              DATE:

            	
              October
                30, 2007

            
	 	 
	
              TO:

            	
              Wells
                Fargo Bank, N.A., not in its individual capacity but solely as
                Supplemental Interest Trust Trustee on behalf of the Supplemental
                Interest
                Trust with respect to the Soundview Home Loan Trust 2007-OPT5,
                Asset-Backed Certificates, Series 2007-OPT5

            
	
              ATTENTION:

            	
              Client
                Manager Soundview 2007-OPT5

            
	
              TELEPHONE:

            	
              410-884-2000

            
	
              FASCIMILE:

            	
              410-715-2380

            
	 	 
	 	 
	
              FROM:

            	
              Derivatives
                Documentation

            
	
              TELEPHONE:

            	
              212-272-2711

            
	
              FACSIMILE:

            	
              212-272-9857

            
	 	 
	
              SUBJECT:

            	
              Fixed
                Income Derivatives Confirmation and Agreement

            
	 	 
	
              REFERENCE
                NUMBER:

            	
              FXNSC10026

            


    

    


    The
      purpose of this long-form confirmation (“Long-form
      Confirmation”) is to confirm the terms and conditions of the current
      Transaction entered into on the Trade Date specified below (the
“Transaction”) between Bear Stearns Financial Products
      Inc. (“Party A”) and Wells Fargo Bank, N.A., not in its
      individual capacity, but solely as Supplemental Interest Trust Trustee on behalf
      of the Supplemental Interest Trust with respect to the Soundview Home Loan
      Trust
      2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5 (“Party B”)
created under the Pooling and Servicing Agreement, dated
      October 1,
      2007 among Financial Assets Securities Corp as Depositor (the “Depositor”),
      Option One Mortgage Corporation as Servicer (the “Servicer”) and Wells Fargo
      Bank, N.A. as Supplemental Interest Trust Trustee (the
“Trustee”).  This Long-form Confirmation evidences a complete and
      binding agreement between you and us to enter into the Transaction on the terms
      set forth below and replaces any previous agreement between us with respect
      to
      the subject matter hereof.  Item 2 of this Long-form Confirmation
      constitutes a “Confirmation” as referred to in the ISDA Master
      Agreement (defined below); Item 3 of this Long-form Confirmation constitutes
      a
“Schedule” as referred to in the ISDA Master Agreement; and
      Annex A hereto constitutes Paragraph 13 of a Credit Support Annex to the
      Schedule.

    


    
      	
              Item
                1.

            	
              The
                Confirmation set forth at Item 2 hereof shall supplement, form a
                part of,
                and be subject to an agreement in the form of the ISDA Master Agreement
                (Multicurrency - Cross Border) as published and copyrighted in 1992
                by the
                International Swaps and Derivatives Association, Inc. (the “ISDA
                Master Agreement”), as if Party A and Party B had executed an
                agreement in such form on the date hereof, with a Schedule as set
                forth in
                Item 3 of this Long-form Confirmation, and an ISDA Credit Support
                Annex
                (Bilateral Form - ISDA Agreements Subject to New York Law Only version)
                as
                published and copyrighted in 1994 by the International Swaps and
                Derivatives Association, Inc., with Paragraph 13 thereof as set forth
                in
                Annex A hereto (the “Credit Support Annex”). For the
                avoidance of doubt, the Transaction described herein shall be the
                sole
                Transaction governed by such ISDA Master
                Agreement.

            


    

    


    
      	
              Item
                2.

            	
              The
                terms of the particular Transaction to which this Confirmation relates
                are
                as follows:

            


    

    


    
      	 	
              Type
                of Transaction:

            	
              Interest
                Rate Swap

            
	 	 	 
	 	
              Notional
                Amount:

            	
              With
                respect to any Calculation Period, the amount set forth for such
                period on
                Schedule I attached hereto.

            
	 	
              Trade
                Date:

            	
              October
                30, 2007

            
	 	 	 
	 	 	 
	 	
              Effective
                Date:

            	
              July
                25, 2008

            
	 	 	 
	 	
              Termination
                Date:

            	
              October
                25, 2012, subject to adjustment in accordance with the Business Day
                Convention; provided, however, that for the purpose of determining
                the
                final Fixed Rate Payer Period End Date, Termination Date shall be
                subject
                to No Adjustment.

            
	 	 	 
	 	
              Fixed
                Amounts:

            	 
	 	 	 
	 	 	
              Fixed
                Rate Payer:

            	
              Party
                B

            
	 	 	 	 
	 	 	
              Fixed
                Rate Payer

            	 
	 	 	
              Period
                End Dates:

            	
              The
                25th
                calendar day of each month during the Term of this Transaction, commencing
                August 25, 2008, and ending on the Termination Date, with No
                Adjustment.

            
	 	 	 	 
	 	 	
              Fixed
                Rate Payer

            	 
	 	 	
              Payment
                Dates:

            	
              Early
                Payment shall be applicable. The Floating Rate Payer Payment Dates
                shall
                be one Business Day prior to each Floating Rate Payer Period End
                Date.

            
	 	 	 	 
	 	 	
              Fixed
                Rate:

            	
              4.95000%

            
	 	 	 	 
	 	 	
              Fixed
                Amount:

            	
              To
                be determined in accordance with the following formula:

            
	 	 	 	 
	 	 	
               

            	
              Scale
                Factor * Fixed Rate * Notional Amount * Fixed Rate Day Count
                Fraction 

            
	 	 	 	 
	 	 	
              Fixed
                Rate Day

            	 
	 	 	
              Count
                Fraction:

            	
              30/360

            
	 	 	 
	 	
              Floating
                Amounts:

            	 
	 	 	 
	 	 	
              Floating
                Rate Payer:

            	
              Party
                A

            
	 	 	 	 
	 	 	
              Floating
                Rate Payer

            	 
	 	 	
              Period
                End Dates:

            	
              The
                25th
                calendar day of each month during the Term of this Transaction, commencing
                August 25, 2008, and ending on the Termination Date, subject to adjustment
                in accordance with the Business Day Convention.

            
	 	 	 	 
	 	 	
              Floating
                Rate Payer

            	 
	 	 	
              Payment
                Dates:

            	
              Early
                Payment shall be applicable. The Floating Rate Payer Payment Dates
                shall
                be one Business Day prior to each Floating Rate Payer Period End
                Date.

            
	 	 	 	 
	 	 	
              Floating
                Rate Option:

            	
              USD-LIBOR-BBA

            
	 	 	 	 
	 	 	
              Floating
                Amount:

            	
              To
                be determined in accordance with the following formula:

            
	 	 	 	 
	 	 	
               

            	 Scale
              Factor * Floating Rate Option * Notional Amount * Floating Rate Day
              Count
              Fraction
	 	 	 	 
	 	 	 	 
	 	 	
              Designated
                Maturity:

            	
              One
                month

            
	 	 	 	 
	 	 	
              Floating
                Rate Day

            	 
	 	 	
              Count
                Fraction:

            	
              Actual/360

            
	 	 	 	 
	 	 	
              Reset
                Dates:

            	
              The
                first day of each Calculation Period.

            
	 	 	 	 
	 	 	
              Compounding:

            	
              Inapplicable

            
	 	 	 
	 	
              Scale
                Factor:

            	
              250

            
	 	 	 
	 	
              Business
                Days:

            	
              New
                York

            
	 	 	 
	 	
              Business
                Day Convention:

            	
              Following

            
	 	 	 


    

    
    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      Reference
        Number: FXNSC10026

      Wells
        Fargo Bank, N.A., not in its individual capacity but solely as Supplemental
        Interest Trust Trustee on behalf of the Supplemental Interest Trust with
        respect
        to the Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series
        2007-OPT5

      October
        30, 2007

       

    

    
      	
              Item
                3.

            	
              Provisions
                Deemed Incorporated in a Schedule to the ISDA Master
                Agreement:

            


    

    


    
      	
              Part
                1.

            	
              Termination
                Provisions.

            


    

     

    
      For
        the
        purposes of this Agreement:-

       

    

    (a)           “Specified
      Entity” will not apply to Party A or Party B for any
      purpose.

    


    
      	
              (b)

            	
              “Specified
                Transaction” will have the meaning specified in Section
                14.

            


    

    


    
      	
              (c)

            	
              Events
                of Default.

            


    

    


    The
      statement below that an Event of Default will apply to a specific party means
      that upon the occurrence of such an Event of Default with respect to such party,
      the other party shall have the rights of a Non-defaulting Party under Section
      6
      of this Agreement; conversely, the statement below that such event will not
      apply to a specific party means that the other party shall not have such
      rights.

    


    
      	
              (i)         
                  

            	
              The
                “Failure to Pay or Deliver” provisions of Section 5(a)(i)
                will apply to Party A and will apply to Party B; provided, however,
                that
                notwithstanding anything to the contrary in Section 5(a)(i) or in
                Paragraph 7 any failure by Party A to comply with or perform any
                obligation to be complied with or performed by Party A under the
                Credit
                Support Annex shall not constitute an Event of Default under Section
                5(a)(i) unless a Moody’s Second Trigger Downgrade Event has occurred and
                is continuing and at least 30 Local Business Days have elapsed since
                such
                Moody’s Second Trigger Downgrade Event first
                occurred.

            


    

    


    
      	
              (ii)           

            	
              The
                “Breach of Agreement” provisions of Section 5(a)(ii) will
                apply to Party A and will not apply to Party
                B.

            


    

    


    
      	
              (iii)          

            	
              The
                “Credit Support Default” provisions of Section 5(a)(iii)
                will apply to Party A and will not apply to Party B except that Section
                5(a)(iii)(1) will apply to Party B solely in respect of Party B’s
                obligations under Paragraph 3(b); provided, however, that notwithstanding
                anything to the contrary in Section 5(a)(iii)(1), any failure by
                Party A
                to comply with or perform any obligation to be complied with or performed
                by Party A under the Credit Support Annex shall not constitute an
                Event of
                Default under Section 5(a)(iii) unless a Moody’s Second Trigger Downgrade
                Event has occurred and is continuing and at least 30 Local Business
                Days
                have elapsed since such Moody’s Second Trigger Downgrade Event first
                occurred.

            


    

    


    
      	
              (iv)         

            	
              The
                “Misrepresentation” provisions of Section 5(a)(iv) will
                apply to Party A and will not apply to Party
                B.

            


    

    


    
      	
              (v)         

            	
              The
                “Default under Specified Transaction” provisions of
                Section 5(a)(v) will apply to Party A and will not apply to Party
                B.

            


    

    


    
      	
              (vi)        

            	
              The
                “Cross Default” provisions of Section 5(a)(vi) will apply
                to Party A and will not apply to Party B.  For purposes of
                Section 5(a)(vi), solely with respect to Party
                A:

            


    

    


    “Specified
      Indebtedness” will have the meaning specified in Section 14.

    


    “Threshold
      Amount” means USD 100,000,000. 

    


    
      	
              (vii)       

            	
              The
                “Bankruptcy” provisions of Section 5(a)(vii) will apply
                to Party A and will apply to Party B; provided, however, that, for
                purposes of applying Section 5(a)(vii) to Party B: (A) Section
                5(a)(vii)(2) shall not apply, (B) Section 5(a)(vii)(3) shall not
                apply to
                any assignment, arrangement or composition that is effected by or
                pursuant
                to the Pooling and Servicing Agreement, (C) Section 5(a)(vii)(4)
                shall not
                apply to a proceeding instituted, or a petition presented, by Party
                A or
                any of its Affiliates (for purposes of Section 5(a)(vii)(4), Affiliate
                shall have the meaning set forth in Section 14, notwithstanding anything
                to the contrary in this Agreement), (D) Section 5(a)(vii)(6) shall
                not
                apply to any appointment that is effected by or pursuant to the Pooling
                and Servicing Agreement, or any appointment to which Party B has
                not yet
                become subject; (E) Section 5(a)(vii) (7) shall not apply; (F) Section
                5(a)(vii)(8) shall apply only to the extent of any event which has
                an
                effect analogous to any of the events specified in clauses (1), (3),
                (4),
                (5) or (6) of Section 5(a)(vii), in each case as modified in this
                Part
                1(c)(vii), and (G) Section 5(a)(vii)(9) shall not
                apply.

            


    

    


    
      	
              (viii)      

            	
              The
                “Merger Without Assumption” provisions of Section
                5(a)(viii) will apply to Party A and will apply to Party
                B.

            


    

    


    (d)           Termination
      Events.

    


    The
      statement below that a Termination Event will apply to a specific party means
      that upon the occurrence of such a Termination Event, if such specific party
      is
      the Affected Party with respect to a Tax Event, the Burdened Party with respect
      to a Tax Event Upon Merger (except as noted below) or the non-Affected Party
      with respect to a Credit Event Upon Merger, as the case may be, such specific
      party shall have the right to designate an Early Termination Date in accordance
      with Section 6 of this Agreement; conversely, the statement below that such
      an
      event will not apply to a specific party means that such party shall not have
      such right; provided, however, with respect to “Illegality” the statement that
      such event will apply to a specific party means that upon the occurrence of
      such
      a Termination Event with respect to such party, either party shall have the
      right to designate an Early Termination Date in accordance with Section 6 of
      this Agreement.

    


    (i)           The
      “Illegality” provisions of Section 5(b)(i) will apply to Party
      A and will apply to Party B.

    


    
      	
               

            	
              (ii)

            	
              The
                “Tax Event” provisions of Section 5(b)(ii) will apply to
                Party A and will apply to Party B.

            


    

    


    
      	
               

            	
              (iii)

            	
              The
                “Tax Event Upon Merger” provisions of Section 5(b)(iii)
                will apply to Party A and will apply to Party B, provided that Party
                A
                shall not be entitled to designate an Early Termination Date by reason
                of
                a Tax Event upon Merger in respect of which it is the Affected
                Party.

            


    

    


    
      	
               

            	
              (iv)

            	
              The
                “Credit Event Upon Merger” provisions of Section 5(b)(iv)
                will not apply to Party A and will not apply to Party
                B.

            


    

    


    
      	
              (e)

            	
              The
                “Automatic Early Termination” provision of Section 6(a)
                will not apply to Party A and will not apply to Party
                B.

            


    

    


    (f)           Payments
      on Early Termination.  For the purpose of Section 6(e) of
      this Agreement:

    


    
      	
              (i)            
                 

            	
              Market
                Quotation and the Second Method will apply, provided, however, that,
                notwithstanding anything to the contrary in this Agreement, if an
                Early
                Termination Date has been designated as a result of a Derivative
                Provider
                Trigger Event, the following provisions will
                apply:

            


    

    


    
      	
               

            	
              (A)

            	
              Section
                6(e) is hereby amended by inserting on the first line thereof the
                words
                “or is effectively designated” after “If an Early Termination Date
                occurs”;

            


    

    


    
      	
               

            	
              (B)

            	
              The
                definition of Market Quotation in Section 14 shall be deleted in
                its
                entirety and replaced with the
                following:

            


    

    


    “Market
      Quotation” means, with respect to one or more Terminated
      Transactions, and a party making the determination, an amount determined on
      the
      basis of one or more Firm Offers from Reference Market-makers that are Eligible
      Replacements.  Each Firm Offer will be (1) for an amount that would be
      paid to Party B (expressed as a negative number) or by Party B (expressed as
      a
      positive number) in consideration of an agreement between Party B and such
      Reference Market-maker to enter into a Replacement Transaction, and (2) made
      on
      the basis that Unpaid Amounts in respect of the Terminated Transaction or group
      of Transactions are to be excluded but, without limitation, any payment or
      delivery that would, but for the relevant Early Termination Date, have been
      required (assuming satisfaction of each applicable condition precedent) after
      that Early Termination Date are to be included.  The party making the
      determination (or its agent) will request each Reference Market-maker that
      is an
      Eligible Replacement to provide its Firm Offer to the extent reasonably
      practicable as of the same day and time (without regard to different time zones)
      on or as soon as reasonably practicable after the designation or occurrence
      of
      the relevant Early Termination Date. The day and time as of which those Firm
      Offers are to be provided (the “bid time”) will be selected in good faith by the
      party obliged to make a determination under Section 6(e), and, if each party
      is
      so obliged, after consultation with the other.  If at least one Firm
      Offer from an Approved Replacement (which, if accepted, would determine the
      Market Quotation) is provided at the bid time, the Market Quotation will be
      the
      Firm Offer (among such Firm Offers as specified in clause (C) below) actually
      accepted by Party B no later than the Business Day immediately preceding the
      Early Termination Date.  If no Firm Offer from an Approved Replacement
      (which, if accepted, would determine the Market Quotation) is provided at the
      bid time, it will be deemed that the Market Quotation in respect of such
      Terminated Transaction or group of Transactions cannot be
      determined.

    


    
      	
               

            	
              (C)

            	
              If
                more than one Firm Offer from an Approved Replacement (which, if
                accepted,
                would determine the Market Quotation) is provided at the bid time,
                Party B
                shall accept the Firm Offer (among such Firm Offers) which would
                require
                either (x) the lowest payment by Party B to the Reference Market-maker,
                to
                the extent Party B would be required to make a payment to the Reference
                Market-maker or (y) the highest payment from the Reference Market-maker
                to
                Party B, to the extent the Reference Market-maker would be required
                to
                make a payment to Party B.  If only one Firm Offer from an
                Approved Replacement (which, if accepted, would determine the Market
                Quotation) is provided at the bid time, Party B shall accept such
                Firm
                Offer.

            


    

    


    
      	
               

            	
              (D)

            	
              If
                Party B requests Party A in writing to obtain Market Quotations,
                Party A
                shall use its reasonable efforts to do
                so.

            


    

    


    
      	
               

            	
              (E)

            	
              If
                the Settlement Amount is a negative number, Section 6(e)(i)(3) shall
                be
                deleted in its entirety and replaced with the
                following:

            


    

    


    “(3)
      Second Method and Market Quotation. If the Second Method and Market
      Quotation apply, (I) Party B shall pay to Party A an amount equal to the
      absolute value of the Settlement Amount in respect of the Terminated
      Transactions, (II) Party B shall pay to Party A the Termination Currency
      Equivalent of the Unpaid Amounts owing to Party A and (III) Party A shall pay
      to
      Party B the Termination Currency Equivalent of the Unpaid Amounts owing to
      Party
      B; provided, however, that (x) the amounts payable under the immediately
      preceding clauses (II) and (III) shall be subject to netting in accordance
      with
      Section 2(c) of this Agreement and (y) notwithstanding any other provision
      of
      this Agreement, any amount payable by Party A under the immediately preceding
      clause (III) shall not be netted against any amount payable by Party B under
      the
      immediately preceding clause (I).”

    


    
      	
               

            	
              (F)

            	
              In
                determining whether or not a Firm Offer satisfies clause (B)(y) of
                the
                definition of Replacement Transaction and whether or not a proposed
                transfer satisfies clause (e)(B)(y) of the definition of Permitted
                Transfer, Party B shall act in a commercially reasonable
                manner.

            


    

    


    (g)           “Termination
      Currency” means USD.

    


    
      	
              (h)       
                  

            	
              Additional
                Termination Events.  Additional Termination Events will
                apply as provided in Part 5(c).

            


    

    


    Part
      2.                      Tax
      Matters.

    


    (a)           Tax
      Representations.

    


    
      	
               

            	
              (i)

            	
              Payer
                Representations.  For the purpose of Section 3(e) of
                this Agreement:

            


    

     

    (A)           Party
      A makes the following representation(s):

    


    It
      is not
      required by any applicable law, as modified by the practice of any relevant
      governmental revenue authority, of any Relevant Jurisdiction to make any
      deduction or withholding for or on account of any Tax from any payment (other
      than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to be
      made
      by it to the other party under this Agreement.

    


    In
      making
      this representation, it may rely on:

    


    
      	
               

            	
              (i)

            	
              the
                accuracy of any representations made by the other party pursuant
                to
                Section 3(f) of this Agreement;

            


    

    


    
      	
               

            	
              (ii)

            	
              the
                satisfaction of the agreement contained in Section 4(a)(i) or 4(a)(iii)
                of
                this Agreement and the accuracy and effectiveness of any document
                provided
                by the other party pursuant to Section 4(a)(i) or 4(a)(iii) of this
                Agreement; and

            


    

    


    
      	
               

            	
              (iii)

            	
              the
                satisfaction of the agreement of the other party contained in Section
                4(d)
                of this Agreement, provided that it shall not be a breach of this
                representation where reliance is placed on clause (ii) and the other
                party
                does not deliver a form or document under Section 4(a)(iii) by reason
                of
                material prejudice to its legal or commercial
                position.

            


    

    


    (B)           Party
      B makes the following representation(s):

    


    None.

    


    (ii)           Payee
      Representations.  For the purpose of Section 3(f) of this
      Agreement:

     

    (A)           Party
      A makes the following representation(s):

    


    Party
      A
      is a corporation organized under the laws of the State of Delaware and its
      U.S.
      taxpayer identification number is 13-3866307.

    


    (B)           Party
      B makes the following representation(s):

    


    None.

    


    
      	
              (b)

            	
              Tax
                Provisions.

            


    

    


    
      	
               

            	
              (i)

            	
              Gross
                Up.  Section 2(d)(i)(4) shall not apply to Party B as
                X, such that Party B shall not be required to pay any additional
                amounts
                referred to therein.

            


    

    


    
      	
              (ii)         
                 

            	
              Indemnifiable
                Tax. Notwithstanding the definition of “Indemnifiable Tax” in
                Section 14 of this Agreement, all Taxes in relation to payments by
                Party A
                shall be Indemnifiable Taxes (including any Tax imposed in relation
                to a
                Credit Support Document or in relation to any payment thereunder)
                unless
                such Taxes (i) are assessed directly against Party B and not by deduction
                or withholding by Party A or (ii) arise as a result of a Change in
                Tax Law
                (in which case such Tax shall be an Indemnifiable Tax only if such
                Tax
                satisfies the definition of Indemnifiable Tax provided in Section
                14).  In relation to payments by Party B, no Tax shall be an
                Indemnifiable Tax.

            


    

    


      Part
      3.                      Agreement
      to Deliver Documents. 

    


     (a)           For
      the purpose of Section 4(a)(i), tax forms, documents, or certificates to be
      delivered are:

    


    
      	
               

              Party
                required to deliver document

               

            	
               

              Form/Document/

              Certificate

               

            	
               

              Date
                by which to

              be
                delivered

               

            
	
               

              Party
                A

               

            	
               

              An
                original properly completed and executed United States Internal Revenue
                Service Form W-9 (or any successor thereto) with respect to any payments
                received or to be received by Party A that eliminates U.S. federal
                withholding and backup withholding Tax on payments to Party A under
                this
                Agreement.

               

            	
               

              (i)
                upon execution of this Agreement, (ii) on or before the first payment
                date
                under this Agreement, including any Credit Support Document, (iii)
                promptly upon the reasonable demand by Party B, (iv) prior to the
                expiration or obsolescence of any previously delivered form, and
                (v)
                promptly upon the information on any such previously delivered form
                becoming inaccurate or incorrect.

               

               

               

            
	
               

              Party
                B

               

            	
               

              (i)
                Upon execution of this Agreement, an original properly completed
                and
                executed United States Internal Revenue Service Form W-9 (or any
                successor
                thereto) with respect to any payments received or to be received
                by the
                initial beneficial owner of payments to Party B that eliminates U.S.
                federal withholding and backup withholding Tax on payments to Party
                B
                under this Agreement, and (ii) thereafter,  the appropriate tax
                certification form (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY,
                W-8EXP
                or W-8ECI, as applicable (or any successor form thereto)) with respect
                to
                any payments received or to be received by the beneficial owner of
                payments to Party B under this Agreement from time to time.

               

            	
               

              (i)
                upon execution of this Agreement, (ii) on or before the first payment
                date
                under this Agreement, including any Credit Support Document, (iii)
                in the
                case of a tax certification form other than a Form W-9, before December
                31
                of each third succeeding calendar year, (iv) promptly upon the reasonable
                demand by Party A, (v) prior to the expiration or obsolescence of
                any
                previously delivered form, and (vi) promptly upon the information
                on any
                such previously delivered form becoming inaccurate or
                incorrect.

               

            


    

    


    


     (b)           For
      the purpose of Section 4(a)(ii), other documents to be delivered
      are:

    


    
      	
               

              Party
                required to deliver document

               

            	
               

              Form/Document/

              Certificate

               

            	
               

              Date
                by which to

              be
                delivered

               

            	
               

              Covered
                by Section 3(d) Representation

               

            
	
               

              Party
                A and

              Party
                B

               

            	
               

              Any
                documents required by the receiving party to evidence the authority
                of the
                delivering party or its Credit Support Provider, if any, for it to
                execute
                and deliver the Agreement, each Confirmation, and any Credit Support
                Documents to which it is a party, and to evidence the authority of
                the
                delivering party or its Credit Support Provider to perform its obligations
                under the Agreement, each Confirmation and any Credit Support Document,
                as
                the case may be

               

            	
               

              Upon
                the execution and delivery of this Agreement

               

            	
               

              Yes

               

            
	 	 	 	 
	
               

              Party
                A and

              Party
                B

               

            	
               

              A
                certificate of an authorized officer of the party, as to the incumbency
                and authority of the respective officers of the party signing the
                Agreement, each  Confirmation, and any relevant Credit Support
                Document, as the case may be

               

            	
               

              Upon
                the execution and delivery of this Agreement

               

            	
               

              Yes

               

            
	 	 	 	 
	
               

              Party
                A

               

            	
               

              Annual
                Report of Party A containing consolidated financial statements certified
                by independent certified public accountants and prepared in accordance
                with generally accepted accounting principles in the country in which
                Party A is organized

               

            	
               

              Upon
                request by Party B

               

            	
               

              Yes

               

            
	 	 	 	 
	
               

              Party
                A

               

            	
               

              Quarterly
                Financial Statements of Party A containing unaudited, consolidated
                financial statements of Party A’s fiscal quarter prepared in accordance
                with generally accepted accounting principles in the country in which
                Party A is organized

               

            	
               

              Upon
                request by Party B

               

            	
               

              Yes

               

            
	 	 	 	 
	
               

              Party
                A and

              Party
                B

               

            	
               

              An
                opinion of counsel of such party  regarding the enforceability
                of this Agreement in a form reasonably satisfactory to the other
                party.

               

            	
               

              Upon
                the execution and delivery of this Agreement

               

            	
               

              No

               

            
	
               

              Party
                B

               

            	
               

              An
                executed copy of the Pooling and Servicing Agreement

               

            	
               

              Promptly
                upon filing of such agreement with the U.S. Securities and Exchange
                Commission

               

            	
               

              No

               

            


    

    


    Part
      4.  Miscellaneous.

    


    
      	
              (a)

            	
              Address
                for Notices:  For the purposes of Section 12(a) of
                this Agreement:

            


    

    


    Address
      for notices or communications to Party A:

    


    Address:                      383
      Madison Avenue, New York, New York 10179

    Attention:                      DPC
      Manager

    Facsimile:                      (212)
      272-5823

    


    with
      a
      copy to:

    


    Address:                      One
      Metrotech Center North, Brooklyn, New York 11201

    Attention:                      Derivative
      Operations   7th Floor

    Facsimile:                      (212)
      272-1634

    


    (For
      all
      purposes)

    


    Address
      for notices or communications to Party B:

    


    
      	
               

            	
              Address:

            	
              Wells
                Fargo Bank, N.A. 9062 Old Annapolis Road, Columbia, MD
                21045

            


    

    
      	
               

            	
              Attention:

            	
              Client
                Manager Soundview 2007-OPT5

            


    

    
      	
               

            	
              Facsimile:

            	
              (410)
                715-2380

            


    

    
      	
               

            	
              Telephone:

            	
              (410)
                884-2000

            


    

    


    (For
      all
      purposes)

    


    (b)           Process
      Agent.  For the purpose of Section 13(c):

    


    Party
      A
      appoints as its Process Agent:  Not applicable.

    


    Party
      B
      appoints as its Process Agent:  Not applicable.

    


    
      	
              (c)

            	
              Offices.  The
                provisions of Section 10(a) will apply to this Agreement; neither
                Party A
                nor Party B has any Offices other than as set forth in the Notices
                Section.

            


    

    


    
      	
              (d)

            	
              Multibranch
                Party.  For the purpose of Section 10(c) of this
                Agreement:

            


    

    


    Party
      A
      is not a Multibranch Party.

    


    Party
      B
      is not a Multibranch Party.

    


    
      	
              (e)

            	
              Calculation
                Agent.  The Calculation Agent is Party
                A.

            


    

    


    (f)           Credit
      Support Document.

    


    
      	
               

            	
              Party
                A:

            	
              The
                Credit Support Annex, and any guarantee in support of Party A’s
                obligations under this Agreement.

            


    

    


    
      	
               

            	
              Party
                B:

            	
              The
                Credit Support Annex.

            


    

    


    
      	
              (g)

            	
              Credit
                Support Provider.

            


    

    


    
      	
               

            	
              Party
                A:

            	
              The
                guarantor under any guarantee in support of Party A’s obligations under
                this Agreement.

            


    

    


    
      	
               

            	
              Party
                B:

            	
              None.

            


    

    


    
      	
              (h)

            	
              Governing
                Law.  The parties to this Agreement hereby agree that
                the law of the State of New York shall govern their rights and duties
                in
                whole (including any claim or controversy arising out of or relating
                to
                this Agreement), without regard to the conflict of law provisions
                thereof
                other than New York General Obligations Law Sections 5-1401 and
                5-1402.

            


    

    


    
      	
              (i)

            	
              Netting
                of Payments.  Subparagraph (ii) of Section 2(c) will
                apply to each Transaction
                hereunder.

            


    

    


    
      	
              (j)

            	
              Affiliate.Party
                A and Party B shall be deemed to have no Affiliates for purposes
                of this
                Agreement.

            


    

    
    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              Part
                5.

            	
              Other
                Provisions.

            


    

    


    
      	
              (a)

            	
              Definitions.
                Unless otherwise specified in a Confirmation, this Agreement
                and
                each Transaction under this Agreement are subject to the 2006 ISDA
                Definitions as published and copyrighted in 2006 by the International
                Swaps and Derivatives Association, Inc. (the
                “Definitions”), and will be governed in all relevant
                respects by the provisions set forth in the Definitions, without
                regard to
                any amendment to the Definitions subsequent to the date
                hereof.  The provisions of the Definitions are hereby
                incorporated by reference in and shall be deemed a part of this Agreement,
                except that (i) references in the Definitions to a “Swap Transaction”
                shall be deemed references to a “Transaction” for purposes of this
                Agreement, and (ii) references to a “Transaction” in this Agreement shall
                be deemed references to a “Swap Transaction” for purposes of the
                Definitions. Each term capitalized but not defined in this Agreement
                shall
                have the meaning assigned thereto in the Pooling and Servicing
                Agreement.

            


    

     

    Each
      reference herein to a “Section” (unless specifically referencing the Pooling and
      Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
      a reference to a Section of the ISDA Master Agreement; each herein reference
      to
      a “Part” will be construed as a reference to the Schedule to the ISDA Master
      Agreement; each reference herein to a “Paragraph” will be construed as a
      reference to a Paragraph of the Credit Support Annex.

     

    (b)           Amendments
      to ISDA Master Agreement.

    


    
      	
               

            	
              (i)

            	
              Single
                Agreement.  Section 1(c) is hereby amended by the
                adding the words “including, for the avoidance of doubt, the Credit
                Support Annex”  after the words “Master
                Agreement”.

            


    

    


    
      	
               

            	
              (ii)

            	
              [Reserved.]

            


    

    


    
      	
               

            	
              (iii)

            	
              [Reserved.]

            


    

    


    
      	
               

            	
              (iv)

            	
              Representations.  Section
                3 is hereby amended by adding at the end thereof the following subsection
                (g):

            


    

    


    
      	
               

            	
              “(g)

            	
              Relationship
                Between Parties.

            


    

    


    
      	
               

            	
              (1)

            	
              Nonreliance.  (i)
                It is not relying on any statement or representation of the other
                party
                (whether written or oral) regarding any Transaction hereunder, other
                than
                the representations expressly made in this Agreement or the Confirmation
                in respect of that Transaction, (ii) it has consulted with its own
                legal,
                regulatory, tax, business, investment, financial and accounting advisors
                to the extent it has deemed necessary, and it has made its own investment,
                hedging and trading decisions based upon its own judgment and upon
                any
                advice from such advisors as it has deemed necessary and not upon
                any view
                expressed by the other party, (iii) it is not relying on any communication
                (written or oral) of the other party as investment advice or as a
                recommendation to enter into this Transaction; it being understood
                that
                information and explanations related to the terms and conditions
                of this
                Transaction shall not be considered investment advice or a recommendation
                to enter into this Transaction, and (iv) it has not received from
                the
                other party any assurance or guaranty as to the expected results
                of this
                Transaction.

            


    

     

    
      	
               

            	
              (2)

            	
              Evaluation
                and Understanding.  (i) It has the capacity to evaluate
                (internally or through independent professional advice) each Transaction
                and has made its own decision to enter into the Transaction and (ii)
                it
                understands the terms, conditions and risks of the Transaction and
                is
                willing and able to accept those terms and conditions and to assume
                those
                risks, financially and otherwise. 

            


    

    


    
      	
               

            	
              (3)

            	
              Purpose.  It
                is entering into the Transaction for the purposes of managing its
                borrowings or investments, hedging its underlying assets or liabilities
                or
                in connection with a line of
                business.

            


    

    


    
      	
               

            	
              (4)

            	
              Status
                of Parties.  The other party is not acting as an agent,
                fiduciary or advisor for it in respect of the
                Transaction.

            


    

    


    
      	
               

            	
              (5)

            	
              Eligible
                Contract Participant.  It is an “eligible swap participant” as
                such term is defined in, Section 35.1(b)(2) of the regulations (17
                C.F.R.
                35) promulgated under, and an “eligible contract participant” as defined
                in Section 1(a)(12) of the Commodity Exchange Act, as
                amended.”

            


    

    


    
      	
               

            	
              (v)

            	
              Transfer
                to Avoid Termination Event.  Section 6(b)(ii) is hereby
                amended (i) by deleting in the first paragraph the words “or if a Tax
                Event Upon Merger occurs and the Burdened Party is the Affected Party,”
                and in the third paragraph  the words “, which consent will not
                be withheld if such other party’s policies in effect at such time would
                permit it to enter into transactions with the transferee on the terms
                proposed”, (ii) by deleting the words “to transfer” and inserting the
                words “to effect a Permitted Transfer” in lieu thereof, and (iii) adding
                at the end of the third paragraph “; provided that the other party’s
                consent shall not be required if such transfer is a Permitted
                Transfer.”

            


    

    


    
      	
               

            	
              (vi)

            	
              Jurisdiction.
                Section 13(b) is hereby amended by: (i) deleting in the
                second
                line of subparagraph (i) thereof the word “non-”, (ii) deleting “; and”
                from the end of subparagraph (i) and inserting “.” in lieu thereof, and
                (iii) deleting the final paragraph
                thereof.

            


    

    


    
      	
               

            	
              (vii)

            	
              Local
                Business Day.  The definition of Local Business Day in
                Section 14 is hereby amended by the addition of the words “or any Credit
                Support Document” after “Section 2(a)(i)” and the addition of the words
                “or Credit Support Document” after
                “Confirmation”.

            


    

    


    
      	
              (c)

            	
              Additional
                Termination Events.  The following Additional
                Termination Events will apply:

            


    

    


    
      	
              (i)            
                

            	
              Failure
                to Post Collateral.If Party A has failed to comply with or
                perform any obligation to be complied with or performed by Party
                A in
                accordance with the Credit Support Annex and such failure has not
                given
                rise to an Event of Default under Section 5(a)(i) or Section 5(a)(iii),
                then an Additional Termination Event shall have occurred with respect
                to
                Party A and Party A shall be the sole Affected Party with respect
                to such
                Additional Termination Event.

            


    

    


    
      	
              (ii)      
                  

            	
              Second
                Rating Trigger Replacement.  The occurrence of any
                event described in this Part 5(c)(ii) shall constitute an Additional
                Termination Event with respect to Party A and Party A shall be the
                sole
                Affected Party with respect to such Additional Termination
                Event.

            


    

    


    
      	
               

            	
              (A)

            	
              A
                Moody’s Second Trigger Downgrade Event has occurred and is continuing and
                at least 30 Local Business Days have elapsed since such Moody’s Second
                Trigger Downgrade Event first occurred, and at least one Eligible
                Replacement has made a Firm Offer that would, assuming the occurrence
                of
                an Early Termination Date, qualify as a Market Quotation (on the
                basis
                that Part 1(f)(i)(A) applies) and which remains capable of becoming
                legally binding upon acceptance.

            


    

    


    
      	
               

            	
              (B)

            	
              An
                S&P Required Ratings Downgrade Event has occurred and is continuing
                and at least 60 calendar days have elapsed since such S&P Required
                Ratings Downgrade Event first
                occurred.

            


    

    


    
      	
               

            	
              (iii)

            	
              Amendment
                of the Pooling and Servicing Agreement.  If, without
                the prior written consent of Party A where such consent is required
                under
                the Pooling and Servicing Agreement (such consent not to be unreasonably
                withheld), an amendment is made to the Pooling and Servicing Agreement
                which amendment could reasonably be expected to have a material adverse
                effect on the interests of Party A under this Agreement, an Additional
                Termination Event shall have occurred with respect to Party B, Party
                B
                shall be the sole Affected Party with respect to such Additional
                Termination Event and all Transactions hereunder shall be Affected
                Transactions.

            


    

    


    
      	
               

            	
              (iv)

            	
              Failure
                to Comply with Regulation AB Requirements.  If, upon the
                occurrence of a Swap Disclosure Event (as defined in Part 5(e) below)
                Party A has not complied with any of the provisions set forth in
                Part
                5(e)(iii) below within the time period specified therein, then an
                Additional Termination Event shall have occurred with respect to
                Party A
                and Party A shall be the sole Affected Party with respect to such
                Additional Termination Event.

            


    

    


    
      	
               

            	
              (v)

            	
              [Reserved.]

            


    

    


    
      	
               

            	
              (vi)

            	
              Optional
                Termination of Securitization.  An Additional
                Termination Event shall occur upon the notice to Certificateholders
                of an
                Optional Termination becoming unrescindable in accordance with Article
                X
                of the Pooling and Servicing Agreement (such notice, the “Optional
                Termination Notice”).  With respect to such Additional
                Termination Event: (A) Party B shall be the sole Affected Party;
                (B)
                notwithstanding anything to the contrary in Section 6(b)(iv) or Section
                6(c)(i), the final Distribution Date specified in the Optional Termination
                Notice is hereby designated as the Early Termination Date for this
                Additional Termination Event in respect of all Affected Transactions;
                (C)
                Section 2(a)(iii)(2) shall not be applicable to any Affected
                Transaction in
                connection with the Early Termination Date resulting from this Additional
                Termination Event; notwithstanding anything to the contrary in Section
                6(c)(ii), payments and deliveries under Section 2(a)(i) or Section
                2(e) in
                respect of the Terminated Transactions resulting from this Additional
                Termination Event will be required to be made through and including
                the
                Early Termination Date designated
                as a result of this Additional Termination Event; provided, for the
                avoidance of doubt, that any such payments or deliveries that are
                made on
                or prior to such Early Termination Date will not be treated as Unpaid
                Amounts in determining the amount payable in respect of such Early
                Termination Date; (D) notwithstanding anything to the contrary in
                Section
                6(d)(i), (I) if, no later than 4:00 pm New York City time on the
                day that
                is four Business Days prior to the final Distribution Date specified
                in
                the Optional Termination Notice, the Trustee requests the amount
                of the
                Estimated Swap Termination Payment, Party A shall provide to the
                Trustee
                in writing (which may be done in electronic format) the amount of
                the
                Estimated Swap Termination Payment no later than 2:00 pm New York
                City
                time on the following Business Day and (II) if the Trustee provides
                written notice (which may be done in electronic format) to Party
                A no
                later than two Business Days prior to the final Distribution Date
                specified in the Optional Termination Notice that all requirements
                of the
                Optional Termination have been met, then Party A shall, no later
                than one
                Business Day prior to the final Distribution Date specified in the
                Optional Termination Notice, make the calculations contemplated by
                Section
                6(e) (as amended herein) and provide to the Trustee in writing (which
                may
                be done in electronic format) the amount payable by either Party
                B or
                Party A in respect of the related Early Termination Date in
                connection with this Additional Termination Event; provided, however,
                that
                the amount payable by Party B, if any, in respect of the related
                Early
                Termination Date shall be the lesser of (x) the amount calculated
                to be
                due by Party B pursuant to Section 6(e) and (y) the Estimated Swap
                Termination Payment; and (E) notwithstanding anything to the contrary
                in
                this Agreement, any amount due from Party B to Party A in respect
                of this
                Additional Termination Event will be payable on the final Distribution
                Date specified  in the Optional Termination Notice and any
                amount due from Party A to Party B in respect of this Additional
                Termination Event will be payable one Business Day prior to the final
                Distribution Date specified  in the Optional Termination
                Notice.

            


    

    


    The
      Trustee shall be an express third party beneficiary of this Agreement as if
      a
      party hereto to the extent of the Trustee’s rights specified
      herein.

    


    
      	
               

            	
              (vii)

            	
              Failure
                to Pay Class A Certificates.  If the Trustee on behalf
                of the Trust is unable to pay, or fails or admits in writing its
                inability
                to pay (1) on any Distribution Date, any monthly interest distributable
                amount with respect to the Class A Certificates or (2) by the Distribution
                Date immediately following the maturity date for the Mortgage Loan
                with
                the latest maturity date, the ultimate payment of principal with
                respect
                to the Class A Certificates, in either case to the extent required
                pursuant to the terms of the Pooling and Servicing Agreement to be
                paid to
                the Class A Certificates, then an Additional Termination Event shall
                have
                occurred with respect to Party B, Party B shall be the sole Affected
                Party
                and all Transactions hereunder shall be Affected
                Transactions.

            


    

    


    
      	
              (d)

            	
              Required
                Ratings Downgrade Event.  If a Required Ratings
                Downgrade Event has occurred and is continuing, then Party A shall,
                at its
                own expense, use commercially reasonable efforts to, as soon as reasonably
                practicable, either (A) effect a Permitted Transfer or (B) procure
                an
                Eligible Guarantee by a guarantor with credit ratings at least equal
                to
                the S&P Required Ratings Threshold and the Moody’s Second Trigger
                Threshold.

            


    

    


    
      	
               (e)

            	
              Compliance
                with Regulation AB.

            


    

    


    
      	
              (i)

            	
              Party
                A  agrees and acknowledges that Financial Asset Securities Corp.
                (the “Depositor”) is required under Regulation AB under the Securities Act
                of 1933, as amended (the “Act”), and the Securities Exchange Act of 1934,
                as amended (the “Exchange Act”) (“Regulation AB”), to disclose certain
                financial information regarding Party A or its group of affiliated
                entities, if applicable, depending on the aggregate “significance
                percentage” of this Agreement and any other derivative contracts between
                Party A or its group of affiliated entities, if applicable, and Party
                B,
                as calculated from time to time in accordance with Item 1115 of Regulation
                AB.

            


    

     

    
      	
              (ii)

            	
              It
                shall be a swap disclosure event (“Swap Disclosure Event”) if, on any
                Business Day after the date hereof, Depositor requests from Party
                A the
                applicable financial information described in Item 1115 of Regulation
                AB
                (such request to be based on a reasonable determination by Depositor,
                in
                good faith, that such information is required under Regulation AB
                with
                respect to this Transaction) (the “Swap Financial
                Disclosure”).

            


    

     

    
      	
              (iii)

            	
              Upon
                the occurrence of a Swap Disclosure Event, Party A, at its own expense,
                shall either (1)(a) (i) provide to Depositor the current Swap Financial
                Disclosure in an EDGAR-compatible format (for example, such information
                may be provided in Microsoft Word® or Microsoft Excel® format but not in
                .pdf format) or (ii) provide written consent to Depositor to incorporation
                by reference of such current Swap Financial Disclosure that are filed
                with
                the Securities and Exchange Commission in the reports of the Trust
                filed
                pursuant to the Exchange Act, (b) if applicable, cause its outside
                accounting firm to provide its consent to filing or incorporation
                by
                reference of such accounting firm’s report relating to their audits of
                such current Swap Financial Disclosure in the Exchange Act Reports
                of
                Depositor, and (c) provide to Depositor any updated Swap Financial
                Disclosure with respect to Party A within five days of the release
                of any
                such updated Swap Financial Disclosure (but in no event more than
                45 days
                after the end of each of Party A’s fiscal quarter for any quarterly
                update); (2) secure another entity to replace Party A as party to
                this
                Agreement on terms substantially similar to this Agreement, which
                entity
                (or a guarantor therefore) satisfies the Rating Agency Condition
                and which
                entity is able to comply with the requirements of Item 1115 of Regulation
                AB and rule 3-10(b) of Regulation S-X, or (3) obtain a guaranty of
                Party
                A’s obligations under this Agreement from an affiliate of Party A that
                is
                able to comply with the financial information disclosure requirements
                of
                Item 1115 of Regulation AB and rule 3-10(b) of Regulation S-X, and
                cause
                such affiliate to provide Swap Financial Disclosure and any future
                Swap
                Financial Disclosure, such that disclosure provided in respect of
                such
                affiliate will satisfy any disclosure requirements applicable to
                the Swap
                Provider.

            


    

     

    
      	
              (iv)

            	
              (a)
                Party A hereby agrees to indemnify and hold harmless Depositor, the
                respective present and former directors, officers, employees and
                agents of
                each of the foregoing and each person, if any, who controls Depositor
                within the meaning of Section 15 of the Act, or Section 20 of the
                Exchange
                Act, from and against any and all losses, claims, liabilities, damages,
                penalties, fines, forfeitures, legal fees and expenses and related
                costs,
                judgments, and any other costs, fees and expenses that any of them
                may
                sustain as and when such losses, claims, liabilities, damages, penalties,
                fines forfeitures, legal fees or expenses or related costs, judgments,
                or
                any other costs, fees or expenses are incurred, insofar as such losses,
                claims, liabilities, damages, penalties, fines forfeitures, legal
                fees or
                expenses or related costs, judgments, or any other costs, fees or
                expenses
                (or actions in respect thereof) arise out of or are based upon any
                untrue
                statement or alleged untrue statement of any material fact contained
                in
                the Swap Financial Disclosure, or arise out of, or are based upon,
                the
                omission or alleged omission to state in the Swap Financial Disclosure
                any
                material fact required to be stated therein or necessary to make
                the
                statements in the Swap Financial Disclosure, as applicable, in light
                of
                the circumstances under which they were made, not misleading, and
                Party A
                shall reimburse Depositor, the present and former respective officers,
                directors, employees and agents of each of the foregoing and any
                such
                controlling person for any legal or other expenses reasonably incurred
                by
                it or any of them in connection with investigating or defending any
                such
                losses, claims, liabilities, damages, penalties, fines, forfeitures,
                legal
                fees or expenses or related costs, judgments, or any other costs,
                fees or
                expenses, as and when incurred.

            


    

     

    (b)
      If
      (i) Party A fails to provide the Swap Financial Disclosure or any required
      auditor’s consents to Depositor pursuant to Section 16(iii) hereof (a “Swap
      Financial Disclosure Failure”), (ii) as a result of such Swap Financial
      Disclosure Failure an Early Termination Date is designated hereunder by Party
      B
      and (iii) such Swap Financial Disclosure Failure results in a failure by
      Depositor to file a report required by the Exchange Act, Party A hereby agrees
      to reimburse Depositor, the present and former respective officers, directors,
      employees and agents of each of the foregoing and any such controlling person
      for any legal or other expenses reasonably incurred by it or any of them in
      connection with the investigation or defense of any inquiry or investigation
      by
      the Securities and Exchange Commission resulting from such Swap Financial
      Disclosure Failure; provided that in no event shall Party A be required to
      indemnify Depositor, the present and former respective officers, directors,
      employees and agent of each of the foregoing and any such controlling person
      for
      any lost profit or damages with respect to this Transaction or any other
      transaction (whether such lost profit or damages is characterized as indirect,
      punitive, consequential, special damages or otherwise), even if at the time
      of
      such failure Party A is aware of the possibility of such lost profit or
      damages.

     

    
      	
              (v)

            	
              Depositor
                shall be an express third party beneficiary of this Agreement as
                if a
                party hereto to the extent of the Depositor’s rights explicitly specified
                in this Part 5(e).

            


    

     

    


    
      	
              (f)

            	
              Transfers.

            


    

     

    (i)           Section
      7 is hereby amended to read in its entirety as follows:

     

    “Neither
      this Agreement nor any interest or obligation in or under this Agreement may
      be
      transferred (whether by way of security or otherwise) by either party unless
      (a)
      the prior written consent of the other party is obtained and (b) the Rating
      Agency Condition has been satisfied with respect to S&P, except
      that:

     

    
      	
               

            	
              (a)

            	
              Party
                A may make a Permitted Transfer (1) pursuant to Section 6(b)(ii)
                (as
                amended herein) or Part 5(e), (2) pursuant to a consolidation or
                amalgamation with, or merger with or into, or transfer of all or
                substantially all its assets to, another entity (but without prejudice
                to
                any other right or remedy under this Agreement), or (3) at any time
                at
                which no Relevant Entity has credit ratings at least equal to the
                Approved
                Ratings Threshold;

            


    

     

    
      	
               

            	
              (b)

            	
              Party
                B may transfer its rights and obligations hereunder (1) in connection
                with
                a transfer pursuant to Section 8.09 (merger or consolidation of Trustee)
                of the Pooling and Servicing Agreement;
                and

            


    

     

    
      	
               

            	
              (c)

            	
              a
                party may make such a transfer of all or any part of its interest
                in any
                amount payable to it from a Defaulting Party under Section
                6(e).

            


    

     

    Any
      purported transfer that is not in compliance with this Section will be
      void.

     

    
      	
               

            	
              (ii)

            	
              If
                an Eligible Replacement has made a Firm Offer (which remains an offer
                that
                will become legally binding upon acceptance by Party B) to be the
                transferee pursuant to a Permitted Transfer, Party B shall, at Party
                A’s
                written request and at Party A’s expense, take any reasonable steps
                required to be taken by Party B to effect such
                transfer.

            


    

     

    
      	
              (g)

            	
              Limited
                Recourse;Non-Recourse.  Party A
                acknowledges and agrees that, notwithstanding any provision in this
                Agreement to the contrary, the obligations of Party B hereunder are
                limited recourse obligations of Party B, payable solely from the
                Supplemental Interest Trust and the proceeds thereof, in accordance
                with
                the priority of payments and other terms of the Pooling and Servicing
                Agreement and that Party A will not have any recourse to any of the
                directors, officers, agents, employees, shareholders or affiliates
                of
                Party B with respect to any claims, losses, damages, liabilities,
                indemnities or other obligations in connection with any transactions
                contemplated hereby. In the event that the Supplemental Interest
                Trust and the
                proceeds thereof, should be insufficient to satisfy all claims outstanding
                and following the realization of Supplemental Interest Trust and
                the
                proceeds thereof, any claims against or obligations of Party B under
                this
                Agreement or any other confirmation thereunder still outstanding
                shall be
                extinguished and thereafter not revive.  The Supplemental
                Interest Trust Trustee shall not
                have
                liability for any failure or delay in making a payment hereunder
                to Party
                A due to any failure or delay in receiving amounts in the Supplemental
                Interest Trust from the Trust
                created pursuant to the Pooling and Servicing Agreement. This provision
                will survive the termination of this
                Agreement.

            


    

    


    
      	
              (h)

            	
              Timing
                ofPayments by Party B upon Early
                Termination.  Notwithstanding anything to the contrary
                in Section 6(d)(ii), to the extent that all or a portion (in either
                case,
                the “Unfunded Amount”) of any amount that is calculated as being due in
                respect of any Early Termination Date under Section 6(e) from Party
                B to
                Party A will be paid by Party B from amounts other than any upfront
                payment paid to Party B by an Eligible Replacement that has entered
                into a
                Replacement Transaction with Party B, then such Unfunded Amount shall
                be
                due on the next subsequent Distribution Date following the date on
                which
                the payment would have been payable as determined in accordance with
                Section 6(d)(ii), and on any subsequent Distribution Dates until
                paid in
                full (or if such Early Termination Date is the final Distribution
                Date, on
                such final Distribution Date); provided, however, that if the date
                on
                which the payment would have been payable as determined in accordance
                with
                Section 6(d)(ii) is a Distribution Date, such payment will be payable
                on
                such Distribution Date.

            


    

    


    
      	
              (i)

            	
              Rating
                Agency Notifications.  Notwithstanding any other
                provision of this Agreement, no Early Termination Date shall be
                effectively designated hereunder by Party B and no transfer of any
                rights
                or obligations under this Agreement shall be made by either party
                unless
                each Rating
                Agency has been provided prior written notice of such designation
                or
                transfer.

            


    

    


    
      	
              (j)

            	
              No
                Set-off.  Except as expressly provided for in Section
                2(c), Section 6 or Part 1(f)(i)(D) hereof, and notwithstanding any
                other
                provision of this Agreement or any other existing or future agreement,
                each party irrevocably waives any and all rights it may have to set off,
                net, recoup or otherwise withhold or suspend or condition payment
                or
                performance of any obligation between it and the other party hereunder
                against any obligation between it and the other party under any other
                agreements.  Section 6(e) shall be amended by deleting the
                following sentence: “The amount, if any, payable in respect of an Early
                Termination Date and determined pursuant to this Section will be
                subject
                to any Set-off.”.

            


    

     

    
      	
              (k)

            	
              Amendment.  Notwithstanding
                any provision to the contrary in this Agreement, no amendment of
                either
                this Agreement or any Transaction under this Agreement shall be permitted
                by either party unless each of the Rating Agencies has been provided
                prior
                written notice of the same and the Rating Agency Condition is satisfied
                with respect to S&P.

            


    

    


    
      	
              (l)

            	
              Notice
                of Certain Events or Circumstances.  Each Party agrees,
                upon learning of the occurrence or existence of any event or condition
                that constitutes (or that with the giving of notice or passage of
                time or
                both would constitute) an Event of Default or Termination Event with
                respect to such party, promptly to give the other Party and to each
                Rating
                Agency notice of such event or condition; provided that failure to
                provide
                notice of such event or condition pursuant to this Part 5(l) shall
                not
                constitute an Event of Default or a Termination
                Event.

            


    

     

    
      	
              (m)

            	
              Proceedings.  No
                Relevant Entity shall institute against, or cause any other person
                to
                institute against, or join any other person in instituting against
                Party
                B, the Supplemental Interest Trust, or the trust formed pursuant
                to the
                Pooling and Servicing Agreement], in any bankruptcy, reorganization,
                arrangement, insolvency or liquidation proceedings or other proceedings
                under any federal or state bankruptcy or similar law for a period
                of one
                year (or, if longer, the applicable preference period) and one day
                following payment in full of the Certificates and any
                Notes.  This provision will survive the termination of this
                Agreement.

            


    

    


    
      	
              (n)

            	
              Supplemental
                Interest Trust Trustee Liability Limitations.  It is
                expressly understood and agreed by the parties hereto that (a) this
                Agreement is executed by Wells Fargo Bank, N.A. not in its individual
                capacity, but solely as Supplemental Interest Trust Trustee under
                the
                Pooling and Servicing Agreement in the exercise of the powers and
                authority conferred and invested in it thereunder; (b) Supplemental
                Interest Trust Trustee has been directed pursuant to the Pooling
                and
                Servicing Agreement to enter into this Agreement and to perform its
                obligations hereunder; (c) each of the representations, undertakings
                and
                agreements herein made on behalf of the Supplemental Interest Trust
                is
                made and intended not as personal representations of Wells Fargo
                Bank,
                N.A. but is made and intended for the purpose of binding only the
                Supplemental Interest Trust; and (d) under no circumstances shall
                Wells
                Fargo Bank, N.A. in its individual capacity be personally liable
                for any
                payments hereunder or for the breach or failure of any obligation,
                representation, warranty or covenant made or undertaken under this
                Agreement.

            


    

    


    
      	
              (o)

            	
              Severability.  If
                any term, provision, covenant, or condition of this Agreement, or
                the
                application thereof to any party or circumstance, shall be held to
                be
                invalid or unenforceable (in whole or in part) in any respect, the
                remaining terms, provisions, covenants, and conditions hereof shall
                continue in full force and effect as if this Agreement had been executed
                with the invalid or unenforceable portion eliminated, so long as
                this
                Agreement as so modified continues to express, without material change,
                the original intentions of the parties as to the subject matter of
                this
                Agreement and the deletion of such portion of this Agreement will
                not
                substantially impair the respective benefits or expectations of the
                parties; provided, however, that this severability provision shall
                not be
                applicable if any provision of Section 2, 5, 6, or 13 (or any definition
                or provision in Section 14 to the extent it relates to, or is used
                in or
                in connection with any such Section) shall be so held to be invalid
                or
                unenforceable.

            


    

    


    The
      parties shall endeavor to engage in good faith negotiations to replace any
      invalid or unenforceable term, provision, covenant or condition with a valid
      or
      enforceable term, provision, covenant or condition, the economic effect of
      which
      comes as close as possible to that of the invalid or unenforceable term,
      provision, covenant or condition.

    


    
      	
              (p)

            	
              Agent
                for Party B.  Party A acknowledges that the Depositor
                has appointed the Supplemental Interest Trust Trustee and the Trustee
                as
                agents under the Pooling and Servicing Agreement to carry out certain
                functions on behalf of Party B, and that the Supplemental Interest
                Trust
                Trustee and the Trustee shall be entitled to give notices and to
                perform
                and satisfy the obligations of Party B hereunder on behalf of Party
                B.

            


    

     

    
      	
              (q)

            	
              [Reserved.]

            


    

     

    
      	
              (r)

            	
              Consent
                to Recording.  Each party hereto consents to the
                monitoring or recording, at any time and from time to time, by the
                other
                party of any and all communications between trading, marketing, and
                operations personnel of the parties and their Affiliates, waives
                any
                further notice of such monitoring or recording, and agrees to notify
                such
                personnel of such monitoring or
                recording.

            


    

     

    
      	
              (s)

            	
              Waiver
                of Jury Trial.  Each party waives any right it may have
                to a trial by jury in respect of any suit, action or proceeding relating
                to this Agreement or any Credit Support
                Document.

            


    

    


    
      	
              (t)

            	
              Form
                of ISDA Master Agreement.  Party A and Party B hereby
                agree that the text of the body of the ISDA Master Agreement is intended
                to be the printed form of the ISDA Master Agreement (Multicurrency
–
                Crossborder) as published and copyrighted in 1992 by the International
                Swaps and Derivatives Association,
                Inc.

            


    

    


    
      	
              (u)

            	
              [Reserved.]

            


    

    


    
      	
              (v)

            	
              Capacity.  Party
                A represents to Party B on the date on which Party A enters into
                this
                Agreement that it is entering into the Agreement and the Transaction
                as
                principal and not as agent of any person.  The
                Supplemental Interest Trust Trustee represents to Party A on the
                date on which Party B enters into this Agreement that the
                Supplemental Interest Trust Trustee is executing the Agreement not
                in its individual capacity, but solely as the
                Supplemental Interest Trust Trustee on behalf of the Supplemental
                Interest
                Trust.

            


    

    


    
      	
              (w)

            	
              [Reserved.]

            


    

     

    
      	
              (x)

            	
              [Reserved.]

            


    

     

    
      	
              (y)

            	
              [Reserved.]

            


    

     

    (z)           Additional
      Definitions.

     

    As
      used
      in this Agreement, the following terms shall have the meanings set forth below,
      unless the context clearly requires otherwise:

     

    “Approved
      Ratings Threshold” means each of the S&P Approved Ratings
      Threshold and the Moody’s First Trigger Ratings Threshold.

    


    “Approved
      Replacement” means, with respect to a Market Quotation, an entity
      making such Market Quotation, which entity would satisfy conditions (a), (b),
      (c) and (d) of the definition of Permitted Transfer (as determined by Party
      B in
      its sole discretion, acting in a commercially reasonable manner) if such entity
      were a Transferee, as defined in the definition of Permitted
      Transfer.

    


    “Derivative
      Provider Trigger Event” means (i) an Event of Default with respect
      to which Party A is a Defaulting Party, (ii) a Termination Event  with
      respect to which Party A is the sole Affected Party or (iii) an Additional
      Termination Event with respect to which Party A is the sole Affected
      Party.

    


    “Eligible
      Guarantee” means an unconditional and irrevocable guarantee of all
      present and future payment obligations and obligations to post collateral of
      Party A under this Agreement (or, solely for purposes of the definition of
      Eligible Replacement, all present and future payment obligations and obligations
      to post collateral of such Eligible Replacement under this Agreement or its
      replacement, as applicable) which is provided by a guarantor as principal debtor
      rather than surety and which is directly enforceable by Party B, the form and
      substance of which guarantee are subject to the Rating Agency Condition with
      respect to S&P.

    


    “Eligible
      Replacement” means an entity (A) that lawfully could
      perform the obligations owing to Party B under this Agreement (or its
      replacement, as applicable), and (B) (I) (x) which has credit ratings from
      S&P at least equal to the S&P Required Ratings Threshold or (y) all
      present and future obligations of which entity owing to Party B under this
      Agreement (or its replacement, as applicable) are guaranteed pursuant to an
      Eligible Guarantee provided by a guarantor with credit ratings from S&P at
      least equal to the S&P Required Ratings Threshold, in either case if S&P
      is a Rating Agency, (II) (x) which has credit ratings from Moody’s at least
      equal to the Moody’s Second Trigger Ratings Threshold or (y) all present and
      future obligations of which entity owing to Party B under this Agreement (or
      its
      replacement, as applicable) are guaranteed pursuant to an Eligible Guarantee
      provided by a guarantor with credit ratings from Moody’s at least equal to the
      Moody’s Second Trigger Ratings Threshold, in either case if Moody’s is a Rating
      Agency.

    


    “Estimated
      Swap Termination Payment” means, with respect to an Early
      Termination Date, an amount determined by Party A in good faith and in a
      commercially reasonable manner as the maximum payment that could be owed by
      Party B to Party A in respect of such Early Termination Date pursuant to Section
      6(e), taking into account then current market conditions.

    “Financial
      Institution” means a bank, broker/dealer, insurance company,
      structured investment company or derivative product company.

    


    “Firm
      Offer” means a quotation from an Eligible Replacement (i) in an
      amount equal to the actual amount payable by or to Party B in consideration
      of
      an agreement between Party B and such Eligible Replacement to replace Party
      A as
      the counterparty to this Agreement by way of novation or, if such novation
      is
      not possible, an agreement between Party B and such Eligible Replacement to
      enter into a Replacement Transaction (assuming that all Transactions hereunder
      become Terminated Transactions), and (ii) that constitutes an offer by such
      Eligible Replacement to replace Party A as the counterparty to this Agreement
      or
      enter a Replacement Transaction that will become legally binding upon such
      Eligible Replacement upon acceptance by Party B.

    


    “Moody’s”
      means Moody’s Investors Service,
      Inc., or any successor thereto.

    


    “Moody’s
      First Trigger Ratings Threshold” means, with respect to Party A,
      the guarantor under an Eligible Guarantee, or an Eligible Replacement, (i)
      if
      such entity has a short-term unsecured and unsubordinated debt rating from
      Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
      rating from Moody’s of “A2” and a short-term unsecured and unsubordinated debt
      rating from Moody’s of “Prime-1”, or (ii) if such entity does not have a
      short-term unsecured and unsubordinated debt rating or counterparty rating
      from
      Moody’s, a long-term unsecured and unsubordinated debt rating or counterparty
      rating from Moody’s of “A1”.

    


    “Moody’s
      Second Trigger Downgrade
      Event”means
      that
no Relevant Entity has credit ratings from Moody’s at least equal to the
      Moody’s Second Trigger Ratings Threshold.

    


    “Moody’s
      Second Trigger Ratings Threshold” means,
      with respect to Party A, the guarantor under an Eligible Guarantee, or an
      Eligible Replacement, (i) if such entity has a short-term unsecured and
      unsubordinated debt rating from Moody’s, a long-term unsecured and
      unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
      short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
      or (ii) if such entity does not have a short-term unsecured and unsubordinated
      debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
      or counterparty rating from Moody’s of “A3”.

    


    “Permitted
      Transfer” means a transfer by novation by Party A, in the
      circumstances specified in this Agreement (including agreements incorporated
      by
      reference herein) as a Permitted Transfer, to a transferee (the
“Transferee”) of Party A’s rights, liabilities, duties and
      obligations under this Agreement, with respect to which transfer each of the
      following conditions is satisfied: (a) the Transferee is an Eligible
      Replacement; (b) Party A and the Transferee are both “dealers in notional
      principal contracts” within the meaning of Treasury regulations section 1.1001-4
      (in each case as certified by such entity);(c) as of the date of such transfer
      the Transferee would not be required to withhold or deduct on account of Tax
      from any payments under this Agreement or would be required to gross up for
      such
      Tax under Section 2(d)(i)(4); (d) an Event of Default or Termination Event
      would
      not occur as a result of such transfer; (e) the Transferee contracts with Party
      B pursuant to a written instrument (the “Transfer Agreement”)
      (A) (i) on terms which are
      effective to transfer to the Transferee all, but not less than all, of Party
      A’s
      rights, liabilities, duties and obligations under the Agreement and all relevant
      Transactions, which terms are identical to the terms of this Agreement, other
      than party names, dates relevant to the effective date of such transfer, tax
      representations (provided that the representations in Part 2(a)(i) are not
      modified) and any other representations regarding the status of the substitute
      counterparty of the type included in Part 5(b)(iv), Part 5(v)(i)(2) or Part
      5(v)(ii), notice information and account details, and (ii) each Rating Agency
      has been given prior written notice of such transfer,
      or (B) (i) on terms that (x) have the effect of preserving for Party B the
      economic equivalent of all payment and delivery obligations (whether absolute
      or
      contingent and assuming the satisfaction of each applicable condition precedent)
      under this Agreement immediately before such transfer and (y) are, in all
      material respects, no less beneficial for Party B than the terms of this
      Agreement immediately before such transfer, as determined by Party B, and (ii)
      Moody’s has been given prior written notice of such transfer and the Rating
      Agency Condition is satisfied with respect to S&P; (f) Party A will be
      responsible for any costs or expenses incurred in connection with such transfer
      (including any replacement cost of entering into a replacement transaction);
      and
      (g) such transfer otherwise complies with the terms of the Pooling and Servicing
      Agreement.

    


    “Rating
      Agency Condition” means, with respect to any particular proposed
      act or omission to act hereunder and each Rating Agency specified in connection
      with such proposed act or omission, that each such Rating Agency provides prior
      written confirmation that the proposed action or inaction would not cause a
      downgrade or withdrawal of the then-current rating of any Certificates
      or
      Notes

    


    “Rating
      Agencies” mean, with respect to any date of determination, each of
      S&P and Moody’s, to the extent that each such rating agency is then
      providing a rating for any of the Soundview Home Loan Trust 2007-OPT5,
      Asset-Backed Certificates, Series 2007-OPT5 (the “Certificates”) or any notes
      backed by any of the certificates (the “Notes”).

    


    “Relevant
      Entities” mean Party A and, to the extent applicable, a guarantor
      under an Eligible Guarantee.

    


    “Replacement
      Transaction” means, with respect to any Terminated Transaction or
      group of Terminated Transactions, a transaction or group of transactions that
      (A) has terms which would be effective to transfer to a transferee all, but
      not
      less than all, of Party A’s rights, liabilities, duties and obligations under
      this Agreement and all relevant Transactions, which terms are identical to
      the
      terms of this Agreement, other than party names, dates relevant to the effective
      date of such transfer, tax representations (provided that the representations
      in
      Part 2(a)(i) are not modified) and any other representations regarding the
      status of the substitute counterparty of the type included in Part 5(b)(iv),
      Part 5(v)(i)(2) or Part 5(v)(ii), notice information and account details, save
      for the exclusion of provisions relating to Transactions that are not Terminated
      Transactions, or (B) (x) would have the effect of preserving for Party B the
      economic equivalent of any payment or delivery (whether the underlying
      obligation was absolute or contingent and assuming the satisfaction of each
      applicable condition precedent) under this Agreement in respect of such
      Terminated Transaction or group of Terminated Transactions that would, but
      for
      the occurrence of the relevant Early Termination Date, have been required after
      that date, and (y) has terms which are, in all material respects, no less
      beneficial for Party B than those of this Agreement (save for the exclusion
      of
      provisions relating to Transactions that are not Terminated Transactions),
      as
      determined by Party B.

    


    “Required
      Ratings Downgrade Event” means that no Relevant Entity has credit
      ratings at least equal to the Required Ratings Threshold. For purposes of
      determining whether a Required Ratings Downgrade Event has occurred, each
      Relevant Entity shall provide its credit ratings to Party B in writing, upon
      request of Party B.

    


    “Required
      Ratings Threshold” means each of the S&P Required Ratings
      Threshold and the Moody’s Second Trigger Ratings Threshold.

    


    “S&P”
      means Standard & Poor’s Rating Services, a division
      of
      The McGraw-Hill Companies, Inc., or any successor thereto.

    


    “S&P
      Approved Ratings Threshold” means, with respect to Party A, the
      guarantor under an Eligible Guarantee, or an Eligible Replacement, a short-term
      unsecured and unsubordinated debt rating of “A-1” from S&P, or, if such
      entity does not have a short-term unsecured and unsubordinated debt rating
      from
      S&P, a long-term unsecured and unsubordinated debt rating or counterparty
      rating of “A+” from S&P.

    


    “S&P
      Required Ratings Downgrade Event” means that
      no Relevant Entity has credit ratings from S&P at least equal to the S&P
      Required Ratings Threshold.

    


    “S&P
      Required Ratings Threshold”
      means, with
      respect to Party A, the guarantor under an Eligible Guarantee, or an Eligible
      Replacement, (I) if such entity is a Financial Institution, a short-term
      unsecured and unsubordinated debt rating of “A-2” from S&P, or, if such
      entity does not have a short-term unsecured and unsubordinated debt
      rating
      from S&P, a long-term unsecured and unsubordinated debt rating or
      counterparty rating of “BBB+” from S&P, or (II) if such entity is not a
      Financial Institution, a short-term unsecured and unsubordinated debt rating
      of
“A-1” from S&P, or, if such entity does not have a short-term unsecured and
      unsubordinated debt rating from S&P, a long-term unsecured and
      unsubordinated debt rating or counterparty rating of “A+” from
      S&P.


     

     [Remainder
      of this page intentionally left blank.]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Item
      4.    Account Details and Settlement
      Information:

     

    


    Payments
      to Party A:

    


    Citibank,
      N.A., New York

                          
               ABA Number: 021-0000-89,
      for the account of Bear, Stearns Securities Corp.

                        
                 Account
      Number: 0925-3186, for further credit to Bear Stearns Financial Products
      Inc.

                        
                 Sub-account  Number:
      102-04654-1-3

    Attention:
      Derivatives Department

    


    Payments
      to Party B:

    


    Wells
      Fargo Bank, N.A.

    ABA
      Number 121000248

    Account
      Number 3970771416

    Account
      Name: SAS Clearing

    FFC
      to:
      53184803

    Attention:
      Client Manager Soundview 2007-OPT5

    


    NEITHER
      THE BEAR STEARNS COMPANIES INC. NOR ANY SUBSIDIARY OR AFFILIATE OF THE BEAR
      STEARNS COMPANIES INC. OTHER THAN PARTY A IS AN OBLIGOR OR A CREDIT SUPPORT
      PROVIDER ON THIS AGREEMENT.

    


    This
      Agreement may be executed in several counterparts, each of which shall be deemed
      an original but all of which together shall constitute one and the same
      instrument.

    


    Party
      B
      hereby agrees to check this Confirmation and to confirm that the foregoing
      correctly sets forth the terms of the Transaction by signing in the space
      provided below and returning to Party A a facsimile of the fully-executed
      Confirmation to 212-272-9857. For inquiries regarding U.S. Transactions, please
      contact Derivatives Documentation by telephone at 212-272-2711.  For
      all other inquiries please contact Derivatives Documentation by telephone at
      353-1-402-6233. Originals will be provided for your execution upon your
      request.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    We
      are
      very pleased to have executed this Transaction with you and we look forward
      to
      completing other transactions with you in the near future.

     

    
      Very
        truly yours,

       

    

    Bear
      Stearns Financial Products Inc.


    


    


    By:           _______________________________

    Name:

    Title:

    


    


    Party
      B,
      acting through its duly authorized signatory, hereby agrees to, accepts and
      confirms the terms of the foregoing as of the date hereof.

    


    Wells
      Fargo Bank, N.A., not in its individual capacity but solely as Supplemental
      Interest Trust Trustee on behalf of the Supplemental Interest Trust with respect
      to the Soundview Home Loan Trust 2007-OPT5, Asset-Backed Certificates, Series
      2007-OPT5

    


    


    


    By:           _______________________________

    Name:

    Title:

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    SCHEDULE
      I

    (where
      for the purposes of (i) determining Floating Amounts, all such dates are subject
      to adjustment in accordance with the Following Business Day Convention and
      (ii)
      determining Fixed Amounts, all such dates are subject to No
      Adjustment.)

    


    
      	
              From
                and including

               

            	
              To
                but excluding

               

            	
              Notional
                Amount

              (USD)

            
	
              Effective
                Date

            	
              08/25/08

            	
              3,690,536.80

            
	
              08/25/08

            	
              09/25/08

            	
              3,617,287.38

            
	
              09/25/08

            	
              10/25/08

            	
              3,544,202.74

            
	
              10/25/08

            	
              11/25/08

            	
              3,472,595.37

            
	
              11/25/08

            	
              12/25/08

            	
              3,402,435.30

            
	
              12/25/08

            	
              01/25/09

            	
              3,333,693.21

            
	
              01/25/09

            	
              02/25/09

            	
              3,266,340.35

            
	
              02/25/09

            	
              03/25/09

            	
              3,200,348.57

            
	
              03/25/09

            	
              04/25/09

            	
              3,135,690.28

            
	
              04/25/09

            	
              05/25/09

            	
              3,069,425.01

            
	
              05/25/09

            	
              06/25/09

            	
              3,005,297.47

            
	
              06/25/09

            	
              07/25/09

            	
              2,934,051.81

            
	
              07/25/09

            	
              08/25/09

            	
              2,695,724.62

            
	
              08/25/09

            	
              09/25/09

            	
              2,424,803.30

            
	
              09/25/09

            	
              10/25/09

            	
              2,287,545.14

            
	
              10/25/09

            	
              11/25/09

            	
              2,160,261.70

            
	
              11/25/09

            	
              12/25/09

            	
              2,043,094.60

            
	
              12/25/09

            	
              01/25/10

            	
              1,964,986.67

            
	
              01/25/10

            	
              02/25/10

            	
              1,914,879.90

            
	
              02/25/10

            	
              03/25/10

            	
              1,866,130.21

            
	
              03/25/10

            	
              04/25/10

            	
              1,818,699.07

            
	
              04/25/10

            	
              05/25/10

            	
              1,772,549.07

            
	
              05/25/10

            	
              06/25/10

            	
              1,725,889.68

            
	
              06/25/10

            	
              07/25/10

            	
              1,680,607.03

            
	
              07/25/10

            	
              08/25/10

            	
              1,633,183.57

            
	
              08/25/10

            	
              09/25/10

            	
              1,157,746.00

            
	
              09/25/10

            	
              10/25/10

            	
              995,412.39

            
	
              10/25/10

            	
              11/25/10

            	
              973,781.44

            
	
              11/25/10

            	
              12/25/10

            	
              952,654.03

            
	
              12/25/10

            	
              01/25/11

            	
              932,017.53

            
	
              01/25/11

            	
              02/25/11

            	
              911,859.62

            
	
              02/25/11

            	
              03/25/11

            	
              892,168.34

            
	
              03/25/11

            	
              04/25/11

            	
              872,932.03

            
	
              04/25/11

            	
              05/25/11

            	
              854,139.35

            
	
              05/25/11

            	
              06/25/11

            	
              835,779.26

            
	
              06/25/11

            	
              07/25/11

            	
              817,841.03

            
	
              07/25/11

            	
              08/25/11

            	
              800,314.18

            
	
              08/25/11

            	
              09/25/11

            	
              783,188.54

            
	
              09/25/11

            	
              10/25/11

            	
              766,454.21

            
	
              10/25/11

            	
              11/25/11

            	
              750,101.52

            
	
              11/25/11

            	
              12/25/11

            	
              734,121.10

            
	
              12/25/11

            	
              01/25/12

            	
              718,503.79

            
	
              01/25/12

            	
              02/25/12

            	
              703,240.70

            
	
              02/25/12

            	
              03/25/12

            	
              688,323.15

            
	
              03/25/12

            	
              04/25/12

            	
              673,742.71

            
	
              04/25/12

            	
              05/25/12

            	
              659,491.15

            
	
              05/25/12

            	
              06/25/12

            	
              645,560.47

            
	
              06/25/12

            	
              07/25/12

            	
              631,837.19

            
	
              07/25/12

            	
              08/25/12

            	
              613,242.22

            
	
              08/25/12

            	
              09/25/12

            	
              576,455.39

            
	
              09/25/12

            	
              Termination
                Date

            	
              452,904.34

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Annex
      A

    


    Paragraph
      13 of the Credit Support Annex

    


    


    


    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ANNEX
      A

    


    


    ISDA®

    CREDIT
      SUPPORT ANNEX

    to
      the
      Schedule to the

    ISDA
      Master Agreement

    dated
      as
      of October 30, 2007 between

    Bear
      Stearns Financial Products Inc. (hereinafter referred to as “Party
      A” or “Pledgor”)

    and

    Wells
      Fargo Bank, N.A., not in its
      individual capacity but solely as Supplemental Interest Trust Trustee on behalf
      of the Supplemental Interest Trust with respect to the Soundview Home Loan
      Trust
      2007-OPT5, Asset-Backed Certificates, Series 2007-OPT5 (hereinafter
      referred to as “Party B” or “Secured
      Party”)

    


    For
      the
      avoidance of doubt, and notwithstanding anything to the contrary that may be
      contained in the Agreement, this Credit Support Annex shall relate solely to
      the
      Transaction documented in the Confirmation dated October 30, 2007, between
      Party
      A and Party B, Reference Number FXNEC10026.

    


     

    Paragraph
      13.  Elections and Variables.

     

    
      	
              (a)  

            	
              Security
                Interest for “Obligations”.  The term
                “Obligations” as used in this
                Annex includes the following additional
                obligations:

            


    

     

    With
      respect to Party A: not applicable.

     

    With
      respect to Party B: not applicable.

     

    
      	
              (b)  

            	
              Credit
                Support Obligations.

            


    

     

    
      	
              (i)  

            	
              Delivery
                Amount, Return Amount and Credit Support
                Amount.

            


    

     

    
      	
              (A)  

            	
              “Delivery
                Amount” has the meaning specified in
                Paragraph 3(a), except that:

            


    

     

    
      	
               

            	
              (I)

            	
              the
                words “upon a demand made by the Secured Party on or promptly following
                a
                Valuation Date” shall be deleted and replaced with the words “not later
                than the close of business on each Valuation
                Date”,

            


    

     

    
      	
               

            	
              (II)

            	
              the
                sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                “(ii) the Value as of that Valuation Date of all Posted Credit Support
                held by the Secured Party.” shall be deleted in its entirety and replaced
                with the following:

            


    

     

    “The
      “Delivery Amount” applicable to the
      Pledgor for any Valuation Date will equal the greater of

     

    
      	
               

            	
              (1)

            	
              the
                amount by which (a) the S&P Credit Support Amount for such Valuation
                Date exceeds (b) the S&P Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party,
                and

            


    

     

    
      	
               

            	
              (2)

            	
              the
                amount by which (a) the Moody’s Credit Support Amount for such Valuation
                Date exceeds (b) the Moody’s Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party.”,
                and

            


    

     

    
      	
               

            	
              (III)

            	
              if,
                on any Valuation Date, the Delivery Amount equals or exceeds the
                Pledgor’s
                Minimum Transfer Amount, the Pledgor will Transfer to the Secured
                Party
                sufficient Eligible Credit Support to ensure that, immediately following
                such transfer, the Delivery Amount shall be
                zero.

            


    

     

    
      	
              (B)  

            	
              “Return
                Amount” has the meaning specified in Paragraph 3(b), except
                that:

            


    

     

    
      	
               

            	
              (I)

            	
              the
                sentence beginning “Unless otherwise specified in Paragraph 13” and ending
                “(ii) the Credit Support Amount.” shall be deleted in its entirety and
                replaced with the following:

            


    

     

    “The
      “Return Amount” applicable to the Secured Party for
      any Valuation Date will equal the lesser of

     

    
      	
               

            	
              (1)

            	
              the
                amount by which (a) the S&P Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party exceeds (b) the S&P
                Credit Support Amount for such Valuation Date,
                and

            


    

     

    
      	
               

            	
              (2)

            	
              the
                amount by which (a) the Moody’s Value, as of such Valuation Date, of all
                Posted Credit Support held by the Secured Party exceeds (b) the Moody’s
                Credit Support Amount for such Valuation Date.”,
                and

            


    

     

    
      	
               

            	
              (II)

            	
              in
                no event shall the Secured Party be required to Transfer any Posted
                Credit
                Support under Paragraph 3(b) if, immediately following such transfer,
                the
                Delivery Amount would be greater than
                zero.

            


    

     

    
      	
              (C)  

            	
              The
                definition of“Credit Support Amount” shall be
                deleted.

            


    

     

    
      	
              (ii)  

            	
              Eligible
                Collateral.

            


    

     

    The
      items
      set forth on the schedule of Eligible Collateral attached as Schedule A hereto
      will qualify as “Eligible Collateral” (for the
      avoidance of doubt, all Eligible Collateral to be denominated in
      USD).

     

    
      	
              (iii)  

            	
              Other
                Eligible Support.

            


    

     

    The
      following items will qualify as “Other Eligible
      Support” for the party specified:

     

    Not
      applicable.

     

    
      	
              (iv)  

            	
              Threshold.

            


    

     

    
      	
              (A)  

            	
              “Independent
                Amount” means zero with respect to Party A and Party
                B.

            


    

     

    
      	
              (B)  

            	
              “Moody’s
                Threshold” means, with respect to Party A and any Valuation
                Date, if a Moody’s First Trigger Downgrade Event has occurred and is
                continuing and such Moody’s First Trigger Downgrade Event has been
                continuing (i) for at least 30 Local Business Days or (ii) since
                this
                Annex was executed, zero; otherwise,
                infinity.

            


    

     

    “S&P
      Threshold” means, with respect to Party A and any Valuation Date,
      if  an S&P Approved Ratings Downgrade Event has occurred and is
      continuing and such S&P Approved Ratings Downgrade Event has been continuing
      (i) for at least 10 Local Business Days or (ii) since this Annex was executed,
      zero; otherwise, infinity.

     

    “Threshold”
      means, with respect to Party B and any Valuation Date, infinity.

     

    
      	
              (C)  

            	
              “Minimum
                Transfer Amount” means USD 100,000 with respect to Party A
                and Party B; provided, however, that if the aggregate Certificate
                Principal Balance of any Certificates and the aggregate principal
                balance
                of any Notes rated by S&P is at the time of any transfer less than USD
                50,000,000, the “Minimum Transfer Amount” shall
                be USD 50,000.

            


    

     

    
      	
              (D)  

            	
              Rounding:
                The Delivery Amount will be rounded up to the nearest integral multiple
                of
                USD 10,000. The Return Amount will be rounded down to the nearest
                integral
                multiple of USD 10,000.

            


    

     

    
      	
              (c)  

            	
              Valuation
                and Timing.

            


    

     

    
      	
              (i)  

            	
              “Valuation
                Agent” means Party A.

            


    

     

    
      	
              (ii)  

            	
              “Valuation
                Date” means each Local Business Day on which any of the
                S&P Threshold or the Moody’s Threshold is
                zero.

            


    

     

    
      	
              (iii)  

            	
              “Valuation
                Time” means the close of business in the city of the
                Valuation Agent on the Local Business Day immediately preceding the
                Valuation Date or date of calculation, as applicable; provided
                that the calculations of Value and Exposure will be made as of
                approximately the same time on the same date.  The Valuation
                Agent will notify each party (or the other party, if the Valuation
                Agent
                is a party) of its calculations not later than the Notification Time
                on
                the applicable Valuation Date (or in the case of Paragraph 6(d),
                the Local
                Business Day following the day on which such relevant calculations
                are
                performed).”

            


    

     

    
      	
              (iv)  

            	
              “Notification
                Time” means 11:00 a.m., New York time, on a Local Business
                Day.

            


    

     

    
      	
              (d)  

            	
              Conditions
                Precedent and Secured Party’s Rights and
                Remedies.  The following Termination Events will
                be a “Specified Condition” for the party
                specified (that party being the Affected Party if the Termination
                Event
                occurs with respect to that party):  With respect to Party A and
                Party B: None.

            


    

     

    
      	
              (e)  

            	
              Substitution.

            


    

     

    
      	
              (i)  

            	
              “Substitution
                Date” has the meaning specified in Paragraph
                4(d)(ii).

            


    

     

    
      	
              (ii)  

            	
              Consent.  If
                specified here as applicable, then the Pledgor must obtain the Secured
                Party’s consent for any substitution pursuant to Paragraph
                4(d):  Inapplicable.

            


    

     

    
      	
              (f)  

            	
              Dispute
                Resolution.

            


    

     

    
      	
              (i)  

            	
              “Resolution
                Time” means 1:00 p.m. New York time on the Local Business
                Day following the date on which the notice of the dispute is given
                under
                Paragraph 5.

            


    

     

    
      	
              (ii)  

            	
              Value.  Notwithstanding
                anything to the contrary in Paragraph 12, for the purpose of Paragraphs
                5(i)(C) and 5(ii), the S&P Value and Moody’s Value, on any date, of
                Eligible Collateral other than Cash will be calculated as
                follows:

            


    

     

    For
      Eligible Collateral other than Cash in the form of securities listed in Schedule
      A: the sum of (A) the product of (1)(x) the bid-side quotation at the Valuation
      Time for such securities on the principal national securities exchange on which
      such securities are listed, or (y) if such securities are not listed on a
      national securities exchange, the arithmetic mean of the bid-side quotations
      for
      such securities quoted at the Valuation Time by any three principal market
      makers for such securities selected by the Valuation Agent, provided that if
      only two bid-side quotations are obtained, then the arithmetic mean of such
      two
      bid-side quotations will be used, and if only one bid-side quotation is
      obtained, such quotation shall be used, or (z) if no such bid price is listed
      or
      quoted for such date, the bid price listed or quoted (as the case may be) at
      the
      Valuation Time for the day next preceding such date on which such prices were
      available and (2) the applicable Valuation Percentage for such Eligible
      Collateral, and (B) the accrued interest on such securities (except to the
      extent Transferred to the Pledgor pursuant to Paragraph 6(d)(ii) or included
      in
      the applicable price referred to in the immediately preceding clause (A)) as
      of
      such date.

     

    For
      Cash,
      the amount thereof multiplied, in the case of the S&P Value, by the
      applicable S&P Valuation Percentage.

     

    
      	
              (iii)  

            	
              Alternative.  The
                provisions of Paragraph 5 will
                apply.

            


    

     

    
      	
              (g)  

            	
              Holding
                and Using Posted
                Collateral.

            


    

     

    
      	
              (i)  

            	
              Eligibility
                to Hold Posted Collateral; Custodians. Party B (or its
                Custodian) will be entitled to hold Posted Collateral pursuant to
                Paragraph 6(b), provided that the following conditions applicable
                to it
                are satisfied:

            


    

     

    
      	
               

            	
              (1)

            	
              it
                is not a Defaulting Party.

            


    

     

    
      	
               

            	
              (2)

            	
              Posted
                Collateral consisting of Cash or certificated securities that cannot
                be
                paid or delivered by book-entry may be held only in any state of
                the
                United States which has adopted the Uniform Commercial Code,
                and

            


    

     

    
      	
               

            	
              (3)

            	
              in
                the case of any Custodian for Party B, such Custodian (or, to the
                extent
                applicable, its parent company or credit support provider) shall
                then have
                credit ratings from S&P at least equal to the Custodian Required
                Rating Threshold. If at any time the Custodian does not have credit
                ratings from S&P at least equal to the Custodian Required Rating
                Threshold, the Trustee must within 60 days obtain a replacement Custodian
                with credit ratings from S&P at least equal to the Custodian Required
                Rating Threshold.

            


    

     

    Initially,
      the Custodian for Party B is: Supplemental Interest Trust
      Trustee

     

    
      	
              (ii)  

            	
              Amendment
                of Paragraph 6(c:)Use of Posted
                Collateral. Paragraph 6(c) shall be deleted in its
                entirety and replaced with the
                following:

            


    

     

    “Without
      limiting the rights and obligaitons of the parties under Paragraphs 3, 4(d)(ii),
      5, 6(b)(i), 6(d)8, and any other provision of this Agreement the Secured Party
      will not be permitted to sell, pledge, rehypothecate, assign, invest (other
      than
      in accordance with Paragraph 13(h)(i), lend or otherwise dispose of, or
      otherwise use in its business (other than uses incidental to its holding of
      Posted Collateral hereunder) any Posted Collateral it holds; provided that
      (1)
      if Pledgor delivers Posted Collateral in book-entry form, Secured Party will
      have the right to register any Posted Collateral in the name of the Secured
      Party, its Custodian or a nominee for either and (2) the Secured Party shall
      have no obligations under this paragraph in relation to Posted Collateral which
      it has liquidated or Set-off in accordance with Paragraph 8(a).”

     

    
      	
              (h)  

            	
              Distributions
                and Interest Amount.

            


    

     

    
      	
              (i)  

            	
              Interest
                Rate.  The “Interest
                Rate” will be the actual interest rate earned on Posted
                Collateral in the form of Cash that is held by Party B or its Custodian.
                Posted Collateral in the form of Cash shall be invested in such overnight
                (or redeemable within two Local Business Days of demand) Permitted
                Investments rated at least (x) AAAm or AAAm-G by S&P and (y) Prime-1
                by Moody’s or Aaa by Moody’s, as directed by Party A.  Gains and
                losses incurred in respect of any investment of Posted Collateral
                in the
                form of Cash in Permitted Investments as directed by Party A shall
                be for
                the account of Party A.

            


    

     

    
      	
              (ii)  

            	
              Amendment
                of Paragraph 6(d)(i) – Distributions.  Paragraph
                6(d)(i) shall be deleted in its entirety and replaced with the
                following:

            


    

     

    “Distributions.  Subject
      to Paragraph 4(a), if Party B receives Distributions on a Local Business Day,
      it
      will Transfer to Party A not later than the following Local Business Day any
      Distributions it receives to the extent that a Delivery Amount would not be
      created or increased by that Transfer, as calculated by the Valuation Agent
      (and
      the date of calculation will be deemed to be a Valuation Date for this purpose).
      ”

     

    
      	
              (iii)  

            	
              Amendment
                of Paragraph 6(d)(ii) – Interest Amount.  Clause
                (d)(ii) of Paragraph 6 shall be amended and restated to read in its
                entirety as follows:

            


    

     

    
      	
               

            	
              “(ii)
                Interest Amount.  In lieu of any interest,
                dividends or other amounts paid with respect to Posted Collateral
                in the
                form of Cash (all of which may be retained by the Secured Party),
                the
                Secured Party will Transfer to the Pledgor on the 20th day of each
                calendar month (or if such day is not a Local Business Day, the next
                Local
                Business Day) the Interest Amount.  Any Interest Amount or
                portion thereof actually received by Party B, but not Transferred
                pursuant
                to this Paragraph will constitute Posted Collateral in the form of
                Cash
                and will be subject to the security interest granted under Paragraph
                2.  For purposes of calculating the Interest Amount the amount
                of interest calculated for each day of the interest period shall
                be
                compounded monthly.”  Secured Party shall not be obligated to
                transfer any Interest Amount unless and until it has received such
                amount.

            


    

     

    
      	
              (i)  

            	
              Additional
                Representation(s).  There are no additional
                representations by either party.

            


    

     

    
      	
              (j)  

            	
              Other
                Eligible Support and Other Posted
                Support.

            


    

     

    
      	
              (i)  

            	
              “Value”
                with respect to Other Eligible Support and Other Posted Support means:
                not
                applicable.

            


    

     

    
      	
              (ii)  

            	
              “Transfer”
                with respect to Other Eligible Support and Other Posted Support means:
                not
                applicable.

            


    

     

    
      	
              (k)  

            	
              Demands
                and Notices.All demands, specifications and notices under
                this Annex will be made pursuant to the Notices Section of this Agreement,
                except that any demand, specification or notice shall be given to
                or made
                at the following addresses, or at such other address as the relevant
                party
                may from time to time designate by giving notice (in accordance with
                the
                terms of this paragraph) to the other
                party:

            


    

     

    If
      to
      Party A, at the address specified pursuant to the Notices Section of this
      Agreement.

     

    If
      to
      Party B, at the address specified pursuant to the Notices Section of this
      Agreement.

     

    If
      to
      Party B’s Custodian:  at the address designated in writing from time
      to time.

     

    
      	
              (l)  

            	
              Address
                for Transfers.  Each Transfer hereunder shall be
                made to the address specified below or to an address specified in
                writing
                from time to time by the party to which such Transfer will be
                made.

            


    

     

    Party
      A
      account details for holding collateral:

     

    Citibank,
      N.A., New York

    ABA
      Number: 021-0000-89, for the account of Bear, Stearns Securities
      Corp.

    Account
      Number: 0925-3186, for further credit to Bear Stearns Financial Products
      Inc.

    Sub-account
      Number: 102-04654-1-3

    Attention:
      Derivatives Department

    


    Party
      B’s
      Custodian account details for holding collateral:

     

    Wells
      Fargo Bank, N.A.

    ABA
      Number 121000248

    Account
      Number 3970771416

    Account
      Name: SAS Clearing

    FFC
      to:
      53184806

    Attention:
      Client Manager Soundview 2007-OPT5

    


    
      	
              (m)  

            	
              Other
                Provisions.

            


    

     

    
      	
              (i)  

            	
              Posted
                Collateral Account.  Party B shall open and
                maintain a segregated account, and hold, record and identify all
                Posted
                Collateral in such segregated
                account.

            


    

     

    
      	
              (ii)  

            	
              Agreement
                as to Single Secured Party and Single Pledgor. Party A and
                Party B hereby agree that, notwithstanding anything to the contrary
                in
                this Annex, (a) the term “Secured Party” as used in this Annex means only
                Party B, (b) the term “Pledgor” as used in this Annex means only Party A,
                (c) only Party A makes the pledge and grant in Paragraph 2, the
                acknowledgement in the final sentence of Paragraph 8(a) and the
                representations in Paragraph 9.

            


    

     

    
      	
              (iii)  

            	
              Calculation
                of Value.  Paragraph 4(c) is hereby amended by
                deleting the word “Value” and inserting in lieu thereof “S&P Value,
                Moody’s Value”.  Paragraph 4(d)(ii) is hereby amended by (A)
                deleting the words “a Value” and inserting in lieu thereof “an S&P
                Value, Moody’s Value” and (B) deleting the words “the Value” and inserting
                in lieu thereof “S&P Value, Moody’s Value”.  Paragraph 5
                (flush language) is hereby amended by deleting the word “Value” and
                inserting in lieu thereof “S&P Value, Moody’s
                Value”.  Paragraph 5(i) (flush language) is hereby amended by
                deleting the word “Value” and inserting in lieu thereof “S&P Value,
                Moody’s Value”.  Paragraph 5(i)(C) is hereby amended by deleting
                the word “the Value, if” and inserting in lieu thereof “any one or more of
                the S&P Value, Moody’s Value, as may be”.  Paragraph 5(ii)
                is hereby amended by (1) deleting the first instance of the words
“the
                Value” and inserting in lieu thereof “any one or more of the S&P
                Value, Moody’s Value” and (2) deleting the second instance of the words
                “the Value” and inserting in lieu thereof “such disputed S&P Value,
                Moody’s Value”.  Each of Paragraph 8(b)(iv)(B) and Paragraph
                11(a) is hereby amended by deleting the word “Value” and inserting in lieu
                thereof “least of the S&P Value, Moody’s
                Value”.

            


    

     

    
      	
              (iv)  

            	
              Form
                of Annex. Party A and Party B hereby
                agree that the text of Paragraphs 1 through 12, inclusive, of this
                Annex
                is intended to be the printed form of ISDA Credit Support Annex (Bilateral
                Form - ISDA Agreements Subject to New York Law Only version) as published
                and copyrighted in 1994 by the International Swaps and Derivatives
                Association, Inc.

            


    

     

    
      	
              (v)  

            	
              Events
                of Default.  Clause (iii) of Paragraph 7 shall not
                apply to Party B.

            


    

     

    
      	
              (vi)  

            	
              Expenses.  Notwithstanding
                anything to the contrary in Paragraph 10, the Pledgor will be responsible
                for, and will reimburse the Secured Party for, all transfer and other
                taxes and other costs involved in maintenance and any Transfer of
                Eligible
                Collateral.

            


    

     

    
      	
              (vii)  

            	
              Withholding.  Paragraph
                6(d)(ii) is hereby amended by inserting immediately after “the Interest
                Amount” in the fourth line thereof  the words “less any
                applicable withholding taxes.”

            


    

     

    
      
        	
                (ix)  

              	
                Additional
                  Definitions.  As used in this
                  Annex:

              


      

    

             

    “Custodian
      Required Rating Threshold” means, with respect to an entity, a
      short-term unsecured and unsubordinated debt rating from S&P of “A-1,” or,
      if such entity does not have a short-term unsecured and unsubordinated debt
      rating from S&P, a long-term unsecured and unsubordinated debt rating or
      counterparty rating from S&P of “A+”.

     

    “DV01”
      means, with respect to a Transaction and any date of determination, the
      estimated change in the Secured Party’s Transaction Exposure with respect to
      such Transaction that would result from a one basis point change in the relevant
      swap curve on such date, as determined by the Valuation Agent in good faith
      and
      in a commercially reasonable manner in accordance with the relevant methodology
      customarily used by the Valuation Agent.  The Valuation Agent shall,
      upon request of Party B, provide to Party B a statement showing in reasonable
      detail such calculation.

     

    “Exposure”
      has the meaning specified in Paragraph 12, except that  (1) after the word
“Agreement” the words “(assuming, for this purpose only, that Part 1(f)(i)(A-E)
      of the Schedule is deleted)” shall be inserted and (2) at the end of the
      definition of Exposure, the words "without assuming that the terms of such
      Replacement Transactions are materially less beneficial for Party B than the
      terms of this Agreement" shall be added.

     

    “Local
      Business Day” means, for purposes of this Annex: any day on which
      (A) commercial banks are open for business (including dealings in foreign
      exchange and foreign currency deposits) in New York and the location of Party
      A,
      Party B and any Custodian, and (B) in relation to a Transfer of Eligible
      Collateral, any day on which the clearance system agreed between the parties
      for
      the delivery of Eligible Collateral is open for acceptance and execution of
      settlement instructions (or in the case of a Transfer of Cash or other Eligible
      Collateral for which delivery is contemplated by other means a day on which
      commercial banks are open for business (including dealings in foreign exchange
      and foreign deposits) in New York and the location of Party A, Party B and
      any
      Custodian.

     

    “Moody’s
      Credit Support Amount” means, for any
      Valuation Date:

     

    
      	
               

            	
              (A)

            	
              if
                the Moody’s Threshold for such Valuation Date is zero and (i) it is not
                the case that a Moody’s Second Trigger Downgrade Event has occurred and is
                continuing or (ii) a Moody’s Second Trigger Downgrade Event has occurred
                and is continuing and less than 30 Local Business Days have elapsed
                since
                such Moody’s Second Trigger Downgrade Event first occurred, an amount
                equal to the greater of (x) zero and (y) the sum of the Secured Party’s
                Exposure and the aggregate of Moody’s First Trigger Additional Amounts for
                all Transactions and such Valuation
                Date;

            


    

     

    
      	
               

            	
              (B)

            	
              if
                the Moody’s Threshold for such Valuation Date is zero and if a Moody’s
                Second Trigger Downgrade Event has occurred and is continuing and
                at least
                30 Local Business Days have elapsed since such Moody’s Second Trigger
                Downgrade Event first occurred, an amount equal to  the greatest
                of (x) zero, (y) the aggregate amount of the Next Payments for all
                Next
                Payment Dates, and (z) the sum of the Secured Party’s Exposure and the
                aggregate of Moody’s Second Trigger Additional Amounts for all
                Transactions and such Valuation Date;
                or

            


    

     

    
      	
               

            	
              (C)

            	
              if
                the Moody’s Threshold for such Valuation Date is infinity,
                zero.

            


    

     

    “Moody’s
      First Trigger Additional Amount” means, for any
      Valuation Date and any Transaction, the lesser of (x) the product of the Moody’s
      First Trigger DV01 Multiplier and DV01 for such Transaction and such Valuation
      Date and (y) the product of (i) the Moody’s First Trigger Notional Amount
      Multiplier, (ii) the Scale Factor, if any, for such Transaction, or, if no
      Scale
      Factor is applicable for such Transaction, one and (iii) the Notional Amount
      for
      such Transaction for the Calculation Period for such Transaction (each as
      defined in the related Confirmation) which includes such Valuation
      Date.

     

    “Moody’s
      First Trigger Downgrade Event” means that no Relevant Entity has
      credit ratings from Moody’s at least equal to the Moody’s First Trigger Ratings
      Threshold.

     

    “Moody’s
      First Trigger DV01 Multiplier” means 15.

     

    “Moody’s
      First Trigger Notional Amount Multiplier” means 2%.

     

    “Moody’s
      First Trigger Value” means, on any date and with respect to any
      Eligible Collateral other than Cash, the bid price obtained by the Valuation
      Agent multiplied by the Moody’s First Trigger Valuation Percentage for such
      Eligible Collateral set forth in Schedule A.

     

    “Moody’s
      Second Trigger Additional Amount” means, for any Valuation Date
      and any Transaction,

     

    
      	
               

            	
              (A)

            	
              if
                such Transaction is not a Transaction-Specific Hedge, the lesser
                of (i)
                the product of the Moody’s Second Trigger DV01 Multiplier and DV01 for
                such Transaction and such Valuation Date and (ii) the product of
                (1) the
                Moody’s Second Trigger Notional Amount Multiplier, (2) the Scale Factor,
                if any, for such Transaction, or, if no Scale Factor is specified
                in such
                Transaction, one and (3) the Notional Amount for such Transaction
                for the
                Calculation Period for such Transaction (each as defined in the related
                Confirmation) which includes such Valuation Date;
                or

            


    

     

    
      	
               

            	
              (B)

            	
              if
                such Transaction is a Transaction-Specific Hedge, the lesser of (i)
                the
                product of the Moody’s Second Trigger Transaction-Specific Hedge DV01
                Multiplier and DV01 for such Transaction and such Valuation Date
                and (ii)
                the product of (x) the Moody’s Second Trigger Transaction-Specific Hedge
                Notional Amount Multiplier, (y) the Scale Factor, if any, for such
                Transaction, or, if no Scale Factor is applicable for such Transaction,
                one, and (z) the Notional Amount for such Transaction for the Calculation
                Period for such Transaction (each as defined in the related Confirmation)
                which includes such Valuation Date.

            


    

     

    “Moody’s
      Second Trigger DV01 Multiplier” means 50.

     

    “Moody’s
      Second Trigger Notional Amount Multiplier” means 8%.

     

    “Moody’s
      Second Trigger Transaction-Specific Hedge DV01 Multiplier” means
      65.

     

    “Moody’s
      Second Trigger Transaction-Specific Hedge Notional Amount
      Multiplier” means 10%.

     

    “Moody’s
      Valuation Percentage” means, with respect to a Valuation Date and
      each item of Eligible Collateral,

     

    
      	
               

            	
              (A)

            	
              if
                the Moody’s Threshold for such Valuation Date is zero and (i) it is not
                the case that a Moody’s Second Trigger Downgrade Event has occurred and is
                continuing or (ii) a Moody’s Second Trigger Downgrade Event has occurred
                and is continuing and less than 30 Local Business Days have elapsed
                since
                such Moody’s Second Trigger Downgrade Event first occurred, the
                corresponding percentage for such Eligible Collateral in the column
                headed
                “Moody’s First Trigger Valuation Percentage”,
                or

            


    

     

    
      	
               

            	
              (B)

            	
              if
                a Moody’s Second Trigger Downgrade Event has occurred and is continuing
                and at least 30 Local Business Days have elapsed since such Moody’s Second
                Trigger Downgrade Event first occurred, the corresponding percentage
                for
                such Eligible Collateral in the column headed “Moody’s Second Trigger
                Valuation Percentage.

            


    

     

    “Moody’s
      Value” means, on any date and with respect to any Eligible
      Collateral the product of (x) the bid price obtained by the Valuation Agent
      and
      (y) the applicable Moody’s Valuation Percentage for such Eligible Collateral set
      forth in Schedule A.

     

    “Next
      Payment” means, in respect of each Next Payment Date, the greater
      of (i) the aggregate amount of any payments due to be made by Party A under
      Section 2(a) on such Next Payment Date less the aggregate amount of any payments
      due to be made by Party B under Section 2(a) on such Next Payment Date (any
      such
      payments determined based on rates prevailing the date of determination) and
      (ii) zero.

     

    “Next
      Payment Date” means each date on which the next scheduled payment
      under any Transaction is due to be paid.

     

    “Replacement
      Transaction” for the purposes of this
      Annex, means, with respect to any Terminated Transaction or group
      of Terminated Transactions, a transaction or group of transactions that would
      have the effect of preserving for the Secured Party the economic equivalent
      of
      any payment or delivery (whether the underlying obligation was absolute or
      contingent and assuming the satisfaction of each applicable condition precedent)
      by the parties under Section 2(a)(i) in respect of such Terminated Transaction
      or group of Terminated Transactions that would, but for the occurrence of the
      relevant Early Termination Date, have been required after that date, without
      assuming that the terms of such transaction or group of transactions are
      materially less beneficial for Party B than the terms of the Terminated
      Transaction or group of Terminated Transactions.

     

    “S&P
      Approved Ratings Downgrade Event” means that no Relevant Entity
      has credit ratings from S&P at least equal to the S&P Approved Ratings
      Threshold.

     

    “S&P
      Credit Support Amount” means, for any Valuation Date:

     

    
      	
               

            	
              (A)

            	
              if
                the S&P Threshold for such Valuation Date is zero and it is not the
                case that an S&P Required Ratings Downgrade Event has occurred and
                been continuing for at least 10 Local Business Days, an amount equal
                to
                the greater of (x) zero and (y) than Secured Party’s Exposure on such
                Valuation Date;

            


    

     

    
      	
               

            	
              (B)

            	
              if
                the S&P Threshold for such Valuation Date is zero and it is the case
                that an S&P Required Ratings Downgrade Event has occurred and been
                continuing for at least 10 Local Business Days, an amount equal to
                the
                greater of (x) zero and (y) 125% of the Secured Party’s Exposure on such
                Valuation Date; or

            


    

     

    
      	
               

            	
               (C)

            	
              if
                the S&P Threshold for such Valuation Date is infinity,
                zero.

            


    

     

    “S&P
      Valuation Percentage” means, with respect to a Valuation Date and
      each item of Eligible Collateral,

     

    
      	
               

            	
              (A)

            	
              if
                the S&P Threshold for such Valuation Date is zero and it is not the
                case that an S&P Required Ratings Downgrade Event has occurred and
                been continuing for at least 10 Local Business Days, the corresponding
                percentage for such Eligible Collateral in the column headed “S&P
                Approved Ratings Valuation Percentage;”
or

            


    

     

    
      	
               

            	
              (B)

            	
              if
                an S&P Required Ratings Downgrade Event has occurred and been
                continuing for at least 10 Local Business Days, the corresponding
                percentage for such Eligible Collateral in the column headed “S&P
                Required Ratings Valuation
                Percentage”.

            


    

     

    “S&P
      Value” means, on any date and with respect to any Eligible
      Collateral, (A) in the case of Eligible Collateral other than Cash, the product
      of (x) the bid price obtained by the Valuation Agent for such Eligible
      Collateral and (y) the applicable S&P Valuation Percentage for such Eligible
      Collateral set forth in Schedule A and (B) in the case of Cash, the amount
      thereof multiplied by the applicable S&P Valuation Percentage.

     

    “Transaction
      Exposure” means, for any Transaction, Exposure determined as if
      such Transaction were the only Transaction between the Secured Party and the
      Pledgor.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    “Transaction-Specific
      Hedge” means any Transaction that is (i) an interest rate swap in
      respect of which (x) the notional amount of the interest rate swap is “balance
      guaranteed” or (y) the notional amount of the interest rate swap for any
      Calculation Period (as defined in the related Confirmation) otherwise is not
      a
      specific dollar amount that is fixed at the inception of the Transaction, (ii)
      an interest rate cap, (iii) an interest rate floor or (iv) an interest rate
      swaption.

     

    “Valuation
      Percentage” shall mean, for purposes of determining the S&P
      Value or Moody’s Value with respect to any Eligible Collateral or Posted
      Collateral, the applicable S&P Valuation Percentage or Moody’s Valuation
      Percentage for such Eligible Collateral or Posted Collateral, respectively,
      in
      each case as set forth in Schedule A.

     

    “Value”
      shall mean, in respect of any date, the related S&P Value and the related
      Moody’s Value.

     

    


     

    [Remainder
      of this page intentionally left blank]

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have
      executed this Annex by their duly authorized representatives as of the date
      of
      the Agreement.

     

    
      	
              Bear
                Stearns Financial Products Inc.

               

            	
              Wells
                Fargo Bank, N.A., not in its individual capacity but solely as
                Supplemental Interest Trust Trustee on behalf of the Supplemental
                Interest
                Trust with respect to the Soundview Home Loan Trust 2007-OPT5,
                Asset-Backed Certificates, Series 2007-OPT5

               

               

               

            


    

    
      	 	 	 	 	 	 
	By:	
               

            	 	By:	
               

            	 
	 	
              Name:

            	 	 	
              Name: 

            	 
	 	
              Title: 

            	 	 	
              Title:

            	 
	 	
              Date:

            	 	 	
              Date:

            	 


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      A

    Eligible
      Collateral

     

    
      	
               

              ISDA
                Collateral 

              Asset
                Definition 

              (ICAD)
                Code

            	
              Remaining
                

              Maturity
                

              in
                Years

            	
              S&P

              Valuation
                

              Approved
                

              Ratings

              Percentage

            	
              S&P
                

              Required
                

              Ratings
                

              Valuation
                

              Percentage

            	
              Moody’s

              First
                Trigger 

              Valuation
                

              Percentage

            	
              Moody’s

              Second
                Trigger

              Valuation
                

              Percentage

            
	
              (A)  US-CASH

            	
              N/A

            	
              100%

            	
              80%

            	
              100%

            	
              100%

            
	
              (B)  
                US-TBILL

                     
                US-TNOTE

                     
                US-TBOND

            	 	 	 	 	 
	 	
              1
                or less

            	
              98.9%

            	
              79.1%

            	
              100%

            	
              100%

            
	 	
              More
                than 1 but not more than 2

            	
              98%

            	
              78.4%

            	
              100%

            	
              99%

            
	 	
              More
                than 2 but not more than 3

            	
              98%

            	
              78.4%

            	
              100%

            	
              98%

            
	 	
              More
                than 3 but not more than 5

            	
              98%

            	
              78.4%

            	
              100%

            	
              97%

            
	 	
              More
                than 5 but not more than 7

            	
              93.7%

            	
              75%

            	
              100%

            	
              96%

            
	 	
              More
                than 7 but not more than 10

            	
              92.6%

            	
              74.1%

            	
              100%

            	
              94%

            
	 	
              More
                than 10 but not more than 20

            	
              91.1%

            	
              72.9%

            	
              100%

            	
              90%

            
	 	
              More
                than 20

            	
              88.6%

            	
              70.9%

            	
              100%

            	
              88%

            
	
              (C)  US-GNMA

                     US-FNMA

                     US-FHLMC

            	 	 	 	 	 
	 	
              1
                or less

            	
              98.5%

            	
              78.8%

            	
              100%

            	
              99%

            
	 	
              More
                than 1 but not more than 2

            	
              98%

            	
              78.4%

            	
              100%

            	
              99%

            
	 	
              More
                than 2 but not more than 3

            	
              98%

            	
              78.4%

            	
              100%

            	
              98%

            
	 	
              More
                than 3 but not more than 5

            	
              98%

            	
              78.4%

            	
              100%

            	
              96%

            
	 	
              More
                than 5 but not more than 7

            	
              92.6%

            	
              74.1%

            	
              100%

            	
              93%

            
	 	
              More
                than 7 but not more than 10

            	
              92.6%

            	
              74.1%

            	
              100%

            	
              93%

            
	 	
              More
                than 10 but not more than 20

            	
              87.7%

            	
              70.2%

            	
              100%

            	
              89%

            
	 	
              More
                than 20

            	
              84.4%

            	
              67.5%

            	
              100%

            	
              87%

            


    

    


    The
      ISDA Collateral Asset Definition (ICAD) Codes used in this Schedule A are taken
      from the Collateral Asset Definitions (First Edition – June 2003) as published
      and copyrighted in 2003 by the International Swaps and Derivatives Association,
      Inc.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      R

    


    SERVICING
      CRITERIA TO BE ADDRESSED

    IN
      ASSESSMENT OF COMPLIANCE

    


    Definitions

    Primary
      Servicer – transaction party having borrower contact

    Master
      Servicer – aggregator of pool assets

    Securities
      Administrator – waterfall calculator (may be the Trustee, or may be the Master
      Servicer)

    Back-up
      Servicer – named in the transaction (in the event a Back up Servicer becomes the
      Primary Servicer, follow Primary Servicer obligations)

    Custodian
      – safe keeper of pool assets

    Paying
      Agent – distributor of funds to ultimate investor

    Trustee
–
      fiduciary of the transaction

    


    Note:  The
      definitions above describe the essential function that the party performs,
      rather than the party’s title.  So, for example, in a particular
      transaction, the trustee may perform the “paying agent” and “securities
      administrator” functions, while in another transaction, the securities
      administrator may perform these functions.

    


    Where
      there are multiple checks for criteria the attesting party will identify in
      their management assertion that they are attesting only to the portion of the
      distribution chain they are responsible for in the related transaction
      agreements.

    


    Key:         X
      – obligation

    [X]
–
under
      consideration for
      obligation

    


    
      	
              
                Reg
                  AB Reference

              

            	
              
                Servicing
                  Criteria

              

            	
              
                Primary
                  Servicer

              

            	
              
                Master
                  Servicer

              

            	
              
                Trustee

              

            
	 	
              General
                Servicing Considerations

            	 	 	 
	
              1122(d)(1)(i)

            	
              Policies
                and procedures are instituted to monitor any performance or other
                triggers
                and events of default in accordance with the transaction
                agreements.

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(1)(ii)

            	
              If
                any material servicing activities are outsourced to third parties,
                policies and procedures are instituted to monitor the third party’s
                performance and compliance with such servicing activities.

            	
              To
                the extent applicable

            	
              X

            	 
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the Pool Assets are maintained.

            	 	 	 
	
              1122(d)(1)(iv)

            	
              A
                fidelity bond and errors and omissions policy is in effect on the
                party
                participating in the servicing function throughout the reporting
                period in
                the amount of coverage required by and otherwise in accordance with
                the
                terms of the transaction agreements.

            	
              X

            	
              X

            	 
	 	
              Cash
                Collection and Administration

            	 	 	 
	
              1122(d)(2)(i)

            	
              Payments
                on pool assets are deposited into the appropriate custodial bank
                accounts
                and related bank clearing accounts no more than two business days
                following receipt, or such other number of days specified in the
                transaction agreements.

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(2)(ii)

            	
              Disbursements
                made via wire transfer on behalf of an obligor or to an investor
                are made
                only by authorized personnel.

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(2)(iii)

            	
              Advances
                of funds or guarantees regarding collections, cash flows or distributions,
                and any interest or other fees charged for such advances, are made,
                reviewed and approved as specified in the transaction
                agreements.

            	
              X

            	
              X

            	 
	
              1122(d)(2)(iv)

            	
              The
                related accounts for the transaction, such as cash reserve accounts
                or
                accounts established as a form of over collateralization, are separately
                maintained (e.g., with respect to commingling of cash) as set forth
                in the
                transaction agreements.

            	
              X

            	
              [X]

            	
              X

            
	
              1122(d)(2)(v)

            	
              Each
                custodial account is maintained at a federally insured depository
                institution as set forth in the transaction agreements. For purposes
                of
                this criterion, “federally insured depository institution” with respect to
                a foreign financial institution means a foreign financial institution
                that
                meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange
                Act.

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	
              If
                applicable

            	 	 
	
              1122(d)(2)(vii)

            	
              Reconciliations
                are prepared on a monthly basis for all asset-backed securities related
                bank accounts, including custodial accounts and related bank clearing
                accounts. These reconciliations are (A) mathematically accurate;
                (B)
                prepared within 30 calendar days after the bank statement cutoff
                date, or
                such other number of days specified in the transaction agreements;
                (C)
                reviewed and approved by someone other than the person who prepared
                the
                reconciliation; and (D) contain explanations for reconciling items.
                These
                reconciling items are resolved within 90 calendar days of their original
                identification, or such other number of days specified in the transaction
                agreements.

            	
              X

            	
              X

            	
              X

            
	 	
              Investor
                Remittances and Reporting

            	 	 	 
	
              1122(d)(3)(i)

            	
              Reports
                to investors, including those to be filed with the Commission, are
                maintained in accordance with the transaction agreements and applicable
                Commission requirements. Specifically, such reports (A) are prepared
                in
                accordance with timeframes and other terms set forth in the transaction
                agreements; (B) provide information calculated in accordance with
                the
                terms specified in the transaction agreements; (C) are filed with
                the
                Commission as required by its rules and regulations; and (D) agree
                with
                investors’ or the trustee’s records as to the total unpaid principal
                balance and number of Pool Assets serviced by the
                Servicer.

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(3)(ii)

            	
              Amounts
                due to investors are allocated and remitted in accordance with timeframes,
                distribution priority and other terms set forth in the transaction
                agreements.

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(3)(iii)

            	
              Disbursements
                made to an investor are posted within two business days to the Servicer’s
                investor records, or such other number of days specified in the
                transaction agreements.

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(3)(iv)

            	
              Amounts
                remitted to investors per the investor reports agree with cancelled
                checks, or other form of payment, or custodial bank
                statements.

            	
              X

            	
              X

            	
              X

            
	 	
              Pool
                Asset Administration

            	 	 	 
	
              1122(d)(4)(i)

            	
              Collateral
                or security on pool assets is maintained as required by the transaction
                agreements or related pool asset documents.

            	 	
              X

            	
              X

            
	
              1122(d)(4)(ii)

            	
              Pool
                assets  and related documents are safeguarded as required by the
                transaction agreements

            	 	
              X

            	
              X

            
	
              1122(d)(4)(iii)

            	
              Any
                additions, removals or substitutions to the asset pool are made,
                reviewed
                and approved in accordance with any conditions or requirements in
                the
                transaction agreements.

            	
              X

            	
              X

            	
              X

            
	
              1122(d)(4)(iv)

            	
              Payments
                on pool assets, including any payoffs, made in accordance with the
                related
                pool asset documents are posted to the Servicer’s obligor records
                maintained no more than two business days after receipt, or such
                other
                number of days specified in the transaction agreements, and allocated
                to
                principal, interest or other items (e.g., escrow) in accordance with
                the
                related pool asset documents.

            	
              X

            	 	 
	
              1122(d)(4)(v)

            	
              The
                Servicer’s records regarding the pool assets agree with the Servicer’s
                records with respect to an obligor’s unpaid principal
                balance.

            	
              X

            	 	 
	
              1122(d)(4)(vi)

            	
              Changes
                with respect to the terms or status of an obligor's pool assets (e.g.,
                loan modifications or re-agings) are made, reviewed and approved
                by
                authorized personnel in accordance with the transaction agreements
                and
                related pool asset documents.

            	
              X

            	
              X

            	 
	
              1122(d)(4)(vii)

            	
              Loss
                mitigation or recovery actions (e.g., forbearance plans, modifications
                and
                deeds in lieu of foreclosure, foreclosures and repossessions, as
                applicable) are initiated, conducted and concluded in accordance
                with the
                timeframes or other requirements established by the transaction
                agreements.

            	
              X

            	
              X

            	 
	
              1122(d)(4)(viii)

            	
              Records
                documenting collection efforts are maintained during the period a
                pool
                asset is delinquent in accordance with the transaction agreements.
                Such
                records are maintained on at least a monthly basis, or such other
                period
                specified in the transaction agreements, and describe the entity’s
                activities in monitoring delinquent pool assets including, for example,
                phone calls, letters and payment rescheduling plans in cases where
                delinquency is deemed temporary (e.g., illness or
                unemployment).

            	
              X

            	 	 
	
              1122(d)(4)(ix)

            	
              Adjustments
                to interest rates or rates of return for pool assets with variable
                rates
                are computed based on the related pool asset documents.

            	
              X

            	
              X

            	 
	
              1122(d)(4)(x)

            	
              Regarding
                any funds held in trust for an obligor (such as escrow accounts):
                (A) such
                funds are analyzed, in accordance with the obligor’s pool asset documents,
                on at least an annual basis, or such other period specified in the
                transaction agreements; (B) interest on such funds is paid, or credited,
                to obligors in accordance with applicable pool asset documents and
                state
                laws; and (C) such funds are returned to the obligor within 30 calendar
                days of full repayment of the related pool assets, or such other
                number of
                days specified in the transaction agreements.

            	
              X

            	 	 
	
              1122(d)(4)(xi)

            	
              Payments
                made on behalf of an obligor (such as tax or insurance payments)
                are made
                on or before the related penalty or expiration dates, as indicated
                on the
                appropriate bills or notices for such payments, provided that such
                support
                has been received by the servicer at least 30 calendar days prior
                to these
                dates, or such other number of days specified in the transaction
                agreements.

            	
              X

            	 	 
	
              1122(d)(4)(xii)

            	
              Any
                late payment penalties in connection with any payment to be made
                on behalf
                of an obligor are paid from the Servicer’s funds and not charged to the
                obligor, unless the late payment was due to the obligor’s error or
                omission.

            	
              X

            	 	 
	
              1122(d)(4)(xiii)

            	
              Disbursements
                made on behalf of an obligor are posted within two business days
                to the
                obligor’s records maintained by the servicer, or such other number of days
                specified in the transaction agreements.

            	
              X

            	 	 
	
              1122(d)(4)(xiv)

            	
              Delinquencies,
                charge-offs and uncollectible accounts are recognized and recorded
                in
                accordance with the transaction agreements.

            	
              X

            	
              X

            	 
	
              1122(d)(4)(xv)

            	
              Any
                external enhancement or other support, identified in Item 1114(a)(1)
                through (3) or Item 1115 of Regulation AB, is maintained as set forth
                in
                the transaction agreements.

            	 	
              X

            	
              X

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      S

     

    FORM
      10-D, FORM 8-K AND FORM 10-K

    REPORTING
      RESPONSIBILITY

    


    As
      to
      each item described below, the entity indicated as the Responsible Party shall
      be primarily responsible for reporting the information to the Trustee pursuant
      to Section 4.07(a)(iv).  If the Trustee is indicated below as to any
      item, then the Trustee is primarily responsible for obtaining that
      information.

    


    Under
      Item 1 of Form 10-D: a) items marked “4.02 statement” are required to be
      included in the periodic Distribution Date statement under Section 4.02,
      provided by the Trustee based on information received from the Master Servicer;
      and b) items marked “Form 10-D report” are required to be in the Form 10-D
      report but not the 4.02 statement, provided by the party
      indicated.  Information under all other Items of Form 10-D is to be
      included in the Form 10-D report.

    


    
      	
              Form

            	
              Item

            	
              Description

            	
              Responsible
                Party

            
	
              10-D

            	
              Must
                be filed within 15 days of the Distribution Date.

            
	
              1

            	
              Distribution
                and Pool Performance Information

            	 
	
              Item
                1121(a) – Distribution and Pool Performance
                Information

            	 
	
              (1)
                Any applicable record dates, accrual dates, determination dates for
                calculating distributions and actual distribution dates for the
                distribution period.

            	
              4.02
                statement

            
	
              (2)
                Cash flows received and the sources thereof for distributions, fees
                and
                expenses.

            	
              4.02
                statement

            
	
              (3)
                Calculated amounts and distribution of the flow of funds for the
                period
                itemized by type and priority of payment, including:

            	
              4.02
                statement

            
	
              (i)
                Fees or expenses accrued and
                paid, with an identification of the general purpose of such fees
                and the
                party receiving such fees or expenses.

            	
              4.02
                statement

            
	
              (ii)
                Payments accrued or paid
                with respect to enhancement or other support identified in Item 1114
                of
                Regulation AB (such as insurance premiums or other enhancement maintenance
                fees), with an identification of the general purpose of such payments
                and
                the party receiving such payments.

            	
              4.02
                statement

            
	
              (iii)
                Principal, interest and
                other distributions accrued and paid on the asset-backed securities
                by
                type and by class or series and any principal or interest shortfalls
                or
                carryovers.

            	
              4.02
                statement

            
	
              (iv)
                The amount of excess cash
                flow or excess spread and the disposition of excess cash
                flow.

            	
              4.02
                statement

            
	
              (4)
                Beginning and ending principal balances of the asset-backed
                securities.

            	
              4.02
                statement

            
	
              (5)
                Interest rates applicable to the pool assets and the asset-backed
                securities, as applicable. Consider providing interest rate information
                for pool assets in appropriate distributional groups or incremental
                ranges.

            	
              4.02
                statement

            
	
              (6)
                Beginning and ending balances of transaction accounts, such as reserve
                accounts, and material account activity during the period.

            	
              4.02
                statement

            
	
              (7)
                Any amounts drawn on any credit enhancement or other support identified
                in
                Item 1114 of Regulation AB, as applicable, and the amount of coverage
                remaining under any such enhancement, if known and
                applicable.

            	
              4.02
                statement

            
	
              (8)
                Number and amount of pool assets at the beginning and ending of each
                period, and updated pool composition information, such as weighted
                average
                coupon, weighted average life, weighted average remaining term, pool
                factors and prepayment amounts.

            	
              4.02
                statement

               

              Updated
                pool composition information fields to be as specified by Depositor
                from
                time to time

            
	
              (9)
                Delinquency and loss information for the period.

               

              In
                addition, describe any material changes to the information specified
                in
                Item 1100(b)(5) of Regulation AB regarding the pool
                assets.

            	
              4.02
                statement.

               

              Form
                10-D report: Depositor

            
	
              (10)
                Information on the amount, terms and general purpose of any advances
                made
                or reimbursed during the period, including the general use of funds
                advanced and the general source of funds for
                reimbursements.

            	
              4.02
                statement

            
	
              (11)
                Any material modifications, extensions or waivers to pool asset terms,
                fees, penalties or payments during the distribution period or that
                have
                cumulatively become material over time.

            	
              Form
                10-D report; Servicer

            
	
              (12)
                Material breaches of pool asset representations or warranties or
                transaction covenants.

            	
              Form
                10-D report: Servicer

            
	
              (13)
                Information on ratio, coverage or other tests used for determining
                any
                early amortization, liquidation or other performance trigger and
                whether
                the trigger was met.

            	
              4.02
                statement

            
	
              (14)
                Information regarding any new issuance of asset-backed securities
                backed
                by the same asset pool,

              [information
                regarding] any pool asset changes (other than in connection with
                a pool
                asset converting into cash in accordance with its terms), such as
                additions or removals in connection with a prefunding or revolving
                period
                and pool asset substitutions and repurchases (and purchase rates,
                if
                applicable), and cash flows available for future purchases, such
                as the
                balances of any prefunding or revolving accounts, if
                applicable.

              Disclose
                any material changes in the solicitation, credit-granting, underwriting,
                origination, acquisition or pool selection criteria or procedures,
                as
                applicable, used to originate, acquire or select the new pool
                assets.

            	
              Form
                10-D report: Depositor

               

              Form
                10-D report: Depositor

               

               

               

               

              Form
                10-D report: Depositor

            
	
              Item
                1121(b) – Pre-Funding or Revolving Period Information

              Updated
                pool information as required under Item 1121(b).

            	
              Depositor

            
	
              2

            	
              Legal
                Proceedings

            	
               

            
	
              Item
                1117 – Legal proceedings pending against the following entities, or their
                respective property, that is material to Certificateholders, including
                proceedings known to be contemplated by governmental
                authorities:

              Seller

              Depositor

              Trustee

              Trustee

              Issuing
                entity

              Master
                Servicer

              Originator

              Custodian

            	
               

               

              Seller

              Depositor

              Trustee

              Trustee

              Depositor

              Master
                Servicer

              Originator

              Custodian

            
	
              3

            	
              Sales
                of Securities and Use of Proceeds

            	
               

            
	
              Information
                from Item 2(a) of Part II of Form 10-Q:

               

              With
                respect to any sale of securities by the sponsor, depositor or issuing
                entity, that are backed by the same asset pool or are otherwise issued
                by
                the issuing entity, whether or not registered, provide the sales
                and use
                of proceeds information in Item 701 of Regulation S-K.  Pricing
                information can be omitted if securities were not
                registered.

            	
               

               

              Depositor

            
	
              4

            	
              Defaults
                Upon Senior Securities

            	
               

            
	
              Information
                from Item 3 of Part II of Form 10-Q:

               

              Report
                the occurrence of any Event of Default (after expiration of any grace
                period and provision of any required notice)

            	
               

               

              N/A

            
	
              5

            	
              Submission
                of Matters to a Vote of Security Holders

            	
               

            
	
              Information
                from Item 4 of Part II of Form 10-Q

            	
              Trustee

            
	
              6

            	
              Significant
                Obligors of Pool Assets

            	
               

            
	
              Item
                1112(b) –Significant Obligor Financial
                Information*

            	
              N/A

            
	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Item.

            	
               

            
	
              7

            	
              Significant
                Enhancement Provider Information

            	
               

            
	
              Item
                1114(b)(2) – Credit Enhancement Provider Financial
                Information*

              Determining
                applicable disclosure threshold

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

              N/A

              N/A

            
	
              Item
                1115(b) – Derivative Counterparty Financial Information*

              Determining
                current maximum probable exposure

              Determining
                current significance percentage

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

              [TBD]

              [TBD]

              Depositor

               

            
	
              *This
                information need only be reported on the Form 10-D for the distribution
                period in which updated information is required pursuant to the
                Items.

            	
               

            
	
              8

            	
              Other
                Information

            	
               

            
	
              Disclose
                any information required to be reported on Form 8-K during the period
                covered by the Form 10-D but not reported

            	
              The
                Responsible Party for the applicable Form 8-K item as indicated
                below

            
	
              9

            	
              Exhibits

            	
               

            
	
              Distribution
                report

            	
              Trustee

            
	
              Exhibits
                required by Item 601 of Regulation S-K, such as material
                agreements

            	
              Depositor

            
	
              8-K

            	
              Must
                be filed within four business days of an event reportable on Form
                8-K.

            
	
              1.01

            	
              Entry
                into a Material Definitive Agreement

            	
               

            
	
              Disclosure
                is required regarding entry into or amendment of any definitive agreement
                that is material to the securitization, even if depositor is not
                a
                party.

              Examples:
                servicing agreement, custodial agreement.

              Note:
                disclosure not required as to definitive agreements that are fully
                disclosed in the prospectus

            	
              Depositor

            
	
              1.02

            	
              Termination
                of a Material Definitive Agreement

            	
               

            
	
              Disclosure
                is required regarding termination of  any definitive agreement
                that is material to the securitization (other than expiration in
                accordance with its terms), even if depositor is not a party.

              Examples:
                servicing agreement, custodial agreement.

               

            	
              Depositor

            
	
              1.03

            	
              Bankruptcy
                or Receivership

            	 
	
              Disclosure
                is required regarding the bankruptcy or receivership, if known to
                the
                Depositor, Servicer or Trustee, with respect to any of the
                following:

              Sponsor
                (Seller), Depositor, Servicer, Trustee, Swap Provider, Cap Provicer,
                Custodian

            	
              Depositor/Servicer/Trustee

            
	
              2.04

            	
              Triggering
                Events that Accelerate or Increase a Direct Financial Obligation
                or an
                Obligation under an Off-Balance Sheet Arrangement

            	 
	
              Includes
                an early amortization, performance trigger or other event, including
                event
                of default, that would materially alter the payment priority/distribution
                of cash flows/amortization schedule.

              Disclosure
                will be made of events other than waterfall triggers which are disclosed
                in the 4.02 statement

            	
              N/A

            
	
              3.03

            	
              Material
                Modification to Rights of Security Holders

            	 
	
              Disclosure
                is required of any material modification to documents defining the
                rights
                of Certificateholders, including the Pooling and Servicing
                Agreement

            	
              Party
                requesting material modification

            
	
              5.03

            	
              Amendments
                to Articles of Incorporation or Bylaws; Change in Fiscal
                Year

            	 
	
              Disclosure
                is required of any amendment “to the governing documents of the issuing
                entity”

            	
              Depositor

            
	
              5.06

            	
              Change
                in Shell Company Status

            	 
	
              [Not
                applicable to ABS issuers]

            	
              Depositor

            
	
              6.01

            	
              ABS
                Informational and Computational Material

            	 
	
              [Not
                included in reports to be filed under Section 4.07]

            	
              Depositor

            
	
              6.02

            	
              Change
                of Master Servicer or Trustee

            	 
	
              Requires
                disclosure of any removal, replacement, substitution or addition
                of any
                master servicer, affiliated servicer, other servicer servicing 10%
                or more
                of pool assets at time of report, other material servicers, certificate
                administrator or trustee.  Reg AB disclosure about any new
                servicer or trustee is also required.

            	
              Trustee
                or Master Servicer

            
	
              6.03

            	
              Change
                in Credit Enhancement or Other External Support

            	 
	
              Covers
                termination of any enhancement in manner other than by its terms,
                the
                addition of an enhancement, or a material change in the enhancement
                provided.  Applies to external credit enhancements as well as
                derivatives.  Reg AB disclosure about any new enhancement
                provider is also required.

            	
              Depositor

            
	
              6.04

            	
              Failure
                to Make a Required Distribution

            	
              Trustee

            
	
              6.05

            	
              Securities
                Act Updating Disclosure

            	
               

            
	
              If
                any material pool characteristic differs by 5% or more at the time
                of
                issuance of the securities from the description in the final prospectus,
                provide updated Reg AB disclosure about the actual asset
                pool.

            	
              Depositor

            
	
              If
                there are any new servicers or originators required to be disclosed
                under
                Regulation AB as a result of the foregoing, provide the information
                called
                for in Items 1108 and 1110 respectively.

            	
              Depositor

            
	
              7.01

            	
              Regulation
                FD Disclosure

            	
              Depositor

            
	
              8.01

            	
              Other
                Events

            	
               

            
	
              Any
                event, with respect to which information is not otherwise called
                for in
                Form 8-K, that the registrant deems of importance to security
                holders.

            	
              Depositor

            
	
              9.01

            	
              Financial
                Statements and Exhibits

            	
              The
                Responsible Party applicable to reportable event

            
	
              10-K

            	
              Must
                be filed within 90 days of the fiscal year end for the
                registrant.

            
	
              9B

            	
              Other
                Information

            	 
	
              Disclose
                any information required to be reported on Form 8-K during the fourth
                quarter covered by the Form 10-K but not reported

            	
              The
                Responsible Party for the applicable Form 8-K item as indicated
                above

            
	
              15

            	
              Exhibits
                and Financial Statement Schedules

            	 
	
              Item
                1112(b) –Significant Obligor Financial
                Information

            	
              N/A

            
	
              Item
                1114(b)(2) – Credit Enhancement Provider Financial
                Information

              Determining
                applicable disclosure threshold

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

              N/A

              N/A

            
	
              Item
                1115(b) – Derivative Counterparty Financial Information

              Determining
                current maximum probable exposure

              Determining
                current significance percentage

              Obtaining
                required financial information or effecting incorporation by
                reference

            	
               

              [TBD]

              [TBD]

              Depositor

               

            
	
              Seller

              Depositor

              Trustee

              Issuing
                entity

              Master
                Servicer

              Originator

              Custodian

            	
              Seller

              Depositor

              Trustee

              Issuing
                entity

              Master
                Servicer

              Originator

              Custodian

            
	
              Item
                1119 – Affiliations and relationships between the following entities, or
                their respective affiliates, that are material to
                Certificateholders:

              Seller

              Depositor

              Trustee

               

              Issuing
                entity

              Master
                Servicer

              Originator

              Custodian

               

               

              Credit
                Enhancer/Support Provider, if any

              Significant
                Obligor, if any

            	
               

              Seller

              Depositor

              Trustee
                (only with respect to affiliations and relationships with the sponsor,
                depositor or issuing entity)

               

              Issuing
                Entity

              Master
                Servicer

              Originator

              Custodian
                (only with respect to affiliations and relationships with the sponsor,
                depositor or issuing entity)

               

              Depositor

              Depositor

            
	
              Item
                1122 – Assessment of Compliance with Servicing
                Criteria

            	
              Each
                Party participating in the servicing function

            
	
              Item
                1123 –Servicer Compliance Statement

            	
              Master
                Servicer

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


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