Exhibits to PSA





EXHIBIT A




[FORM OF CLASS A CERTIFICATE]




UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

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

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

[FOR PRINCIPAL ONLY CERTIFICATES] [THIS CERTIFICATE IS NOT ENTITLED TO ANY PAYMENTS OF INTEREST.]

PURSUANT TO SECTION 6.02(f) OF THE AGREEMENT, AN ERISA RESTRICTED CERTIFICATE OR ANY INTEREST HEREIN MAY NOT BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR (I) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE OR A PERSON USING THE ASSETS OF SUCH A PLAN OR OTHER RETIREMENT ARRANGEMENT OR (II) IF THE PURCHASER IS AN INSURANCE COMPANY AND THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN OR (III) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.  IN THE EVENT THE REPRESENTATIONS REFERRED TO IN THE PRECEDING SENTENCE ARE NOT FURNISHED, SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO THE TRUST ADMINISTRATOR BY THE TRANSFEREE’S ACCEPTANCE OF THIS CERTIFICATE, OR BY ANY BENEFICIAL OWNER WHO PURCHASES AN INTEREST IN THIS CERTIFICATE IN BOOK-ENTRY FORM.  IN THE EVENT THAT A REPRESENTATION IS VIOLATED, OR ANY ATTEMPT TO TRANSFER THIS CERTIFICATE TO A PLAN OR OTHER RETIREMENT ARRANGEMENT OR PERSON USING A PLAN’S OR ARRANGEMENT’S ASSETS IS ATTEMPTED WITHOUT THE DELIVERY TO THE TRUST ADMINISTRATOR OF THE OPINION OF COUNSEL DESCRIBED ABOVE, THE ATTEMPTED TRANSFER OR ACQUISITION OF THIS CERTIFICATE SHALL BE VOID AND OF NO EFFECT.


























Certificate No.

:

Cut-off Date

:

November 1, 2007

First Distribution Date

:

December 26, 2007

Initial Certificate Balance 

of this Certificate

(“Denomination”)

:

Initial Certificate Balances 

of all Certificates

of this Class

:

[For Notional Amount Certificates]

[Initial Notional Amount

of this Certificate

(“Denomination”)

:

Initial Class Notional Amount

of all Certificates

of this Class

:

CUSIP

:

Pass-Through Rate

:

Maturity Date

:








CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Credit Suisse First Boston Mortgage Securities Corp.,

CSMC Mortgage-Backed Pass-Through Certificates, Series 2007-7

Class [______]

evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust Fund consisting primarily of a pool of fixed rate conventional mortgage loans (the “Mortgage Loans”) secured by first liens on one- to four-family residential properties.

Credit Suisse First Boston Mortgage Securities Corp., as Depositor

[Omit for Notional Amount Certificates] [Principal in respect of this Certificate is distributable monthly as set forth herein.  Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein.]  This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer, the Servicers, the Special Servicer, the Trust Administrator or the Trustee referred to below or any of their respective affiliates.  Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality.

This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the “Depositor”).  The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”) among the Depositor, DLJ Mortgage Capital, Inc., as seller (the “Seller”),  Wells Fargo Bank, N.A., as a servicer (in such capacity, a “Servicer”), as master servicer (in such capacity, the “Master Servicer”) and as trust administrator (in such capacity, the “Trust Administrator”), Select Portfolio Servicing, Inc., as a servicer (in such capacity, a “Servicer”), as special servicer (in such capacity, the “Special Servicer”) and as modification oversight agent, Banco Popular de Puerto Rico, as a servicer (in such capacity, a “Servicer”) and as back-up servicer (in such capacity, the “Back-up Servicer”), GreenPoint Mortgage Funding, Inc., as a servicer (a “Servicer”), Universal Master Servicing, LLC, as a servicer (a “Servicer”) and U.S. Bank National 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.

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trust Administrator.








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

Dated:  December ___, 2007.

WELLS FARGO BANK, N.A.,

as Trust Administrator

By__________________________________

Countersigned:

By ___________________________

Authorized Signatory of

WELLS FARGO BANK, N.A.,

as Trust Administrator











EXHIBIT B

[FORM OF CLASS [__]-B-[__] CERTIFICATE]

[ONLY FOR OFFERED CERTIFICATES] [UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE 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 IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

[ONLY FOR PRIVATE CERTIFICATES]  [THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE ACT”).  ANY RESALE OR TRANSFER OF THIS CERTIFICATE WITHOUT REGISTRATION THEREOF UNDER THE ACT MAY ONLY BE MADE IN A TRANSACTION EXEMPTED FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.]

PURSUANT TO SECTION 6.02(f) OF THE AGREEMENT, AN ERISA RESTRICTED CERTIFICATE OR ANY INTEREST HEREIN MAY NOT BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR (I) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE OR A PERSON USING THE ASSETS OF SUCH A PLAN OR OTHER RETIREMENT ARRANGEMENT OR (II) IF THE PURCHASER IS AN INSURANCE COMPANY AND THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN OR (III) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.  IN THE EVENT THE REPRESENTATIONS REFERRED TO IN THE PRECEDING SENTENCE ARE NOT FURNISHED, SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO THE TRUST ADMINISTRATOR BY THE TRANSFEREE’S ACCEPTANCE OF THIS CERTIFICATE, OR BY ANY BENEFICIAL OWNER WHO PURCHASES AN INTEREST IN THIS CERTIFICATE IN BOOK-ENTRY FORM.  IN THE EVENT THAT A REPRESENTATION IS VIOLATED, OR ANY ATTEMPT TO TRANSFER THIS CERTIFICATE TO A PLAN OR OTHER RETIREMENT ARRANGEMENT OR PERSON USING A PLAN’S OR ARRANGEMENT’S ASSETS IS ATTEMPTED WITHOUT THE DELIVERY TO THE TRUST ADMINISTRATOR OF THE OPINION OF COUNSEL DESCRIBED ABOVE, THE ATTEMPTED TRANSFER OR ACQUISITION OF THIS CERTIFICATE SHALL BE VOID AND OF NO EFFECT.











Certificate No.

:

Cut-off Date

:

November 1, 2007

First Distribution Date

:

December 26, 2007

Initial Certificate Balance 

of this Certificate

(“Denomination”)

:

Initial Certificate Balances 

of all Certificates

of this Class

:

CUSIP

:

Interest Rate

:

Maturity Date

:








CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Credit Suisse First Boston Mortgage Securities Corp.,

CSMC  Mortgage-Backed Pass-Through Certificates, Series 2007-7

Class [______]

evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust Fund consisting primarily of a pool of fixed rate conventional mortgage loans (the “Mortgage Loans”) secured by first liens on one- to four-family residential properties.

Credit Suisse First Boston Mortgage Securities Corp., as Depositor

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

This certifies that [_____________________] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the “Depositor”).  The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”) among the Depositor, DLJ Mortgage Capital, Inc., as seller (in such capacity, the “Seller”),  Wells Fargo Bank, N.A., as a servicer (in such capacity, a “Servicer”), as master servicer (in such capacity, the “Master Servicer”) and as trust administrator (in such capacity, the “Trust Administrator”), Select Portfolio Servicing, Inc., as a servicer (in such capacity, a “Servicer”), as special servicer (in such capacity, the “Special Servicer”) and as modification oversight agent, Banco Popular de Puerto Rico, as a servicer (in such capacity, a “Servicer”) and as back-up servicer (in such capacity, the “Back-up Servicer”), GreenPoint Mortgage Funding, Inc., as a servicer (a “Servicer”), Universal Master Servicing, LLC, as a servicer (a “Servicer”) and U.S. Bank National 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.

Pursuant to Section 6.02(f) of the Agreement, no transfer of an ERISA Restricted Certificate shall be made unless the Trust Administrator shall have received either (i) a representation letter from the transferee of such ERISA Restricted Certificate, acceptable to and in form and substance satisfactory to the Trust Administrator, to the effect that such transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or Section 4975 of the Code, or a person using the assets of any such plan or other retirement arrangement which representation letter shall not be an expense of the Trust Administrator or the Trust Fund, (ii) if the purchaser is an insurance company and the ERISA Restricted Certificate has been the subject of an ERISA-Qualifying Underwriting, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificate are covered under Sections I and III of PTCE 95-60 or (iii) in the case of any such ERISA Restricted Certificate presented for registration in the name of an employee benefit plan subject to ERISA or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a person using such plan’s or arrangement’s assets, an Opinion of Counsel satisfactory to the Trust Administrator to the effect that the purchase or holding of such Certificate will not result in prohibited transactions under Section 406 of ERISA and/or Section 4975 of the Code and will not subject the Depositor, the Trustee, the Trust Administrator, the Special Servicer, the Master Servicer, the Servicer or any other servicers to any obligation in addition to those undertaken in the Agreement, which Opinion of Counsel shall not be an expense of such parties or the Trust Fund.  In the event the representations referred to in the preceding sentence are not furnished, such representation shall be deemed to have been made to the Trust Administrator by the transferee’s acceptance of an ERISA Restricted Certificate or by any beneficial owner who purchases an interest in this certificate in book-entry form.  In the event that a representation is violated, or any attempt to transfer an ERISA Restricted Certificate to a plan or other retirement arrangement or person using a plan’s or arrangement’s assets is attempted without the delivery to the Trust Administrator of the Opinion of Counsel described above, the attempted transfer or acquisition of this certificate shall be void and of no effect. 

[ONLY FOR PRIVATE CERTIFICATES] [No transfer of this Certificate shall be made unless such transfer is made pursuant to an effective registration statement under the Securities 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 Securities Act and such laws, in order to assure compliance with the Securities Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trust Administrator in writing the facts surrounding the transfer and (i) deliver a letter in substantially the form of either Exhibit M and either (A) Exhibit N-1, provided that all of the Certificates of the Class shall be transferred to one investor or the Depositor otherwise consents to such transfer, (B) Exhibit N-2, or (C) Exhibit N-3, or (ii) there shall be delivered to the Trust Administrator at the expense of the transferor an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act.  In the event that such a transfer is to be made within three years from the date of the initial issuance of Certificates pursuant hereto, there shall also be delivered (except in the case of a transfer pursuant to Rule 144A of the Securities Act) to the Trustee and the Trust Administrator an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Securities Act.  The Holder hereof desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee, the Trust Administrator and the Depositor against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.]

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trust Administrator.











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

Dated: December  ___, 2007

WELLS FARGO BANK, N.A.,

as Trust Administrator

By __________________________________

Countersigned:

By ___________________________

Authorized Signatory of

WELLS FARGO BANK, N.A.,

as Trust Administrator














[EXHIBIT C-1]

[FORM OF CLASS AR 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”).

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

PURSUANT TO SECTION 6.02(f) OF THE AGREEMENT, AN ERISA RESTRICTED CERTIFICATE OR ANY INTEREST HEREIN MAY NOT BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR (I) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE CODE OR A PERSON USING THE ASSETS OF SUCH A PLAN OR OTHER RETIREMENT ARRANGEMENT OR (II) IF THE PURCHASER IS AN INSURANCE COMPANY AND THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN OR (III) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.  IN THE EVENT THE REPRESENTATIONS REFERRED TO IN THE PRECEDING SENTENCE ARE NOT FURNISHED, SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO THE TRUST ADMINISTRATOR BY THE TRANSFEREE’S ACCEPTANCE OF THIS CERTIFICATE, OR BY ANY BENEFICIAL OWNER WHO PURCHASES AN INTEREST IN THIS CERTIFICATE IN BOOK-ENTRY FORM.  IN THE EVENT THAT A REPRESENTATION IS VIOLATED, OR ANY ATTEMPT TO TRANSFER THIS CERTIFICATE TO A PLAN OR OTHER RETIREMENT ARRANGEMENT OR PERSON USING A PLAN’S OR ARRANGEMENT’S ASSETS IS ATTEMPTED WITHOUT THE DELIVERY TO THE TRUST ADMINISTRATOR OF THE OPINION OF COUNSEL DESCRIBED ABOVE, THE ATTEMPTED TRANSFER OR ACQUISITION OF THIS CERTIFICATE SHALL BE VOID AND OF NO EFFECT.








Certificate No.

:

Cut-off Date

:

November 1, 2007

First Distribution Date

:

December 26, 2007

Initial Certificate Balance 

of this Certificate

(“Denomination”)

:

$[____]

Initial Certificate Balances 

of all Certificates

of this Class

:

$[____]

CUSIP

:

Pass-Through Rate

:

Maturity Date

:








CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Credit Suisse First Boston Mortgage Securities Corp.,

CSMC  Mortgage-Backed Pass-Through Certificates, Series 2007-7

Class AR

evidencing a percentage interest in the distributions allocable to the Class AR Certificates with respect to a Trust Fund consisting primarily of a pool of fixed rate conventional mortgage loans (the “Mortgage Loans”) secured by first liens on one- to four-family residential properties.

Credit Suisse First Boston Mortgage Securities Corp., as Depositor

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

This certifies that CREDIT SUISSE SECURITIES (USA) LLC, is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the “Depositor”).  The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”) among the Depositor, DLJ Mortgage Capital, Inc., as seller (in such capacity, the “Seller”),  Wells Fargo Bank, N.A., as a servicer (in such capacity, a “Servicer”), as master servicer (in such capacity, the “Master Servicer”) and as trust administrator (in such capacity, the “Trust Administrator”), Select Portfolio Servicing, Inc., as a servicer (in such capacity, a “Servicer”), as special servicer (in such capacity, the “Special Servicer”) and as modification oversight agent, Banco Popular de Puerto Rico, as a servicer (in such capacity, a “Servicer”) and as back-up servicer (in such capacity, the “Back-up Servicer”), GreenPoint Mortgage Funding, Inc., as a servicer (a “Servicer”), Universal Master Servicing, LLC, as a servicer (a “Servicer”) and U.S. Bank National 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.

Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class AR Certificate at the Corporate Trust Office or the office or agency maintained by the Trust Administrator in Minneapolis, Minnesota.

Pursuant to Section 6.02(f) of the Agreement, no transfer of an ERISA Restricted Certificate shall be made unless the Trust Administrator shall have received either (i) a representation letter from the transferee of such ERISA Restricted Certificate, acceptable to and in form and substance satisfactory to the Trust Administrator, to the effect that such transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or Section 4975 of the Code, or a person using the assets of any such plan or other retirement arrangement which representation letter shall not be an expense of the Trust Administrator or the Trust Fund, (ii) if the purchaser is an insurance company and the ERISA Restricted Certificate has been the subject of an ERISA-Qualifying Underwriting, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificate are covered under Sections I and III of PTCE 95-60 or (iii) in the case of any such ERISA Restricted Certificate presented for registration in the name of an employee benefit plan subject to ERISA or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a person using such plan’s or arrangement’s assets, an Opinion of Counsel satisfactory to the Trust Administrator to the effect that the purchase or holding of such Certificate will not result in prohibited transactions under Section 406 of ERISA and/or Section 4975 of the Code and will not subject the Depositor, the Trustee, the Trust Administrator, the Special Servicer, the Modification Oversight Agent, the Sellers, the Master Servicer, the Servicer or any other servicers to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the such parties or the Trust Fund.  In the event the representations referred to in the preceding sentence are not furnished, such representation shall be deemed to have been made to the Trust Administrator by the transferee’s acceptance of an ERISA Restricted Certificate or by any beneficial owner who purchases an interest in this certificate in book-entry form.  In the event that a representation is violated, or any attempt to transfer an ERISA Restricted Certificate to a plan or other retirement arrangement or person using a plan’s or arrangement’s assets is attempted without the delivery to the Trust Administrator of the Opinion of Counsel described above, the attempted transfer or acquisition of this certificate shall be void and of no effect. 

Each Holder of this Class AR Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class AR Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class AR Certificate may be transferred without delivery to the Trust Administrator of a transfer affidavit of the initial owner or the proposed transferee in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class AR Certificate must agree to require a transfer affidavit from any other person to whom such person attempts to Transfer its Ownership Interest in this Class AR Certificate as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class AR Certificate must agree not to transfer an Ownership Interest in this Class AR Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class AR Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee.

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trust Administrator.








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

Dated: December  ___, 2007

WELLS FARGO BANK, N.A.,

as Trust Administrator

By__________________________________

Countersigned:

By ___________________________

Authorized Signatory of

WELLS FARGO BANK, N.A.,

as Trust Administrator











[EXHIBIT C-2]

[FORM OF CLASS AR-L 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”).

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

PURSUANT TO SECTION 6.02(f) OF THE AGREEMENT, AN ERISA RESTRICTED CERTIFICATE OR ANY INTEREST HEREIN MAY NOT BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR (I) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE CODE OR A PERSON USING THE ASSETS OF SUCH A PLAN OR OTHER RETIREMENT ARRANGEMENT OR (II) IF THE PURCHASER IS AN INSURANCE COMPANY AND THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN OR (III) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.  IN THE EVENT THE REPRESENTATIONS REFERRED TO IN THE PRECEDING SENTENCE ARE NOT FURNISHED, SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO THE TRUST ADMINISTRATOR BY THE TRANSFEREE’S ACCEPTANCE OF THIS CERTIFICATE, OR BY ANY BENEFICIAL OWNER WHO PURCHASES AN INTEREST IN THIS CERTIFICATE IN BOOK-ENTRY FORM.  IN THE EVENT THAT A REPRESENTATION IS VIOLATED, OR ANY ATTEMPT TO TRANSFER THIS CERTIFICATE TO A PLAN OR OTHER RETIREMENT ARRANGEMENT OR PERSON USING A PLAN’S OR ARRANGEMENT’S ASSETS IS ATTEMPTED WITHOUT THE DELIVERY TO THE TRUST ADMINISTRATOR OF THE OPINION OF COUNSEL DESCRIBED ABOVE, THE ATTEMPTED TRANSFER OR ACQUISITION OF THIS CERTIFICATE SHALL BE VOID AND OF NO EFFECT.








Certificate No.

:

Cut-off Date

:

November 1, 2007

First Distribution Date

:

December 26, 2007

Initial Certificate Balance 

of this Certificate

(“Denomination”)

:

$[____]

Initial Certificate Balances 

of all Certificates

of this Class

:

$[____]

CUSIP

:

Pass-Through Rate

:

Maturity Date

:








CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Credit Suisse First Boston Mortgage Securities Corp.,

CSMC  Mortgage-Backed Pass-Through Certificates, Series 2007-7

Class AR-L

evidencing a percentage interest in the distributions allocable to the Class AR-L Certificates with respect to a Trust Fund consisting primarily of a pool of fixed rate conventional mortgage loans (the “Mortgage Loans”) secured by first liens on one- to four-family residential properties.

Credit Suisse First Boston Mortgage Securities Corp., as Depositor

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

This certifies that WACHOVIA BANK, N.A., is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the “Depositor”).  The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”) among the Depositor, DLJ Mortgage Capital, Inc., as seller (in such capacity, the “Seller”),  Wells Fargo Bank, N.A., as a servicer (in such capacity, a “Servicer”), as master servicer (in such capacity, the “Master Servicer”) and as trust administrator (in such capacity, the “Trust Administrator”), Select Portfolio Servicing, Inc., as a servicer (in such capacity, a “Servicer”), as special servicer (in such capacity, the “Special Servicer”) and as modification oversight agent, Banco Popular de Puerto Rico, as a servicer (in such capacity, a “Servicer”) and as back-up servicer (in such capacity, the “Back-up Servicer”),  GreenPoint Mortgage Funding, Inc., as a servicer (a “Servicer”), Universal Master Servicing, LLC, as a servicer (a “Servicer”) and U.S. Bank National 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.

Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class AR-L Certificate at the Corporate Trust Office or the office or agency maintained by the Trust Administrator in Minneapolis, Minnesota.

Pursuant to Section 6.02(f) of the Agreement, no transfer of an ERISA Restricted Certificate shall be made unless the Trust Administrator shall have received either (i) a representation letter from the transferee of such ERISA Restricted Certificate, acceptable to and in form and substance satisfactory to the Trust Administrator, to the effect that such transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or Section 4975 of the Code, or a person using the assets of any such plan or other retirement arrangement which representation letter shall not be an expense of the Trust Administrator or the Trust Fund, (ii) if the purchaser is an insurance company and the ERISA Restricted Certificate has been the subject of an ERISA-Qualifying Underwriting, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificate are covered under Sections I and III of PTCE 95-60 or (iii) in the case of any such ERISA Restricted Certificate presented for registration in the name of an employee benefit plan subject to ERISA or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a person using such plan’s or arrangement’s assets, an Opinion of Counsel satisfactory to the Trust Administrator to the effect that the purchase or holding of such Certificate will not result in prohibited transactions under Section 406 of ERISA and/or Section 4975 of the Code and will not subject the Depositor, the Trustee, the Trust Administrator, the Special Servicer, the Modification Oversight Agent, the Sellers, the Master Servicer, the Servicer or any other servicers to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the such parties or the Trust Fund.  In the event the representations referred to in the preceding sentence are not furnished, such representation shall be deemed to have been made to the Trust Administrator by the transferee’s acceptance of an ERISA Restricted Certificate or by any beneficial owner who purchases an interest in this certificate in book-entry form.  In the event that a representation is violated, or any attempt to transfer an ERISA Restricted Certificate to a plan or other retirement arrangement or person using a plan’s or arrangement’s assets is attempted without the delivery to the Trust Administrator of the Opinion of Counsel described above, the attempted transfer or acquisition of this certificate shall be void and of no effect. 

Each Holder of this Class AR-L Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class AR-L Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class AR-L Certificate may be transferred without delivery to the Trust Administrator of a transfer affidavit of the initial owner or the proposed transferee in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class AR-L Certificate must agree to require a transfer affidavit from any other person to whom such person attempts to Transfer its Ownership Interest in this Class AR-L Certificate as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class AR-L Certificate must agree not to transfer an Ownership Interest in this Class AR-L Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class AR-L Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee.

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trust Administrator.








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

Dated: December  ___, 2007

WELLS FARGO BANK, N.A.,

as Trust Administrator

By__________________________________

Countersigned:

By ___________________________

Authorized Signatory of

WELLS FARGO BANK, N.A.,

as Trust Administrator











EXHIBIT D



[FORM OF CLASS [__]-X CERTIFICATES]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE 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 NO PRINCIPAL BALANCE AND IS NOT ENTITLED TO ANY DISTRIBUTIONS IN RESPECT OF PRINCIPAL.

PURSUANT TO SECTION 6.02(f) OF THE AGREEMENT, AN ERISA RESTRICTED CERTIFICATE OR ANY INTEREST HEREIN MAY NOT BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR (I) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE OR A PERSON USING THE ASSETS OF SUCH A PLAN OR OTHER RETIREMENT ARRANGEMENT OR (II) IF THE PURCHASER IS AN INSURANCE COMPANY AND THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN OR (III) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.  IN THE EVENT THE REPRESENTATIONS REFERRED TO IN THE PRECEDING SENTENCE ARE NOT FURNISHED, SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO THE TRUST ADMINISTRATOR BY THE TRANSFEREE’S ACCEPTANCE OF THIS CERTIFICATE, OR BY ANY BENEFICIAL OWNER WHO PURCHASES AN INTEREST IN THIS CERTIFICATE IN BOOK-ENTRY FORM.  IN THE EVENT THAT A REPRESENTATION IS VIOLATED, OR ANY ATTEMPT TO TRANSFER THIS CERTIFICATE TO A PLAN OR OTHER RETIREMENT ARRANGEMENT OR PERSON USING A PLAN’S OR ARRANGEMENT’S ASSETS IS ATTEMPTED WITHOUT THE DELIVERY TO THE TRUST ADMINISTRATOR OF THE OPINION OF COUNSEL DESCRIBED ABOVE, THE ATTEMPTED TRANSFER OR ACQUISITION OF THIS CERTIFICATE SHALL BE VOID AND OF NO EFFECT.











Certificate No.

:

Cut-off Date

:

November 1, 2007

First Distribution Date

:

December 26, 2007

Initial Notional Amount of this 

Certificate (“Denomination”)

:

Initial Class Notional Amount of

all Certificates of this Class

:

CUSIP

:

Pass-Through Rate

:

Maturity Date

:








CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Credit Suisse First Boston Mortgage Securities Corp.,

CSMC  Mortgage-Backed Pass-Through Certificates, Series 2007-7

Class [__]-X

evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust Fund consisting primarily of a pool of fixed rate conventional mortgage loans (the “Mortgage Loans”) secured by first liens on one- to four-family residential properties.

Credit Suisse First Boston Mortgage Securities Corp., as Depositor

This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer, the Servicers, the Special Servicer, the Trust Administrator or the Trustee referred to below or any of their respective affiliates.  Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality.

This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the “Depositor”).  The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”) among the Depositor, DLJ Mortgage Capital, Inc., as seller (in such capacity, the “Seller”), Wells Fargo Bank, N.A., as a servicer (in such capacity, a “Servicer”), as master servicer (in such capacity, the “Master Servicer”) and as trust administrator (in such capacity, the “Trust Administrator”), Select Portfolio Servicing, Inc., as a servicer (in such capacity, a “Servicer”), as special servicer (in such capacity, the “Special Servicer”) and as modification oversight agent, Banco Popular de Puerto Rico, as a servicer (in such capacity, a “Servicer”) and as back-up servicer (in such capacity, the “Back-up Servicer”), GreenPoint Mortgage Funding, Inc., as a servicer (a “Servicer”), Universal Master Servicing, LLC, as a servicer (a “Servicer”) and U.S. Bank National 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.

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trust Administrator.








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

Dated: December ___, 2007.

WELLS FARGO BANK, N.A.,

as Trust Administrator

By__________________________________

Countersigned:

By ___________________________

Authorized Signatory of

WELLS FARGO BANK, N.A.,

as Trust Administrator














EXHIBIT E





[FORM OF CLASS [__]-P CERTIFICATE]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE 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 IS NOT ENTITLED TO ANY PAYMENTS OF INTEREST.

PURSUANT TO SECTION 6.02(f) OF THE AGREEMENT, AN ERISA RESTRICTED CERTIFICATE OR ANY INTEREST HEREIN MAY NOT BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR (I) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE OR A PERSON USING THE ASSETS OF SUCH A PLAN OR OTHER RETIREMENT ARRANGEMENT OR (II) IF THE PURCHASER IS AN INSURANCE COMPANY AND THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN OR (III) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.  IN THE EVENT THE REPRESENTATIONS REFERRED TO IN THE PRECEDING SENTENCE ARE NOT FURNISHED, SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO THE TRUST ADMINISTRATOR BY THE TRANSFEREE’S ACCEPTANCE OF THIS CERTIFICATE, OR BY ANY BENEFICIAL OWNER WHO PURCHASES AN INTEREST IN THIS CERTIFICATE IN BOOK-ENTRY FORM.  IN THE EVENT THAT A REPRESENTATION IS VIOLATED, OR ANY ATTEMPT TO TRANSFER THIS CERTIFICATE TO A PLAN OR OTHER RETIREMENT ARRANGEMENT OR PERSON USING A PLAN’S OR ARRANGEMENT’S ASSETS IS ATTEMPTED WITHOUT THE DELIVERY TO THE TRUST ADMINISTRATOR OF THE OPINION OF COUNSEL DESCRIBED ABOVE, THE ATTEMPTED TRANSFER OR ACQUISITION OF THIS CERTIFICATE SHALL BE VOID AND OF NO EFFECT.








Certificate No.

:

Cut-off Date

:

November 1, 2007

First Distribution Date

:

December 26, 2007

Initial Certificate Balance 

of this Certificate

(“Denomination”)

:

Initial Certificate Balances 

of all Certificates

of this Class

:

CUSIP

:

Pass-Through Rate

:

Maturity Date

:








CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Credit Suisse First Boston Mortgage Securities Corp.,

CSMC Mortgage-Backed Pass-Through Certificates, Series 2007-7

Class [__]-P

evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust Fund consisting primarily of a pool of fixed rate conventional mortgage loans (the “Mortgage Loans”) secured by first liens on one- to four-family residential properties.

Credit Suisse First Boston Mortgage Securities Corp., as Depositor

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

This certifies that CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the “Depositor”).  The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”) among the Depositor, DLJ Mortgage Capital, Inc., as seller (in such capacity, the “Seller”),  Wells Fargo Bank, N.A., as a servicer (in such capacity, a “Servicer”), as master servicer (in such capacity, the “Master Servicer”) and as trust administrator (in such capacity, the “Trust Administrator”), Select Portfolio Servicing, Inc., as a servicer (in such capacity, a “Servicer”), as special servicer (in such capacity, the “Special Servicer”) and as modification oversight agent, Banco Popular de Puerto Rico, as a servicer (in such capacity, a “Servicer”) and as back-up servicer (in such capacity, the “Back-up Servicer”), GreenPoint Mortgage Funding, Inc., as a servicer (a “Servicer”), Universal Master Servicing, LLC, as a servicer (a “Servicer”) and U.S. Bank National 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.

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trust Administrator.








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

Dated:  December ___, 2007.

WELLS FARGO BANK, N.A.,

as Trust Administrator

By__________________________________

Countersigned:

By ___________________________

Authorized Signatory of

WELLS FARGO BANK, N.A.,

as Trust Administrator














EXHIBIT F



[FORM OF CLASS PP 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.

PURSUANT TO SECTION 6.02(f) OF THE AGREEMENT, AN ERISA RESTRICTED CERTIFICATE OR ANY INTEREST HEREIN MAY NOT BE TRANSFERRED UNLESS THE TRANSFEREE DELIVERS TO THE TRUST ADMINISTRATOR (I) A REPRESENTATION LETTER TO THE EFFECT THAT SUCH TRANSFEREE IS NOT AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT SUBJECT SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) OR SECTION 4975 OF THE CODE OR A PERSON USING THE ASSETS OF SUCH A PLAN OR OTHER RETIREMENT ARRANGEMENT OR (II) IF THE PURCHASER IS AN INSURANCE COMPANY AND THE CERTIFICATE HAS BEEN THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING, A REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN OR (III) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN.  IN THE EVENT THE REPRESENTATIONS REFERRED TO IN THE PRECEDING SENTENCE ARE NOT FURNISHED, SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO THE TRUST ADMINISTRATOR BY THE TRANSFEREE’S ACCEPTANCE OF THIS CERTIFICATE, OR BY ANY BENEFICIAL OWNER WHO PURCHASES AN INTEREST IN THIS CERTIFICATE IN BOOK-ENTRY FORM.  IN THE EVENT THAT A REPRESENTATION IS VIOLATED, OR ANY ATTEMPT TO TRANSFER THIS CERTIFICATE TO A PLAN OR OTHER RETIREMENT ARRANGEMENT OR PERSON USING A PLAN’S OR ARRANGEMENT’S ASSETS IS ATTEMPTED WITHOUT THE DELIVERY TO THE TRUST ADMINISTRATOR OF THE OPINION OF COUNSEL DESCRIBED ABOVE, THE ATTEMPTED TRANSFER OR ACQUISITION OF THIS CERTIFICATE SHALL BE VOID AND OF NO EFFECT.

THIS CERTIFICATE WILL BE ENTITLED TO AMOUNTS RECEIVED IN RESPECT OF PREPAYMENT PENALTIES COLLECTED ON CERTAIN MORTGAGE LOANS AS DESCRIBED IN THE AGREEMENT.








Certificate No.

:

Cut-off Date

:

November 1, 2007

First Distribution Date

:

December 26, 2007

Initial Notional Amount 

of this Certificate (“Denomination”)

:

$[___]

Initial Class Notional Amount  

of all Certificates of this Class

:

$[___]

Percentage Interest

:

100%

CUSIP

:

Pass-Through Rate

:

Maturity Date

:








CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Credit Suisse First Boston Mortgage Securities Corp.,

CSMC  Mortgage-Backed Pass-Through Certificates, Series 2007-7

[Class PP]

evidencing a percentage interest in the distributions allocable to the Certificates of the above-referenced Class with respect to a Trust Fund consisting primarily of a pool of fixed rate conventional mortgage loans (the “Mortgage Loans”) secured by first liens on one- to four-family residential properties.

Credit Suisse First Boston Mortgage Securities Corp., as Depositor

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

This certifies that CREDIT SUISSE SECURITIES (USA) LLC, is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by Credit Suisse First Boston Mortgage Securities Corp. (the “Depositor”).  The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the “Agreement”) among the Depositor, DLJ Mortgage Capital, Inc., as seller (in such capacity, the “Seller”), Wells Fargo Bank, N.A., as a servicer (in such capacity, a “Servicer”), as master servicer (in such capacity, the “Master Servicer”) and as trust administrator (in such capacity, the “Trust Administrator”), Select Portfolio Servicing, Inc., as a servicer (in such capacity, a “Servicer”), as special servicer (in such capacity, the “Special Servicer”) and as modification oversight agent, Banco Popular de Puerto Rico, as a servicer (in such capacity, a “Servicer”) and as back-up servicer (in such capacity, the “Back-up Servicer”), GreenPoint Mortgage Funding, Inc., as a servicer (a “Servicer”), Universal Master Servicing, LLC, as a servicer (a “Servicer”) and U.S. Bank National 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.

Pursuant to Section 6.02(f) of the Agreement, no transfer of an ERISA Restricted Certificate shall be made unless the Trust Administrator shall have received either (i) a representation letter from the transferee of such ERISA Restricted Certificate, acceptable to and in form and substance satisfactory to the Trust Administrator, to the effect that such transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or Section 4975 of the Code, or a person using the assets of any such plan or other retirement arrangement which representation letter shall not be an expense of the Trust Administrator or the Trust Fund, (ii) if the purchaser is an insurance company and the ERISA Restricted Certificate has been the subject of an ERISA-Qualifying Underwriting, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificate are covered under Sections I and III of PTCE 95-60 or (iii) in the case of any such ERISA Restricted Certificate presented for registration in the name of an employee benefit plan subject to ERISA or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a person using such plan’s or arrangement’s assets, an Opinion of Counsel satisfactory to the Trust Administrator to the effect that the purchase or holding of such Certificate will not result in prohibited transactions under Section 406 of ERISA and/or Section 4975 of the Code and will not subject the Depositor, the Trustee, the Trust Administrator, the Special Servicer, the Modification Oversight Agent, the Sellers, the Master Servicer, the Servicer or any other servicers to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the such parties or the Trust Fund.  In the event the representations referred to in the preceding sentence are not furnished, such representation shall be deemed to have been made to the Trust Administrator by the transferee’s acceptance of an ERISA Restricted Certificate or by any beneficial owner who purchases an interest in this certificate in book-entry form.  In the event that a representation is violated, or any attempt to transfer an ERISA Restricted Certificate to a plan or other retirement arrangement or person using a plan’s or arrangement’s assets is attempted without the delivery to the Trust Administrator of the Opinion of Counsel described above, the attempted transfer or acquisition of this certificate shall be void and of no effect. 

Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trust Administrator.








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

Dated:  December  ___, 2007.

WELLS FARGO BANK, N.A.,

as Trust Administrator

By__________________________________

Countersigned:

By ___________________________

Authorized Signatory of

WELLS FARGO BANK, N.A.,

as Trust Administrator











EXHIBIT G

FORM OF SUBSEQUENT TRANSFER AGREEMENT

THIS SUBSEQUENT TRANSFER AGREEMENT, dated as of [_____], 2008 (this “Subsequent Transfer Agreement”), among CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE CORP., a Delaware corporation, as depositor (the “Depositor”), [DLJ MORTGAGE CAPITAL, INC., a Delaware corporation,] in its capacity as a seller under the Pooling and Servicing Agreement referred to below (the “Seller”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”);

WHEREAS, the parties hereto are also among the parties to the Pooling and Servicing Agreement, dated as of November 1, 2007, among the Depositor, the Seller, the Trust Administrator, Universal Master Servicing L.L.C., as a servicer, Banco Popular De Puerto Rico, as a servicer and back-up servicer, GreenPoint Mortgage Funding, Inc., as a servicer (a “Servicer”), Select Portfolio Servicing, Inc. (“SPS”), as a servicer, a special servicer and as modification oversight agent the Trustee (the “Pooling and Servicing Agreement”), in relation to the Credit Suisse First Boston Mortgage Acceptance Corp., CSFB Mortgage-Backed Pass-Through Certificates, Series 2007-7;

WHEREAS, Sections 2.01(e) of the Pooling and Servicing Agreement provides for the parties hereto to enter into this Subsequent Transfer Agreement in accordance with the terms and conditions of the Pooling and Servicing Agreement;

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged the parties hereto agree as follows:

(i)

The “Subsequent Transfer Date” and “Subsequent Cut-off Date” with respect to this Subsequent Transfer Agreement shall be [_______________], 2008.

(ii)

The “Aggregate Subsequent Purchase Amount” with respect to this Subsequent Transfer Agreement shall be $[_____________], provided, however, that such amount shall not exceed the amount on deposit in the Prefunding Account.

(iii)

The Subsequent Mortgage Loans conveyed on the Subsequent Transfer Date shall satisfy the pool characteristics for the Trust Fund identified in Section 2.01(e) of the Pooling and Servicing Agreement.

(iv)

In case any provision of this Subsequent Transfer Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining   provisions or obligations shall not in any way be affected or impaired thereby.

(v)

In the event of any conflict between the provisions of this Subsequent Transfer Agreement and the Pooling and Servicing Agreement, the provisions of the Pooling and Servicing Agreement shall prevail.  Capitalized terms used herein and not otherwise defined have the meanings in the Pooling and Servicing Agreement.

(vi)

The Seller hereby sells, transfers, assigns, sets over and otherwise conveys to the Depositor, without recourse, all right title and interest in the Subsequent Mortgage  Loans identified in Schedule A, including all interest and principal due on or with   respect to such Subsequent Mortgage Loans on or after the Subsequent Cut-off Date and all interest and principal payments on such Subsequent Mortgage Loans received prior to the Subsequent Cut-off Date in respect of installments of interest and principal due thereafter, but not including principal and interest due on such Subsequent Mortgage Loans prior to the Subsequent Cut-off Date, any insurance   policies in respect of such Subsequent Mortgage Loans and all proceeds of any of   the foregoing.

(vii)

This Subsequent Transfer Agreement shall be governed by, and shall be construed and enforced in accordance with the laws of the State of New York.

(viii) 

The Subsequent Transfer Agreement may be executed in one or more counterparts, each of which so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same instrument.








IN WITNESS WHEREOF, the parties to this Subsequent Transfer Agreement have caused their names to be signed hereto by their respective officers thereunto duly authorized as of the day and year first above written.

CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE CORP.,

as Depositor

By:

__________________________________

Name:

Title:







DLJ MORTGAGE CAPITAL, INC.,

as Seller

By:

__________________________________

Name:

Title:







U.S. BANK NATIONAL ASSOCIATION,

not in its individual capacity, but solely as 

Trustee




By:

__________________________________

Name:

Title:




















EXHIBIT H



REVERSE OF CERTIFICATES

CREDIT SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

Credit Suisse First Boston Mortgage Securities Corp.,

CSMC Mortgage-Backed Pass-Through Certificates, Series 2007-7

Class [________]

This Certificate is one of a duly authorized issue of Certificates designated as Credit Suisse First Boston Mortgage Securities Corp., CSMC Mortgage-Backed Pass-Through Certificates, Series 2007-7, of the Series specified on the face hereof (herein collectively called the “Certificates”), and representing a beneficial ownership interest in the Trust Fund created by the Agreement.

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

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

Pursuant to the terms of the Agreement, a distribution will be made on the 25th day of each month, or, if such 25th day is not a Business Day, the Business Day immediately following such 25th day (the “Distribution Date”), commencing on the first Distribution Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date in an amount equal to the product of the Percentage Interest evidenced by this Certificate and the amount required to be distributed to Holders of Certificates of the Class to which this Certificate belongs on such Distribution Date pursuant to the Agreement.  [FOR LIBOR CERTIFICATES][With respect to the LIBOR Certificates, the Record Date applicable to each Distribution Date is the Business Day immediately preceding that Distribution Date so long as the Certificates remain Book-Entry Certificates, or otherwise on the close of business on the last Business Day of the month preceding the month in which the applicable Distribution Date occurs.  With respect to any other Class of Certificates, the close of business on the last Business Day of the month preceding the month in which the applicable Distribution Date occurs.]  [FOR NON-LIBOR CERTIFICATES][The Record Date applicable to each Distribution Date and each Class of Certificates is the close of business on the last Business Day of the calendar month immediately preceding the calendar month of such Distribution Date.]

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

The Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Trustee, the Trust Administrator and the rights of the Certificateholders under the Agreement at any time by the Depositor, the Master Servicer, the Servicers, the Special Servicer, the Seller, the Trustee and the Trust Administrator with the consent of the Holders of Certificates affected by such amendment evidencing the requisite Percentage Interest, as provided 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 Trust Administrator upon surrender of this Certificate for registration of transfer at the Corporate Trust Office or the office or agency maintained by the Trust Administrator in Minneapolis, Minnesota, accompanied by a written instrument of transfer in form satisfactory to the Trust Administrator and the Certificate Registrar duly executed by the holder hereof or such holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations and evidencing the same aggregate Percentage Interest in the Trust Fund will be issued to the designated transferee or transferees.

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

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

The Depositor, each Servicer, the Master Servicer, the Seller, the Trustee and the Trust Administrator and any agent of the Depositor, each Servicer, the Master Servicer, the Seller, the Trustee or the Trust Administrator may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Servicers, the Master Servicer, the Seller, the Trustee, the Trust Administrator or any such agent shall be affected by any notice to the contrary.

On any Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than 10% of the aggregate Stated Principal Balance of such Mortgage Loans as of the Cut-Off Date, and certain conditions in the Agreement are satisfied, the Terminating Entity, as provided in the Agreement, will have the option to purchase, in whole, from the Trust Fund all the remaining Mortgage Loans, all real property acquired in respect of the Mortgage Loans remaining in the trust and any related trust assets at a purchase price determined as provided in the Agreement. If the Terminating Entity does not exercise such purchase options, on any Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans is less than 5% of the aggregate Stated Principal Balance of the Mortgage Loans as of the Cut-Off Date, the Trust Administrator will solicit bids for the Mortgage Loans and the other assets in the trust in an auction procedures as provided in the Agreement.

In the event that an optional termination or auction purchase does not occur, the obligations and responsibilities created by the Agreement will terminate upon the later of the maturity or other liquidation (or any advance with respect thereto) of the last Mortgage Loan remaining in the Trust Fund or the disposition of all property in respect thereof and the distribution to Certificateholders of all amounts required to be distributed pursuant to the Agreement.  In no event, however, will the trust created by the Agreement continue beyond the earlier of (i) the expiration of 21 years from the death of the last survivor of the descendants living at the date of the Agreement of a certain person named in the Agreement or (ii) the Distribution Date following the third anniversary of the scheduled maturity date of the Mortgage Loan having the latest scheduled maturity date as of the Cut-off Date.  Any term used herein that is defined in the Agreement shall have the meaning assigned 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 Fund.

I (We) further direct the Trust Administrator to issue a new Certificate of a like denomination and Class, to the above named assignee and deliver such Certificate to the following address:

____________________________________________________________________

Dated:

__________________________________

Signature by or on behalf of assignor

DISTRIBUTION INSTRUCTIONS

The assignee should include the following for purposes of distribution:

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

____________________________________________________________________,

for the account of __________________________________,

account number ____________, or, if mailed by check, to __________________________________

____________________________________________________________________

____________________________________________________________________.

Applicable statements should be mailed to __________________________________

____________________________________________________________________

____________________________________________________________________.

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











EXHIBIT I



FORM OF SERVICER INFORMATION 

The following information will be e-mailed to the Master Servicer by each Servicer, and to the Trust Administrator by the Master Servicer, in accordance with Section 4.05:

					
	Standard Loan Level File Layout – Master Servicing




	Exhibit I-1:  Layout

	 
	 

	 

	 


	Column Name

	Description

	Decimal

	Format Comment

	Max Size


	Each file requires the following fields:

	 

	 

	 


	SER_INVESTOR_NBR

	A value assigned by the Servicer to define a group of loans.

	 

	Text up to 20 digits

	20


	LOAN_NBR

	A unique identifier assigned to each loan by the investor.

	 

	Text up to 10 digits

	10


	SERVICER_LOAN_NBR

	A unique number assigned to a loan by the Servicer.  This may be different than the LOAN_NBR.

	 

	Text up to 10 digits

	10


	SCHED_PAY_AMT

	Scheduled monthly principal and scheduled interest payment that a borrower is expected to pay, P&I constant.

	2

	No commas(,) or dollar signs ($)

	11


	NOTE_INT_RATE

	The loan interest rate as reported by the Servicer.

	4

	Max length of 6

	6


	NET_INT_RATE

	The loan gross interest rate less the service fee rate as reported by the Servicer.

	4

	Max length of 6

	6


	SERV_FEE_RATE

	The servicer's fee rate for a loan as reported by the Servicer. 

	4

	Max length of 6

	6


	SERV_FEE_AMT

	The servicer's fee amount for a loan as reported by the Servicer. 

	2

	No commas(,) or dollar signs ($)

	11


	NEW_PAY_AMT

	The new loan payment amount as reported by the Servicer. 

	2

	No commas(,) or dollar signs ($)

	11


	NEW_LOAN_RATE

	The new loan rate as reported by the Servicer. 

	4

	Max length of 6

	6


	ARM_INDEX_RATE

	The index the Servicer is using to calculate a forecasted rate.

	4

	Max length of 6

	6


	ACTL_BEG_PRIN_BAL

	The borrower's actual principal balance at the beginning of the processing cycle.

	2

	No commas(,) or dollar signs ($)

	11


	ACTL_END_PRIN_BAL

	The borrower's actual principal balance at the end of the processing cycle.

	2

	No commas(,) or dollar signs ($)

	11


	BORR_NEXT_PAY_DUE_DATE

	The date at the end of processing cycle that the borrower's next payment is due to the Servicer, as reported by Servicer.

	 

	MM/DD/YYYY

	10


	SERV_CURT_AMT_1

	The first curtailment amount to be applied.

	2

	No commas(,) or dollar signs ($)

	11


	SERV_CURT_DATE_1

	The curtailment date associated with the first curtailment amount. 

	 

	MM/DD/YYYY

	10


	CURT_ADJ_ AMT_1

	The curtailment interest on the first curtailment amount, if applicable.

	2

	No commas(,) or dollar signs ($)

	11


	SERV_CURT_AMT_2

	The second curtailment amount to be applied.

	2

	No commas(,) or dollar signs ($)

	11


	SERV_CURT_DATE_2

	The curtailment date associated with the second curtailment amount.

	 

	MM/DD/YYYY

	10


	CURT_ADJ_ AMT_2

	The curtailment interest on the second curtailment amount, if applicable.

	2

	No commas(,) or dollar signs ($)

	11














					
	 
	 
	 
	 
	 

	Exhibit I-1: Continued

	Standard Loan Level File Layout 

	 

	 

	 


	Column Name

	Description

	Decimal

	Format Comment

	 Max Size


	SERV_CURT_AMT_3

	The third curtailment amount to be applied.

	2

	No commas(,) or dollar signs ($)

	11


	SERV_CURT_DATE_3

	The curtailment date associated with the third curtailment amount.

	 

	MM/DD/YYYY

	10


	CURT_ADJ_AMT_3

	The curtailment interest on the third curtailment amount, if applicable.

	2

	No commas(,) or dollar signs ($)

	11


	PIF_AMT

	The loan "paid in full" amount as reported by the Servicer.

	2

	No commas(,) or dollar signs ($)

	11


	PIF_DATE

	The paid in full date as reported by the Servicer.

	 

	MM/DD/YYYY

	10


	


ACTION_CODE

	


The standard FNMA numeric code used to indicate the default/delinquent status of a particular loan.

	 

	Action Code Key: 15=Bankruptcy, 30=Foreclosure, , 60=PIF, 63=Substitution, 65=Repurchase,70=REO 

	2


	INT_ADJ_AMT

	The amount of the interest adjustment as reported by the Servicer.

	2

	No commas(,) or dollar signs ($)

	11


	SOLDIER_SAILOR_ADJ_AMT

	The Soldier and Sailor Adjustment amount, if applicable.

	2

	No commas(,) or dollar signs ($)

	11


	NON_ADV_LOAN_AMT

	The Non Recoverable Loan Amount, if applicable.

	2

	No commas(,) or dollar signs ($)

	11


	LOAN_LOSS_AMT

	The amount the Servicer is passing as a loss, if applicable.

	2

	No commas(,) or dollar signs ($)

	11


	Plus the following applicable fields:

	 

	 

	 


	SCHED_BEG_PRIN_BAL

	The scheduled outstanding principal amount due at the beginning of the cycle date to be passed through to investors.

	2

	No commas(,) or dollar signs ($)

	11


	SCHED_END_PRIN_BAL

	The scheduled principal balance due to investors at the end of a processing cycle.

	2

	No commas(,) or dollar signs ($)

	11


	SCHED_PRIN_AMT

	The scheduled principal amount as reported by the Servicer for the current cycle -- only applicable for Scheduled/Scheduled Loans.

	2

	No commas(,) or dollar signs ($)

	11


	SCHED_NET_INT

	The scheduled gross interest amount less the service fee amount for the current cycle as reported by the Servicer -- only applicable for Scheduled/Scheduled Loans.

	2

	No commas(,) or dollar signs ($)

	11


	ACTL_PRIN_AMT

	The actual principal amount collected by the Servicer for the current reporting cycle -- only applicable for Actual/Actual Loans.

	2

	No commas(,) or dollar signs ($)

	11


	ACTL_NET_INT

	The actual gross interest amount less the service fee amount for the current reporting cycle as reported by the Servicer -- only applicable for Actual/Actual Loans.

	2

	No commas(,) or dollar signs ($)

	11


	PREPAY_PENALTY_ AMT

	The penalty amount received when a borrower prepays on his loan as reported by the Servicer.  

	2

	No commas(,) or dollar signs ($)

	11


	PREPAY_PENALTY_ WAIVED

	The prepayment penalty amount for the loan waived by the servicer.

	2

	No commas(,) or dollar signs ($)

	11














					
	 
	 
	 
	 
	 

	Exhibit I-1: Continued

	Standard Loan Level File Layout 

	 

	 

	 


	Column Name

	Description

	Decimal

	Format Comment

	Max Size


	MOD_DATE

	The Effective Payment Date of the Modification for the loan.

	 

	MM/DD/YYYY

	10


	MOD_TYPE

	The Modification Type.

	 

	Varchar - value can be alpha or numeric

	30


	DELINQ_P&I_ADVANCE_AMT

	The current outstanding principal and interest advances made by Servicer.

	2

	No commas(,) or dollar signs ($)

	11


	


BREACH_FLAG

	Flag to indicate if the repurchase of a loan is due to a breach of Representations and Warranties

	 
	Y=Breach

N=NO Breach

Let blank if N/A

	1














WELLS FARGO BANK, N.A.

Calculation of Realized Loss/Gain Form 332– Instruction Sheet

NOTE:  Do not net or combine items.  Show all expenses individually and all credits as separate line items.  Claim packages are due on the remittance report date.  Late submissions may result in claims not being passed until the following month.  The Servicer is responsible to remit all funds pending loss approval and /or resolution of any disputed items.  

The numbers on the 332 form correspond with the numbers listed below.

Liquidation and Acquisition Expenses:

1.

The Actual Unpaid Principal Balance of the Mortgage Loan.  For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.




2.

The Total Interest Due less the aggregate amount of servicing fee that would have been earned if all delinquent payments had been made as agreed. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

3. 

Accrued Servicing Fees based upon the Scheduled Principal Balance of the Mortgage Loan as calculated on a monthly basis. For documentation, an Amortization Schedule from date of default through liquidation breaking out the net interest and servicing fees advanced is required.

4-12.

Complete as applicable.  Required documentation:

*  For taxes and insurance advances – see page 2 of 332 form - breakdown required showing period of coverage, base tax, interest, penalty.  Advances prior to default require evidence of servicer efforts to recover advances.

*  For escrow advances - complete payment history (to calculate advances from last positive escrow balance forward)

*  Other expenses -  copies of corporate advance history showing all payments

*  REO repairs > $1500 require explanation

*  REO repairs >$3000 require evidence of at least 2 bids.

*  Short Sale or Charge Off require P&L supporting the decision and WFB’s approved Servicing Officer Certification

*  Unusual or extraordinary items may require further documentation.

13.

The total of lines 1 through 12.

Credits:

14-21.

Complete as applicable.  Required documentation:

* Copy of the HUD 1 from the REO sale.  If a 3rd Party Sale, bid instructions and Escrow Agent / Attorney Letter of Proceeds Breakdown.

*  Copy of EOB for any MI or gov't guarantee

*  All other credits need to be clearly defined on the 332 form            

22.

The total of lines 14 through 21.




Please Note:

For HUD/VA loans, use line (18a) for Part A/Initial proceeds and line (18b) for Part B/Supplemental proceeds.




Total Realized Loss (or Amount of Any Gain)

23.

The total derived from subtracting line 22 from 13.  If the amount represents a realized gain, show the amount in parenthesis (   ). 






Calculation of Realized Loss/Gain Form 332




Prepared by:  __________________

Date:  _______________

Phone:  ______________________   Email Address:_____________________




					
	Servicer Loan No.

	 
	Servicer Name

	 
	Servicer Address










WELLS FARGO BANK, N.A. Loan No._____________________________




Borrower's Name: _________________________________________________________

Property Address: _________________________________________________________




Liquidation Type:  REO Sale

 3rd Party Sale

Short Sale

Charge Off

Was this loan granted a Bankruptcy deficiency or cramdown

Yes

    No

If “Yes”, provide deficiency or cramdown amount _______________________________




Liquidation and Acquisition Expenses:

(1)

Actual Unpaid Principal Balance of Mortgage Loan

$ ______________

(1)

(2)

Interest accrued at Net Rate

 _______________

(2)

(3)

Accrued Servicing Fees

 _______________

(3)

(4)

Attorney's Fees

 _______________

(4)

(5)

Taxes (see page 2)

 _______________

(5)

(6)

Property Maintenance

 _______________

(6)

(7)

MI/Hazard Insurance Premiums (see page 2)

 _______________

(7)

(8)

Utility Expenses

 _______________

(8)

(9)

Appraisal/BPO

 _______________

(9)

(10)

Property Inspections

 _______________

(10)

(11)

FC Costs/Other Legal Expenses

 _______________

(11)

(12)

Other (itemize)

 _______________

(12)

Cash for Keys__________________________

 _______________

(12)

HOA/Condo Fees_______________________

 _______________

(12)

______________________________________

 _______________

(12)




Total Expenses

$ _____________

(13)

Credits:

(14)

Escrow Balance

$______________

(14)

(15)

HIP Refund

 _______________

(15)

(16)

Rental Receipts

 _______________

(16)

(17)

Hazard Loss Proceeds

 _______________

(17)

(18)

Primary Mortgage Insurance / Gov’t Insurance

 _______________

(18a) HUD Part A

 _______________

(18b) HUD Part B

(19)

Pool Insurance Proceeds

 _______________

(19)

(20)

Proceeds from Sale of Acquired Property

 _______________

(20)

(21)

Other (itemize)

 _______________

(21)

_________________________________________

 _______________

(21)




Total Credits

$______________

(22)

Total Realized Loss (or Amount of Gain)

$______________

(23)






Escrow Disbursement Detail







							
	Type

(Tax /Ins.)

	Date Paid

	Period of Coverage

	Total Paid

	Base Amount

	Penalties

	Interest


	








	 
	 
	 
	 
	 
	 

	








	 
	 
	 
	 
	 
	 

	








	 
	 
	 
	 
	 
	 

	








	 
	 
	 
	 
	 
	 

	








	 
	 
	 
	 
	 
	 

	








	 
	 
	 
	 
	 
	 

	








	 
	 
	 
	 
	 
	 

	








	 
	 
	 
	 
	 
	 






















Exhibit I-2  : Standard File Layout – Delinquency Reporting




  *The column/header names in bold are the minimum fields Wells Fargo must receive from every Servicer

				
	Column/Header Name

	Description

	Decimal

	Format Comment


	SERVICER_LOAN_NBR

	A unique number assigned to a loan by the Servicer.  This may be different than the LOAN_NBR

	 
	 


	LOAN_NBR

	A unique identifier assigned to each loan by the originator.

	 
	 


	CLIENT_NBR

	Servicer Client Number

	 
	 

	SERV_INVESTOR_NBR

	Contains a unique number as assigned by an external servicer to identify a group of loans in their system.

	 
	 


	BORROWER_FIRST_NAME

	First Name of the Borrower.

	 
	 

	BORROWER_LAST_NAME

	Last name of the borrower.

	 
	 

	PROP_ADDRESS

	Street Name and Number of Property

	 
	 


	PROP_STATE

	The state where the  property located.

	 
	 


	PROP_ZIP

	Zip code where the property is located.

	 
	 


	BORR_NEXT_PAY_DUE_DATE

	The date that the borrower's next payment is due to the servicer at the end of processing cycle, as reported by Servicer.

	 
	MM/DD/YYYY


	LOAN_TYPE

	Loan Type (i.e. FHA, VA, Conv)

	 
	 


	BANKRUPTCY_FILED_DATE

	The date a particular bankruptcy claim was filed.

	 
	MM/DD/YYYY


	BANKRUPTCY_CHAPTER_CODE

	The chapter under which the bankruptcy was filed.

	 
	 


	BANKRUPTCY_CASE_NBR

	The case number assigned by the court to the bankruptcy filing.

	 
	 


	POST_PETITION_DUE_DATE

	The payment due date once the bankruptcy has been approved by the courts

	 
	MM/DD/YYYY


	BANKRUPTCY_DCHRG_DISM_DATE

	The Date The Loan Is Removed From Bankruptcy. Either by Dismissal, Discharged and/or a Motion For Relief Was Granted. 

	 
	MM/DD/YYYY


	LOSS_MIT_APPR_DATE

	The Date The Loss Mitigation Was Approved By The Servicer

	 
	MM/DD/YYYY


	LOSS_MIT_TYPE

	The Type Of Loss Mitigation Approved For A Loan Such As;

	 
	 

	LOSS_MIT_EST_COMP_DATE

	The Date The Loss Mitigation /Plan Is Scheduled To End/Close

	 
	MM/DD/YYYY


	LOSS_MIT_ACT_COMP_DATE

	The Date The Loss Mitigation Is Actually Completed

	 
	MM/DD/YYYY


	FRCLSR_APPROVED_DATE

	The date DA Admin sends a letter to the servicer with instructions to begin foreclosure proceedings.

	 
	MM/DD/YYYY


	ATTORNEY_REFERRAL_DATE

	Date File Was Referred To Attorney to Pursue Foreclosure

	 
	MM/DD/YYYY


	FIRST_LEGAL_DATE

	Notice of 1st legal filed by an Attorney in a Foreclosure Action

	 
	MM/DD/YYYY


	FRCLSR_SALE_EXPECTED_DATE

	The date by which a foreclosure sale is expected to occur.

	 
	MM/DD/YYYY


	FRCLSR_SALE_DATE

	The actual date of the foreclosure sale.

	 
	MM/DD/YYYY


	FRCLSR_SALE_AMT

	The amount a property sold for at the foreclosure sale.

	2

	No commas(,) or dollar signs ($)


	EVICTION_START_DATE

	The date the servicer initiates eviction of the borrower.

	 
	MM/DD/YYYY


	EVICTION_COMPLETED_DATE

	The date the court revokes legal possession of the property from the borrower.

	 
	MM/DD/YYYY


	LIST_PRICE

	The price at which an REO property is marketed.

	2

	No commas(,) or dollar signs ($)


	LIST_DATE

	The date an REO property is listed at a particular price.

	 
	MM/DD/YYYY


	OFFER_AMT

	The dollar value of an offer for an REO property.

	2

	No commas(,) or dollar signs ($)


	OFFER_DATE_TIME

	The date an offer is received by DA Admin or by the Servicer.

	 
	MM/DD/YYYY


	REO_CLOSING_DATE

	The date the REO sale of the property is scheduled to close.

	 
	MM/DD/YYYY


	REO_ACTUAL_CLOSING_DATE

	Actual Date Of REO Sale

	 
	MM/DD/YYYY


	OCCUPANT_CODE

	Classification of how the property is occupied.

	 
	 


	PROP_CONDITION_CODE

	A code that indicates the condition of the property.

	 
	 


	PROP_INSPECTION_DATE

	The date a  property inspection is performed.

	 
	MM/DD/YYYY


	APPRAISAL_DATE

	The date the appraisal was done.

	 
	MM/DD/YYYY


	CURR_PROP_VAL

	 The current "as is" value of the property based on brokers price opinion or appraisal.

	2

	 


	REPAIRED_PROP_VAL

	The amount the property would be worth if repairs are completed pursuant to a broker's price opinion or appraisal.

	2

	 


	If applicable:

	 

	 
	 


	DELINQ_STATUS_CODE

	FNMA Code Describing Status of Loan

	 
	 

	DELINQ_REASON_CODE

	The circumstances which caused a borrower to stop paying on a loan.   Code indicates the reason why the loan is in default for this cycle.

	 
	 

	MI_CLAIM_FILED_DATE

	Date Mortgage Insurance Claim Was Filed With Mortgage Insurance Company.

	 
	MM/DD/YYYY


	MI_CLAIM_AMT

	Amount of Mortgage Insurance Claim Filed

	 
	No commas(,) or dollar signs ($)


	MI_CLAIM_PAID_DATE

	Date Mortgage Insurance Company Disbursed Claim Payment

	 
	MM/DD/YYYY


	MI_CLAIM_AMT_PAID

	Amount Mortgage Insurance Company Paid On Claim

	2

	No commas(,) or dollar signs ($)


	POOL_CLAIM_FILED_DATE

	Date Claim Was Filed With Pool Insurance Company

	 
	MM/DD/YYYY


	POOL_CLAIM_AMT

	Amount of Claim Filed With Pool Insurance Company

	2

	No commas(,) or dollar signs ($)


	POOL_CLAIM_PAID_DATE

	Date Claim Was Settled and The Check Was Issued By The Pool Insurer

	 
	MM/DD/YYYY


	POOL_CLAIM_AMT_PAID

	Amount Paid On Claim By Pool Insurance Company

	2

	No commas(,) or dollar signs ($)


	FHA_PART_A_CLAIM_FILED_DATE

	 Date FHA Part A Claim Was Filed With HUD

	 
	MM/DD/YYYY


	FHA_PART_A_CLAIM_AMT

	 Amount of FHA Part A Claim Filed

	2

	No commas(,) or dollar signs ($)


	FHA_PART_A_CLAIM_PAID_DATE

	 Date HUD Disbursed Part A Claim Payment

	 
	MM/DD/YYYY


	FHA_PART_A_CLAIM_PAID_AMT

	 Amount HUD Paid on Part A Claim

	2

	No commas(,) or dollar signs ($)


	FHA_PART_B_CLAIM_FILED_DATE

	  Date FHA Part B Claim Was Filed With HUD

	 
	MM/DD/YYYY


	FHA_PART_B_CLAIM_AMT

	  Amount of FHA Part B Claim Filed

	2

	No commas(,) or dollar signs ($)


	FHA_PART_B_CLAIM_PAID_DATE

	   Date HUD Disbursed Part B Claim Payment

	 
	MM/DD/YYYY


	FHA_PART_B_CLAIM_PAID_AMT

	 Amount HUD Paid on Part B Claim

	2

	No commas(,) or dollar signs ($)


	VA_CLAIM_FILED_DATE

	 Date VA Claim Was Filed With the Veterans Admin

	 
	MM/DD/YYYY


	VA_CLAIM_PAID_DATE

	 Date Veterans Admin. Disbursed VA Claim Payment

	 
	MM/DD/YYYY


	VA_CLAIM_PAID_AMT

	 Amount Veterans Admin. Paid on VA Claim

	2

	No commas(,) or dollar signs ($)


	MOTION_FOR_RELIEF_DATE

	The date the Motion for Relief was filed

	10

	MM/DD/YYYY


	FRCLSR_BID_AMT

	The foreclosure sale bid amount

	11

	No commas(,) or dollar signs ($)


	FRCLSR_SALE_TYPE

	The foreclosure sales results: REO, Third Party, Conveyance to HUD/VA

	 
	 


	REO_PROCEEDS

	The net proceeds from the sale of the REO property.  

	 
	No commas(,) or dollar signs ($)


	BPO_DATE

	The date the BPO was done.

	 
	 


	CURRENT_FICO

	The current FICO score

	 
	 


	HAZARD_CLAIM_FILED_DATE

	The date the Hazard Claim was filed with the Hazard Insurance Company.

	10

	MM/DD/YYYY


	HAZARD_CLAIM_AMT

	The amount of the Hazard Insurance Claim filed.

	11

	No commas(,) or dollar signs ($)


	HAZARD_CLAIM_PAID_DATE

	The date the Hazard Insurance Company disbursed the claim payment.

	10

	MM/DD/YYYY


	HAZARD_CLAIM_PAID_AMT

	The amount the Hazard Insurance Company paid on the claim.

	11

	No commas(,) or dollar signs ($)


	ACTION_CODE

	Indicates loan status

	 
	Number


	NOD_DATE

	 

	 

	MM/DD/YYYY


	NOI_DATE

	 

	 

	MM/DD/YYYY


	ACTUAL_PAYMENT_PLAN_START_DATE

	 

	 

	MM/DD/YYYY


	ACTUAL_PAYMENT_ PLAN_END_DATE

	 

	 

	 


	ACTUAL_REO_START_DATE

	 

	 

	MM/DD/YYYY


	REO_SALES_PRICE

	 

	 

	Number


	REALIZED_LOSS/GAIN

	As defined in the Servicing Agreement

	 

	Number










Exhibit I-2: Standard File Codes – Delinquency Reporting




The Loss Mit Type field should show the approved Loss Mitigation Code as follows: 

·

ASUM-

Approved Assumption

·

BAP-

Borrower Assistance Program

·

CO-

   Charge Off

·

DIL-

   Deed-in-Lieu

·

FFA-

   Formal Forbearance Agreement

·

MOD-

   Loan Modification

·

PRE-

   Pre-Sale

·

SS-

   Short Sale

·

MISC-

Anything else approved by the PMI or Pool Insurer




NOTE: Wells Fargo Bank will accept alternative Loss Mitigation Types to those above, provided that they are consistent with industry standards.  If Loss Mitigation Types other than those above are used, the Servicer must supply Wells Fargo Bank with a description of each of the Loss Mitigation Types prior to sending the file.




The Occupant Code field should show the current status of the property code as follows:

·

Mortgagor

·

Tenant

·

Unknown 

·

Vacant




The Property Condition field should show the last reported condition of the property as follows: 

·

Damaged

·

Excellent

·

Fair

·

Gone

·

Good

·

Poor

·

Special Hazard

·

Unknown











Exhibit I-2: Standard File Codes – Delinquency Reporting, Continued




The FNMA Delinquent Reason Code field should show the Reason for Delinquency as follows: 




		
	Delinquency Code

	Delinquency Description


	001

	FNMA-Death of principal mortgagor


	002

	FNMA-Illness of principal mortgagor


	003

	FNMA-Illness of mortgagor’s family member


	004

	FNMA-Death of mortgagor’s family member


	005

	FNMA-Marital difficulties


	006

	FNMA-Curtailment of income


	007

	FNMA-Excessive Obligation


	008

	FNMA-Abandonment of property


	009

	FNMA-Distant employee transfer


	011

	FNMA-Property problem


	012

	FNMA-Inability to sell property


	013

	FNMA-Inability to rent property


	014

	FNMA-Military Service


	015

	FNMA-Other


	016

	FNMA-Unemployment


	017

	FNMA-Business failure


	019

	FNMA-Casualty loss


	022

	FNMA-Energy environment costs


	023

	FNMA-Servicing problems


	026

	FNMA-Payment adjustment


	027

	FNMA-Payment dispute


	029

	FNMA-Transfer of ownership pending


	030

	FNMA-Fraud


	031

	FNMA-Unable to contact borrower


	INC

	FNMA-Incarceration

















Exhibit I-2: Standard File Codes – Delinquency Reporting, Continued




The FNMA Delinquent Status Code field should show the Status of Default as follows: 




		
	Status Code

	Status Description


	09

	Forbearance


	17

	Pre-foreclosure Sale Closing Plan Accepted


	24

	Government Seizure


	26

	Refinance


	27

	Assumption


	28

	Modification


	29

	Charge-Off


	30

	Third Party Sale


	31

	Probate


	32

	Military Indulgence


	43

	Foreclosure Started


	44

	Deed-in-Lieu Started


	49

	Assignment Completed


	61

	Second Lien Considerations


	62

	Veteran’s Affairs-No Bid


	63

	Veteran’s Affairs-Refund


	64

	Veteran’s Affairs-Buydown


	65

	Chapter 7 Bankruptcy


	66

	Chapter 11 Bankruptcy


	67

	Chapter 13 Bankruptcy







 




 

















EXHIBIT I-A




BASE LIQUIDATION REPORT




The following information will be e-mailed to the Trust Administrator by SPS, in accordance with Section 4.05:




Base Liquidation Report




Type of Liquidation: 

Investor Loan Number: 

Loan Number:

Liq Report log No: 

Lien Position:

Report Date:

REMIC #

Ending Interest Rate: 

Original Amount of Loan:

Fixed or Adjustable:

UPB Accrued Int to frcl sale:

Advanced Delinquent Interest:

Date Borrower Paid To:

Borrower's Name: 

Property Address:




MSP Bank/Category: 

Note Date:

Date of REO:

Disposition Date:

Amount 

Date of Valuation 

Type of Valuation

Market Value

AS IS:

Repaired: 

Supplemental Value

AS IS:

Repaired: 

REO BPO Value:

List Price: 

Sales Price: 

Proceeds

Expenses

List Price:

Servicing Advances:

Sales Price:

Payee 70R01 Acquisition:

Broker’s Commission:

Payee 75R60 REO:

Bonus Commission: 

Payee 75R49 Foreclosure:

Lien Purchase/Paid Off: 

Payee 75R36 Escrow:

Seller Closing Costs: 

Payee 75R52 Bankruptcy:

Repair Costs:

Discrepancy Amount:

Seller Concessions: 

Servicing Advance Total:

Other Closing Costs:

_______________

Advances Applied After Liquidation: 

Net Proceeds:

_______________

Prior Additional Advances:

Escrow Balance:

Escrow Advance:

Suspense Balance:

Interest On Advances:

Restricted Escrow:

Other Advances:

Rental Income Received:

Servicing Advance Holdbacks:

Insurance Settlement Received: 

Property Inspection:

Other:

BPO:

Total Liquidation Proceeds: 

Lender Placed Insurance:

Total Liquidation Expenses: 

Utilities:

Net Liquidation Proceeds: 

REO Repair Costs:

Loan Principal Balance: 

Foreclosure Fees:

Realized Gain/Loss Amount: 

Bankruptcy:

Additional Proceeds Applied: 

Eviction Costs:

Prior Additional Proceeds: 

Transfer Tax:

Reconveyance Fees:

Other Holdbacks:

Demand Fee:

Total Holdbacks:

Loss Severity: 

Other Fees (Including Fee Code B):

    UPB Accrued Interest to COE:

    Advanced Delinquent Interest:

    Stopped Delinquent Interest:

    Deferred Interest:

    Additional Interest:

    Total Liquidation Expenses:




Mgr. Approval ________________

Corp. Approval

















EXHIBIT J



FORM OF [INITIAL][SUBSEQUENT] CERTIFICATION OF TRUSTEE

[_________________, 200_]

Credit Suisse First Boston Mortgage Securities Corp.

11 Madison Avenue, 5th Floor

New York, New York 10010

DLJ Mortgage Capital, Inc.

11 Madison Avenue, 4th Floor

New York, New York 10010




Re:

Pooling and Servicing Agreement (“Pooling and Servicing Agreement”) relating to [__________________] CSMC  Mortgage-Backed Pass-Through Certificates, Series 200_-___

Ladies and Gentlemen:

In accordance with and subject to the provisions of Section 2.02 of the Pooling and Servicing Agreement, the undersigned, as Trustee, hereby certifies that, except for the exceptions noted on the schedule attached hereto, it has (a) received an original Mortgage Note and Assignment of Mortgage (except with respect to MERS Designated Mortgage Loans) with respect to each Mortgage Loan listed on the Mortgage Loan Schedule and (b) such Mortgage Note has been reviewed by it and appears regular on its face and relates to such Mortgage Loan.  The Trustee has made no independent examination of any documents contained in each Mortgage File beyond the review specifically mentioned above.  The Trustee makes no representations as to:  (i) the validity, legality, sufficiency, enforceability, recordability, perfection, priority, due authorization or genuineness of any of the documents delivered in accordance with Section 2.01 of the Pooling and Servicing Agreement or any of the Mortgage Loans identified in the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan.

The Trustee acknowledges receipt of notice that the Depositor has granted to the Trustee for the benefit of the Certificateholders a security interest in all of the Depositor’s right, title and interest in and to the Mortgage Loans.

Capitalized terms used herein without definition shall have the meaning assigned to them in the Pooling and Servicing Agreement.

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

By: __________________________________

Authorized Representative











EXHIBIT K



FORM OF FINAL CERTIFICATION OF TRUSTEE



           [date]

Credit Suisse First Boston Mortgage Securities Corp.

11 Madison Avenue, 5th Floor

New York, New York 10010

DLJ Mortgage Capital, Inc.

11 Madison Avenue, 4th Floor

New York, New York 10010




Re:

Pooling and Servicing Agreement (“Pooling and Servicing Agreement”) relating to [___________________] CSMC Mortgage-Backed Pass-Through Certificates, Series 200_-___

Ladies and Gentlemen:

In accordance with and subject to the provisions of Section 2.02 of the above-referenced Pooling and Servicing Agreement the undersigned, as Trustee, hereby certifies that, except for the exceptions noted on the schedule attached hereto, as to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in full) it has reviewed the Mortgage File and has determined that (based solely on its review of each such documents on its face) (i) all documents described in clauses (i)-(v) of Section 2.01(b) 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 related to such Mortgage Loan and (iii) each Mortgage Note has been endorsed and each assignment of Mortgage has been delivered as provided in Section 2.01 of the Pooling and Servicing Agreement.  The Trustee has made no independent examination of any documents required to be delivered in accordance with Section 2.01 of the Pooling and Servicing Agreement beyond the review specifically required therein.  The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability, recordability, perfection, priority, due authorization or genuineness of any of the documents required to be delivered in accordance with Section 2.01 of the Pooling and Servicing Agreement or any of the Mortgage Loans identified on the Mortgage Loan Schedule, or (ii) the collectibility, insurability, effectiveness or suitability of any such Mortgage Loan.








Capitalized terms used herein without definition have the meanings ascribed to them in the Pooling and Servicing Agreement.

U.S. BANK NATIONAL ASSOCIATION,

as Trustee

By: __________________________________

Authorized Representative














EXHIBIT L



FORM OF REQUEST FOR RELEASE



           [date]

To:  U.S. Bank National Association

In connection with the administration of the Mortgage Loans held by you as Trustee under the Pooling and Servicing Agreement dated as of November 1, 2007 (the “Pooling and Servicing Agreement”), among the Depositor, DLJ Mortgage Capital, Inc., as seller (in such capacity, the “Seller”),  Wells Fargo Bank, N.A., as a servicer (in such capacity, a “Servicer”), as master servicer (in such capacity, the “Master Servicer”) and as trust administrator (in such capacity, the “Trust Administrator”), Banco Popular de Puerto Rico (“Banco Popular”), as a servicer (in such capapcity, a “Servicer”) and as back-up servicer (in such capapcity, the “Back-up Servicer”), Select Portfolio Servicing, Inc., as a servicer (in such capacity, a “Servicer”), as special servicer (in such capacity, the “Special Servicer”), and as modification oversight agent (in such capacity, the “Modification Oversight Agent”), GreenPoint Mortgage Funding, Inc., as a servicer (a “Servicer”), Universal Master Servicing, LLC, as a servicer (a “Servicer”) and U.S. Bank National Association, as trustee (the “Trustee”), the undersigned hereby requests a release of the Mortgage File held by you as Trustee with respect to the following described Mortgage Loan for the reason indicated below.  

Mortgagor’s Name:

Address:

Loan No.:

Reason for requesting file:

			
	____

	1.

	Mortgage Loan paid in full.

(The Servicer hereby certifies that all amounts received in connection with the Mortgage Loan have been or will be credited to the Certificate Account pursuant to the Pooling and Servicing Agreement.)


	____

	2.

	Mortgage Loan purchased.

(The Servicer hereby certifies that the Purchase Price has been credited to the Certificate Account pursuant to the Pooling and Servicing Agreement.)


	____

	3.

	The Mortgage Loan is being foreclosed.


	____

	4.

	Other.  (Describe)


	 
	 
	 



The undersigned acknowledges that the above Mortgage File will be held by the undersigned in accordance with the provisions of the Pooling and Servicing Agreement and will be returned, except if the Mortgage Loan has been paid in full or purchased (in which case the Mortgage File will be retained by us permanently) when no longer required by us for such purpose.

Capitalized terms used herein shall have the meanings ascribed to them in the Pooling and Servicing Agreement.

[NAME OF SERVICER]

By: __________________________________

Name:

Title:











EXHIBIT M



FORM OF TRANSFEROR CERTIFICATE

           [date]

Credit Suisse First Boston Mortgage Securities Corp.

11 Madison Avenue, 5th Floor

New York, NY 10010

Wells Fargo Bank, National Association

Sixth Street and Marquette Avenue

Minneapolis, Minnesota  55479




Re:

[__________________] CSMC  Mortgage-Backed Pass-Through Certificates, Series 200_-__

Ladies and Gentlemen:

In connection with our disposition of the above Certificates we certify that (a) we understand that the Certificates have not been registered under the Securities Act of 1933, as amended (the “Act”), and are being disposed by us in a transaction that is exempt from the registration requirements of the Act, (b) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, in a manner that would be deemed, or taken any other action which would result in, a violation of Section 5 of the Act and (c) to the extent we are disposing of a Class AR Certificate, we have no knowledge the Transferee is not a Permitted Transferee.

Very truly yours,







__________________________________

Print Name of Transferor



By: __________________________________

Authorized Officer














EXHIBIT N-1

FORM OF INVESTMENT LETTER

            [date]

Credit Suisse First Boston Mortgage Securities Corp.

11 Madison Avenue, 5th Floor

New York, NY 10010

Wells Fargo Bank, National Association

Sixth Street and Marquette Avenue

Minneapolis, Minnesota  55479




Re:

[__________________] Mortgage-Backed Pass-Through Certificates, Series 200_-__

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 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) in the case of an ERISA-Restricted Certificate, either (i) we are not an employee benefit plan or other retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended, or Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we using the assets of any such plan or other retirement arrangement, (ii) we are providing an Opinion of Counsel which establishes to the reasonable satisfaction of the Trustee that the purchase and holding of ERISA Restricted Certificates by, on behalf of or with “plan assets” of such plan or other retirement arrangement will not result in non-exempt prohibited transactions under Section 406 of ERISA or Section 4975 of the Code, and will not subject the Depositor, the Trustee, the Trust Administrator, the Master Servicer, the Special Servicer, the Modification Oversight Agent, the Sellers, the Servicers or any other servicers to any obligation in addition to those undertaken in the Pooling and Servicing Agreement dated as of November 1, 2007 or (iii) if, in the case of ERISA Restricted Certificates that have been the subject of an ERISA-Qualifying Underwriting, we are an insurance company, we are purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and our purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60, (e) we are acquiring the Certificates for investment for our own account and not with a view to any distribution of such Certificates (but without prejudice to our right at all times to sell or otherwise dispose of the Certificates in accordance with clause (g) below), (f) we have not offered or sold any Certificates to, or solicited offers to buy any Certificates from, any person, or otherwise approached or negotiated with any person with respect thereto, or taken any other action which would result in a violation of Section 5 of the Act, and (g) we will not sell, transfer or otherwise dispose of any Certificates unless (1) such sale, transfer or other disposition is made pursuant to an effective registration statement under the Act or is exempt from such registration requirements, and if requested, we will at our expense provide an opinion of counsel satisfactory to the addressees of this Certificate that such sale, transfer or other disposition may be made pursuant to an exemption from the Act, (2) the purchaser or transferee of such Certificate has executed and delivered to you a certificate to substantially the same effect as this certificate, and (3) the purchaser or transferee has otherwise complied with any conditions for transfer set forth in the Pooling and Servicing Agreement.

Very truly yours,

________________________

Print Name of Transferee

By:                                     

Authorized Officer














EXHIBIT N-2



FORM OF RULE 144A LETTER

           [date]

Credit Suisse First Boston Mortgage Securities Corp.

11 Madison Avenue, 5th Floor

New York, NY 10010 

Wells Fargo Bank, National Association

Sixth Street and Marquette Avenue

Minneapolis, Minnesota  55479




Re:

[__________________] CSMC  Mortgage-Backed Pass-Through Certificates, Series 200_-__

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 such knowledge and experience in financial and business matters that we are capable of evaluating the merits and risks of investments in the Certificates, (c) we have had the opportunity to ask questions of and receive answers from the Depositor concerning the purchase of the Certificates and all matters relating thereto or any additional information deemed necessary to our decision to purchase the Certificates, (d) either (i) we are not an employee benefit plan or other retirement arrangement that is subject to the Employee Retirement Income Security Act of 1974, as amended,  or Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we using the assets of any such plan or other retirement arrangement, (ii) we are providing an Opinion of Counsel which establishes to the reasonable satisfaction of the Trustee that the purchase and holding of ERISA Restricted Certificates by, on behalf of or with “plan assets” of such plan will not result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, and will not subject the Depositor, the Trustee, the Trust Administrator, the Master Servicer, the Special Servicer, the Servicers or any other servicers to any obligation in addition to those undertaken in the Pooling and Servicing Agreement dated as of November 1, 2007 or (iii) if, in the case of an ERISA Restricted Certificates that have been the subject of an ERISA-Qualifying Underwriting, we are an insurance company, we are purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and our purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60, (e) 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 Act or that would render the disposition of the Certificates a violation of Section 5 of the Act or require registration pursuant thereto, nor will act, nor has authorized or will authorize any person to act, in such manner with respect to the Certificates, (f) we are a “qualified institutional buyer” as that term is defined in Rule 144A under the Act (“Rule 144A”) and have completed either of the forms of certification to that effect attached hereto as Annex 1 or Annex 2, (g) we are aware that the sale to us is being made in reliance on Rule 144A, and (h) 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 (A) 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 (B) pursuant to another exemption from registration under the Act.

Very truly yours,





__________________________________

Print Name of Transferee





By: __________________________________

Authorized Officer

















EXHIBIT N-3




FORM OF REGULATION S LETTER







Credit Suisse First Boston Mortgage Securities Corp.

11 Madison Avenue, 5th Floor

New York, New York 10010

Wells Fargo Bank, National Association

Sixth Street and Marquette Avenue

Minneapolis, Minnesota  55479




Re:

[_________________________] CSMC  Mortgage-Backed Pass-Through Certificates, Series 2007-7 (the “Certificates”)

Reference is hereby made to the Pooling and Servicing Agreement (the “Pooling and Servicing Agreement”), dated as of November 1, 2007, among the Depositor, DLJ Mortgage Capital, Inc., as seller, Wells Fargo Bank, N.A., as a servicer, as master servicer and as trust administrator, Select Portfolio Servicing, Inc., as a servicer, as special servicer and as modification oversight agent, Banco Popular de Puerto Rico, as a servicer and as back-up servicer, GreenPoint Mortgage Funding, Inc., as a servicer, Universal Master Servicing, LLC, as a servicer and U.S. Bank National Association, as trustee.  All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.

This letter relates to U.S. $                              aggregate principal amount of Certificates which are held in the name of [name of transferor]                                                         (the “Transferor”).  The Transferor intends to transfer the Certificates to [name of transferee] ____________________ (the “Transferee”).

In connection with such request, each of the Transferor and the Transferee does hereby certify that such transfer has been effected in accordance with the transfer restrictions set forth in the Pooling and Servicing Agreement and the Certificates and in accordance with Rule 904 of Regulation S, and that:

a.

the offer of the Certificates was not made to a person in the United States; 

b.

at the time the buy order was originated, the Transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed that the Transferee was outside the United States;

c.

no directed selling efforts have been made in contravention of the requirements of Rule 903 or 904 of Regulation S, as applicable;

d.

the transaction is not part of a plan or scheme to evade the registration requirements of the United States Securities Act of 1933, as amended; and

e.

the Transferee is not a U.S. person (as defined in Regulation S).

You are entitled to rely upon this letter and are irrevocably authorized to produce this letter or a copy hereof to any interested party in any administrative or legal proceedings or official inquiry with respect to the matters covered hereby.  Terms used in this letter and not otherwise defined herein or in the Pooling and Servicing Agreement shall have the meanings set forth in Regulation S.










                                                             

[Name of Transferor]







By:                                                         

Name:

      Title:




                                                             

[Name of Transferee]







By:                                                         

Name:

      Title:

Date:                                   ,       

















EXHIBIT O



FORM OF INVESTOR TRANSFER AFFIDAVIT AND AGREEMENT

STATE OF

)

: ss.:

COUNTY OF

)




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

1.

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

2.

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

3.

That the Owner is aware (i) of the tax that would be imposed on transfers of Class AR Certificates to disqualified organizations under the Code; (ii) that such tax would be on the transferor, or, if such transfer is through an agent (which person includes a broker, nominee or middleman) for a non-Permitted Transferee, on the agent; (iii) that the person otherwise liable for the tax shall be relieved of liability for the tax if the transferee furnishes to such person an affidavit that the transferee is a Permitted Transferee and, at the time of transfer, such person does not have actual knowledge that the affidavit is false; and (iv) that the Class AR Certificates may be “noneconomic residual interests” within the meaning of Treasury regulations promulgated pursuant to the Code and that the transferor of a noneconomic residual interest will remain liable for any taxes due with respect to the income on such residual interest, if a significant purpose of the transfer was to enable the transferor to impede the assessment or collection of tax.

4.

That the Owner is aware of the tax imposed on a “pass-through entity” holding Class AR Certificates if at any time during the taxable year of the pass-through entity a non-Permitted Transferee is the record holder of an interest in such entity.  (For this purpose, a “pass through entity” includes a regulated investment company, a real estate investment trust or common trust fund, a partnership, trust or estate, and certain cooperatives.)

5.

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

6.

That the Owner has reviewed the restrictions set forth on the face of the Class AR Certificates and the provisions of Section 6.02 of the Pooling and Servicing Agreement under which the Class AR Certificates were issued.  The Owner expressly agrees to be bound by and to comply with such restrictions and provisions.

7.

That the Owner consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute a reasonable arrangement to ensure that the Class AR Certificates will only be owned, directly or indirectly, by an Owner that is a Permitted Transferee.

8.

That the Owner’s Taxpayer Identification Number is ________________.

9.

That the Owner is a citizen or resident of the United States, a corporation, partnership or other entity created or organized in, or under the laws of, the United States, any State thereof or the District of Columbia, or an estate or trust whose income from sources without the United States is includable 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.

10.

That no purpose of the Owner relating to the purchase of the Class AR Certificate by the Owner is or will be to impede the assessment or collection of tax.

11.

That the Owner has no present knowledge or expectation that it will be unable to pay any United States taxes owed by it so long as any of the Certificates remain outstanding.

12.

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

13.

That no purpose of the Owner relating to any sale of the Class AR Certificate by the Owner will be to impede the assessment or collection of tax.

14.

The Owner hereby agrees to cooperate with the Trust Administrator and to take any action required of it by the Code or Treasury regulations thereunder (whether now or hereafter promulgated) in order to create or maintain the REMIC status of the Trust Fund.

15.

That the Owner

(a) is not an employee benefit plan or other retirement arrangement subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any other person purchasing any Certificate with the assets of any such plan or other retirement arrangement;

(b) is an insurance company and the certificate has been the subject of an ERISA-Qualifying Underwriting, the source of funds to be used by it to purchase the Certificates is an “insurance company general account” (within the meaning of Department of Labor Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”), and the purchase is being made in reliance upon the availability of the exemptive relief afforded under Sections I and III of PTCE 95-60; or

(c) provides an Opinion of Counsel which establishes to the reasonable satisfaction of the Trust Administrator that the purchase and holding of an ERISA Restricted Certificate by, on behalf of or with the assets of such plan will not result in non-exempt prohibited transactions under Section 406 of ERISA or Section 4975 of the Code, and will not subject the Depositor, the Trustee, the Trust Administrator, the Master Servicer, the Special Servicer, the Modification Oversight Agent, the Sellers, the Servicers or any other servicers to any obligation in addition to those undertaken in the Pooling and Servicing Agreement dated as of November 1, 2007.

16.

The Owner has provided financial statements or other financial information requested by the transferor in connection with the transfer of the Residual Certificates to permit the transferor to assess the financial capability of the Owner to pay any such taxes.

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

[NAME OF OWNER]










By:

__________________________________

[Name of Officer]

[Title of Officer]




[Corporate Seal]




ATTEST:







__________________________________

[Assistant] Secretary




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

Subscribed and sworn before me this _____ day of _______________________.




__________________________________

NOTARY PUBLIC







COUNTY OF

__________________________________




STATE OF

__________________________________







My Commission expires the _____day of __________________, 20____.




















EXHIBIT P



FORM OF TRANSFER CERTIFICATE



[date]

Credit Suisse First Boston Mortgage Securities Corp.

11 Madison Avenue, 5th Floor

New York, New York 10010

Wells Fargo Bank, National Association

Sixth Street and Marquette Avenue

Minneapolis, Minnesota  55479




Re:

[_________________________] CSMC  Mortgage-Backed Pass-Through Certificates, Series 200_-___, Class AR (the “Certificates”)

Ladies and Gentlemen:

This letter is delivered to you in connection with the sale by _________________ (the “Seller”) to ____________________________________ (the “Purchaser”) of a _______% Percentage Interest in the above referenced Certificates, pursuant to Section 6.02 of the Pooling and Servicing Agreement, dated as of November 1, 2007, (the “Pooling and Servicing Agreement”) among the Depositor, DLJ Mortgage Capital, Inc., as seller, Wells Fargo Bank, N.A., as a servicer, as master servicer and as trust administrator, Select Portfolio Servicing, Inc., as a servicer, as special servicer and modification oversight agent, Banco Popular de Puerto Rico, as a servicer and as back-up servicer, GreenPoint Mortgage Funding, Inc., as a servicer, Universal Master Servicing, LLC, as a servicer and U.S. Bank National Association, as trustee.  All terms used herein and not otherwise defined shall have the meanings set forth in the Pooling and Servicing Agreement.  The Seller hereby certifies, represents and warrants to, and covenants with, the Depositor and the Trustee that:

1.

No purpose of the Seller relating to the sale of the Certificate by the Seller to the Purchaser is or will be to enable the Seller to impede the assessment or collection of any tax.

2.

The Seller understands that the Purchaser has delivered to the Trust Administrator a transfer affidavit and agreement in the form attached to the Pooling and Servicing Agreement as Exhibit O.  The Seller does not know or believe that any representation contained therein is false.

3.

The Seller has no actual knowledge that the proposed Transferee is not a Permitted Transferee.

4.

The Seller has no actual knowledge that the Purchaser would be unwilling or unable to pay taxes due on its share of the taxable income attributable to the Certificate.

5.

The Seller has conducted a reasonable investigation of the financial condition of the Purchaser and, as a result of the investigation, found that the Purchaser has historically paid its debts as they came due, and found no significant evidence to indicate that the Purchaser will not continue to pay its debts as they come due in the future.

6.

The Purchaser has represented to the Seller that, if the Certificate constitutes a noneconomic residual interest, it (i) understands that as holder of a noneconomic residual interest it may incur tax liabilities in excess of any cash flows generated by the interest, and (ii) intends to pay taxes associated with its holding of the Certificate as they become due.

Very truly yours,




[SELLER]







By:

__________________________________

Name:

Title:




















EXHIBIT Q



RELEVANT SERVICING CRITERIA




The assessment of compliance to be delivered by the Servicers, Back-up Servicer, Master Servicer, Modification Oversight Agent and the Trust Administrator shall address, at a minimum, the criteria identified as below as “Applicable Servicing Criteria” with respect to such party:










					
	Regulation AB Reference

	Servicing Criteria

	Servicers, Back-up Servicer and Modification Oversight Agent

	Master Servicer

	Trust Administrator







						
	 
	General Servicing Considerations

	 
	 
	 
	 






					
	1122(d)(1)(i)

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

	X

	X

	X


	1122(d)(1)(ii)

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

	X

	X

	 

	1122(d)(1)(iii)

	Any requirements in the transaction agreements to maintain a back-up servicer for the Pool Assets are maintained. 

	 
	 
	 

	1122(d)(1)(iv)

	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. 

	X

	X

	 

	 
	Cash Collection and Administration

	 
	 
	 

	1122(d)(2)(i)

	Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. 

	X

	X

	X


	1122(d)(2)(ii)

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

	X

	X

	X


	1122(d)(2)(iii)

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

	X

	X

	 

	1122(d)(2)(iv)

	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements. 

	X

	X

	X


	1122(d)(2)(v)

	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. 

	X

	X

	X


	1122(d)(2)(vi)

	Unissued checks are safeguarded so as to prevent unauthorized access. 

	X

	 
	 

	1122(d)(2)(vii) 

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

	X

	X

	X


	 
	Investor Remittances and Reporting

	 
	 
	 

	1122(d)(3)(i)

	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of Pool Assets serviced by the Servicer. 

	X

	X

	X


	1122(d)(3)(ii)

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

	X

	X

	X


	1122(d)(3)(iii)

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

	X

	X

	X


	1122(d)(3)(iv)

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

	X

	X

	X


	 
	Pool Asset Administration

	 
	 
	 

	1122(d)(4)(i) 

	Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. 

	X

	 
	 

	1122(d)(4)(ii)

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

	X

	 
	 

	1122(d)(4)(iii)

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

	X

	 
	 

	1122(d)(4)(iv)

	Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents. 

	X

	 
	 

	1122(d)(4)(v)

	The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance. 

	X

	 
	 

	1122(d)(4)(vi)

	Changes with respect to the terms or status of an obligor's pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents. 

	X

	 
	 

	1122(d)(4)(vii)

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

	X

	 
	 

	1122(d)(4)(viii)

	Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment). 

	X

	 
	 

	1122(d)(4)(ix)

	Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. 

	X

	 
	 

	1122(d)(4)(x)

	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements. 

	X

	 
	 

	1122(d)(4)(xi)

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

	X

	 
	 

	1122(d)(4)(xii)

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

	X

	 
	 

	1122(d)(4)(xiii)

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

	X

	 
	 

	1122(d)(4)(xiv) 

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

	X

	X

	 

	1122(d)(4)(xv)

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

	 
	 
	 











[NAME OF COMPANY] 

Date:

_________________________




By:

Name: 

________________________________ 

Title: 

________________________________

















EXHIBIT R




Additional Form 10-D Disclosure







		
	ADDITIONAL FORM 10-D DISCLOSURE


	Item on Form 10-D

	Party Responsible 


	Item 1: Distribution and Pool Performance Information




	 

	Information included in the [Monthly Statement]

	Master Servicer

Trust Administrator


	Any information required by 1121 which is NOT included on the [Monthly Statement]

	Depositor


	Item 2: Legal Proceedings




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

	 

	▪ Issuing Entity (Trust Fund)

	Trustee, Master Servicer, Trust Administrator and Depositor


	▪ Sponsor (Seller)

	Seller (if a party to the Pooling and Servicing Agreement) or Depositor


	▪ Depositor

	Depositor


	▪ Trustee

	Trustee


	▪ Trust Administrator

	Trust Administrator


	▪ Master Servicer

	Master Servicer


	▪ Custodian

	Custodian


	▪ 1110(b) Originator

	Depositor


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

	Servicer (as to itself)


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

	Depositor


	Item 3:  Sale of Securities and Use of Proceeds

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




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

	Depositor


	Item 4:  Defaults Upon Senior Securities




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




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

	Trust Administrator

Trustee


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




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

	Trust Administrator

Trustee


	Item 6:  Significant Obligors of Pool Assets




Item 1112(b) – Significant Obligor Financial Information*

	Depositor


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

	 

	Item 7:  Significant Enhancement Provider Information




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

	 

	▪ Determining applicable disclosure threshold

	Depositor


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

	Depositor


	Item 1115(b) – Derivative Counterparty Financial Information*

	 

	▪ Determining current maximum probable exposure

	Depositor


	▪ Determining current significance percentage

	Depositor


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

	Depositor


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

	 

	Item 8:  Other Information




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

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


	Item 9:  Exhibits

	 

	Monthly Statement to Certificateholders

	Trust Administrator


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

	Depositor




















EXHIBIT S

FORM OF MONTHLY STATEMENT TO CERTIFICATEHOLDERS



(i)

with respect to each Class of Certificates which are not Notional Amount Certificates and, unless otherwise stated, the related Distribution Date,

(a)

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

(b)

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

(c)

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

(d)

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

(e)

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

(f)

the Realized Loss allocable to such Class;

(g)

the Class Unpaid Interest Amount allocable to such Class;

(h)

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

(i)

the Pass-Through Rate for such Class;

(j)

any Basis Risk Shortfall allocable to such Class, if such amount is greater than zero;

(k)

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

(ii)

with respect to each Class of Certificates which are Notional Amount Certificates and, unless otherwise stated, the related Distribution Date,

(a)

the Notional Amount of such Class as of the Cut-off Date;

(b)

the Notional Amount of such Class before giving effect to the distribution of interest;

(c)

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

(d)

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

(e)

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

(f)

the Realized Loss allocable to such Class;

(g)

the Class Unpaid Interest Amount allocable to such Class;

(h)

the Notional Amount of such Class after giving effect to the distribution of interest;

(i)

the Pass-Through Rate for such Class;

(j)

any Basis Risk Shortfall allocable to such Class, if such amount is greater than zero;

(iii)

with respect to a $1000 factor of the Initial Class Principal Balance of each Class of Certificates which are not Notional Amount Certificates and the related Distribution Date,

(a)

the CUSIP number assigned to such Class;

(b)

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

(c)

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

(d)

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

(e)

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

(f)

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

(iv)

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

(a)

the CUSIP number assigned to such Class;

(b)

the Notional Amount of such Class factor prior to giving effect to the distribution of interest;

(c)

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

(d)

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

(e)

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

(f)

the Notional Amount of such Class factor after giving effect to the distribution of interest;




(v)

with respect to each Pool, in the aggregate, and, unless otherwise stated, the related Distribution Date,

(a)

the amount of principal allocable to each Pool as a result of repurchased Mortgage Loans in such Pool;

(b)

the Substitution Adjustment Amount allocable to each Pool;

(c)

the amount of Insurance Proceeds allocable to each Pool;

(d)

the number of Mortgage Loans in each Pool as of the first day of the related Collection Period;

(e)

the number of Mortgage Loans in each Pool as of the last day of the related Collection Period;

(f)

the Master Servicing Fee, by Pool;

(g)

the sum of the Servicing Fee, the Mortgage Guaranty Insurance Policy fees, if applicable and the [RMIC/TGIC/MGIC] PMI fees, if applicable, for each Pool;

(h)

the Trust Administrator Fee, if any, applicable to such Pool; 

(i)

the amount of current Advances allocable to each Pool;

(j)

the amount of outstanding Advances allocable to each Pool;

(k)

the number and aggregate principal amounts of Mortgage Loans (not including a Liquidated Mortgage Loan as of the end of the Prepayment Period) that were delinquent, using the OTS method (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 days or more, for each Pool, including delinquent bankrupt Mortgage Loans but excluding foreclosure and REO Mortgage Loans;

(l)

the number and aggregate principal amounts of Mortgage Loans that are currently in bankruptcy, but not delinquent, for each Pool;

(m)

the number and aggregate principal amounts of Mortgage Loans that are in foreclosure for each Pool;

(n)

the Rolling Three Month Delinquency Rate or Rolling Six Month Delinquency Rate for such Pool;

(o)

the number and aggregate principal amount of any REO properties as of the close of business on the Determination Date preceding such Distribution Date for each Pool;

(p)

the weighted average term to maturity of the Mortgage Loans in each Pool as of the close of business on the last day of the calendar month preceding the related Distribution Date;

(q)

the number and principal amount of claims submitted under the Mortgage Guaranty Insurance Policy, as applicable;

(r)

the number and principal amount of claims paid under the [RMIC/TGIC/MGIC] PMI Policy, as applicable;

(s)

the number of Mortgage Loans in each Pool that have Prepayment Penalties and for which prepayments were made during the related Collection Period, as applicable;

(t)

the aggregate principal balance of Mortgage Loans in each Pool that have Prepayment Penalties and for which prepayments were made during the related Collection Period, as applicable;

(u)

the aggregate amount of Prepayment Penalties collected for each Pool during the related Collection Period, as applicable;

(v)

cumulative Realized Losses allocated to each Mortgage Loan in each Pool that has previously been allocated a Realized Loss;

(w)

cumulative Recoveries allocable each Pool;  

(x)

current aggregate Stated Principal Balance of Qualified Substitute Mortgage Loans substituted for Deleted Mortgage Loans in each Pool; 

(y)

cumulative aggregate Stated Principal Balance of Qualified Substitute Mortgage Loans substituted for Deleted Mortgage Loans in each Pool;

(z)

the Capitalized Reimbursement Amount for each Pool;

(vi)

with respect to each Loan Group, in the aggregate, and, unless otherwise stated, the related Distribution Date,

(a)

the Scheduled Payment of principal for such Loan Group;

(b)

the amount of Principal Prepayments allocable to such Loan Group;

(c)

the amount of Net Liquidation Proceeds allocable to such Loan Group;

(d)

the amount of any other distributions allocable to principal for such Loan Group;

(e)

the aggregate Stated Principal Balance of the Mortgage Loans in such Loan Group as of the first day of the related Collection Period;

(f)

the aggregate Stated Principal Balance of the Mortgage Loans in such Loan Group as of the last day of the related Collection Period;

(g)

current Realized Losses allocable to such Loan Group;

(h)

cumulative Realized Losses allocable to such Loan Group;

(i)

current Realized Losses allocated to each Mortgage Loan in such Loan Group that has previously been allocated a Realized Loss;

(j)

current Recoveries allocable to such Loan Group;




(vii)

with respect to each Rounding Account for the applicable Class of Certificates and, unless otherwise stated, the related Distribution Date,

(a)

the related Rounding Account balance immediately before the related Distribution Date;

(b)

additions to the related Rounding Account immediately before the related Distribution Date;

(c)

withdrawals from the related Rounding Account immediately after the related Distribution Date;

(d)

the related Rounding Account balance immediately after the related Distribution Date;

(viii)

with respect to each overcollateralized Group of Certificates and, unless otherwise stated, the related Distribution Date,

(a)

the Targeted Overcollateralization Amount for such Group;

(b)

the Overcollateralization Amount for such Group;

(c)

the Overcollateralization Deficiency for such Group;

(d)

the Overcollateralization Release Amount for such Group;

(e)

the Monthly Excess Interest for such Group;

(f)

the amount of any payment to the Class [_]-X Certificates related to such Group;

(g)

if applicable, the Excess Interest Amount from an unrelated Group of Certificates that provides additional credit enhancement to the related overcollateralized Group of Certificates; 

(h)

Applied Loss Amount allocable to Loan Group 1; and

(ix)

with respect to all of the Mortgage Loans, in the aggregate, and, unless otherwise stated, the related Distribution Date,

(a)

for each Servicer that is servicing any of such Mortgage Loans, the aggregate Stated Principal Balance of Mortgage Loans being serviced by such Servicer as of such Distribution Date;

(x)

with respect each class of Exchangeable REMIC Certificates and Exchangeable Certificates, and, unless otherwise stated, the related Distribution Date,

(a)

exchanges that took place since the last Distribution Date;

(b)

the designations of the classes that were created;

(c)

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

(d)

the balances of the outstanding Exchangeable Certificates, including Notional Amounts; 

(e)

the pass-through rates on the outstanding Classes of Exchangeable Certificates; 

(f)

interest and principal paid to, and losses allocated, to the outstanding Classes of Exchangeable Certificates; and 

(g)

if no exchanges have occurred.




















EXHIBIT T



Form 8-K Disclosure Information







		
	FORM 8-K DISCLOSURE INFORMATION


	Item on Form 8-K

	Party Responsible 


	Item 1.01- Entry into a Material Definitive Agreement




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




Examples: servicing agreement, custodial agreement.




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

	All parties (as to themselves)


	Item 1.02- Termination of a Material Definitive Agreement




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




Examples: servicing agreement, custodial agreement.

	All parties (as to themselves)


	Item 1.03- Bankruptcy or Receivership




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

	Depositor


	▪ Sponsor (Seller)

	Depositor/Sponsor (Seller)


	▪ Depositor

	Depositor


	▪ Master Servicer

	Master Servicer


	▪ Affiliated Servicer

	Servicer (as to itself)


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

	Servicer (as to itself)


	▪ Other material servicers

	Servicer (as to itself)


	▪ Trustee

	Trustee


	▪ Trust Administrator

	Trust Administrator


	▪ Significant Obligor

	Depositor


	▪ Credit Enhancer (10% or more)

	Depositor


	▪ Derivative Counterparty

	Depositor


	▪ Custodian

	Custodian


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




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




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

	Depositor

Master Servicer

Trust Administrator


	Item 3.03- Material Modification to Rights of Security Holders




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

	Trust Administrator

Depositor


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

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

	Depositor


	Item 6.01- ABS Informational and Computational Material

	Depositor


	Item 6.02- Change of Servicer or Trust Administrator




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

	Master Servicer/Trust Administrator/Depositor/

Servicer (as to itself)/Trustee


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

	Servicer (as to itself)/Master Servicer/Depositor


	Reg AB disclosure about any new Trustee is also required.

	Trustee


	Item 6.03- Change in Credit Enhancement or External Support

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

	Depositor/Trust Administrator


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

	Depositor


	Item 6.04- Failure to Make a Required Distribution

	Trust Administrator


	Item 6.05- Securities Act Updating Disclosure




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

	Depositor


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

	Depositor


	Item 7.01- Reg FD Disclosure

	All parties (as to themselves)


	Item 8.01- Other Events




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

	Depositor


	Item 9.01- Financial Statements and Exhibits

	Responsible party for reporting/disclosing the financial statement or exhibit


























EXHIBIT U

FORM OF ANNUAL CERTIFICATION



Re:

The Pooling and Servicing Agreement, dated as of November 1, 2007 (the “Agreement”), by and among by and among Credit Suisse First Boston Mortgage Securities  Corp., as depositor (the “Depositor”), DLJ Mortgage Capital, Inc., a Delaware corporation, as seller (the “Seller”), Wells Fargo Bank, N.A., a national banking association, in its capacity as a servicer (a “Servicer”), as master servicer (the “Master Servicer”) and as trust administrator (the “Trust Administrator”), Select Portfolio Servicing, Inc., a Utah corporation, in its capacity as a servicer (a “Servicer”), in its capacity as special servicer (the “Special Servicer”) and in its capacity as modification oversight agent (the “Modification Oversight Agent”), Banco Popular de Puerto Rico (“Banco Popular”), a state chartered bank, as a servicer (in such capacity, a “Servicer”) and as back-up servicer (in such capacity, the “Back-up Servicer”), GreenPoint Mortgage Funding, Inc., a New York corporation, as a servicer (a “Servicer”), Universal Master Servicing, LLC, as a servicer (a “Servicer”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”).  I, ________________________________, the _______________________ of [NAME OF COMPANY] (the “Company”), certify to the Depositor, the Master Servicer, the Trust Administrator, and their officers, with the knowledge and intent that they will rely upon this certification, that:

(1)

I have reviewed (i) the servicer compliance statement of the Company provided in accordance with Section 13.06 of the Pooling and Servicing Agreement (the “Compliance Statement”), (ii) the report on assessment of the Company’s compliance with the servicing criteria provided in accordance with Section 13.07 of the Pooling and Servicing Agreement, (iii) the registered public accounting firm’s attestation report provided in accordance with Section 13.08 of the Pooling and Servicing Agreement (the “Attestation Report”), and all servicing reports, officer’s certificates and other information relating to the servicing of the Mortgage Loans by the Company during 20[  ] that were delivered by the Company to the Trust Administrator pursuant to the Agreement (collectively, the “Company Servicing Information”);

(2)

Based on my knowledge, the Company Servicing Information, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in the light of the circumstances under which such statements were made, not misleading with respect to the period of time covered by the Company Servicing Information;

(3)

Based on my knowledge, all of the Company Servicing Information required to be provided by the Company under the Agreement has been provided to the Trust Administrator;

(4)

I am responsible for reviewing the activities performed by the Company as servicer under the Agreement, and based on my knowledge and the compliance review conducted in preparing the Compliance Statement and except as disclosed in the Compliance Statement, the Servicing Assessment or the Attestation Report, the Company has fulfilled its obligations under the Agreement in all material respects; and

(5)

The Compliance Statement required to be delivered by the Company pursuant to the Agreement, and the Servicing Assessment and Attestation Report required to be provided by the Company and by any Subservicer or Subcontractor pursuant to the Agreement, have been provided to Trust Administrator.  Any material instances of noncompliance described in such reports have been disclosed to Trust Administrator.  Any material instance of noncompliance with the Servicing Criteria has been disclosed in such reports.







By: 

________________________________ 

Name:

Title

Date: 




















EXHIBIT V



Additional Disclosure Notification




Wells Fargo Bank, N.A.

Old Annapolis Road

Columbia, Maryland 21045

Fax: (410) 715-2380

Email: cts.sec.notifications@wellsfargo.com

Attn:  Corporate Trust Services- CSMC  Mortgage Backed Trust Series 2007-7, CSMC  Mortgage-Backed Pass-Through Certificates, Series 2007-7—SEC REPORT PROCESSING




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







Ladies and Gentlemen:

In accordance with Article XIV of the Pooling and Servicing Agreement, dated as of November 1, 2007, by and among Credit Suisse First Boston Mortgage Securities  Corp., as depositor (the “Depositor”), DLJ Mortgage Capital, Inc. (“DLJMC”), a Delaware corporation, as seller (the “Seller”), Wells Fargo Bank, N.A. (“Wells Fargo”), a national banking association, in its capacity as a servicer (a “Servicer”), as master servicer (the “Master Servicer”) and as trust administrator (the “Trust Administrator”), Select Portfolio Servicing, Inc. (“SPS”), a Utah corporation, in its capacity as a servicer (a “Servicer”), in its capacity as special servicer (the “Special Servicer”) and in its capacity as modification oversight agent (the “Modification Oversight Agent”), Banco Popular de Puerto Rico (“Banco Popular”), a state chartered bank, as a servicer (in such capacaity, a “Servicer”) and as back-up servicer (in such capacity, the “Back-up Servicer”), GreenPoint Mortgage Funding, Inc., as a servicer (a “Servicer”), Universal Master Servicing, LLC, as a servicer (a “Servicer”) and U.S. Bank National Association, a national banking association, as trustee (the “Trustee”), the undersigned, as [          ], hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].

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




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










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

[NAME OF PARTY],

as [role]

By: _________________________

Name:

Title:























EXHIBIT W




Additional Form 10-K Disclosure




		
	ADDITIONAL FORM 10-K DISCLOSURE


	Item on Form 10-K

	Party Responsible 


	Item 1B: Unresolved Staff Comments




	Depositor


	Item 9B:  Other Information

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

	Any party responsible for disclosure items on Form 8-K


	Item 15:  Exhibits, Financial Statement Schedules

	Trust Administrator

Depositor


	Reg AB Item 1112(b):  Significant Obligors of Pool Assets

	 

	Significant Obligor Financial Information*

	Depositor


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

	 

	Reg AB Item 1114(b)(2):  Credit Enhancement Provider Financial Information

	 

	▪ Determining applicable disclosure threshold

	Depositor


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

	Depositor


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

	 

	Reg AB Item 1115(b):  Derivative Counterparty Financial Information

	 

	▪ Determining current maximum probable exposure

	Depositor


	▪ Determining current significance percentage

	Depositor


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

	Depositor


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

	 

	Reg AB Item 1117: Legal Proceedings




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

	 

	▪ Issuing Entity (Trust Fund)

	Trustee, Master Servicer, Trust Administrator and Depositor


	▪ Sponsor (Seller)

	Seller (if a party to the Pooling and Servicing Agreement) or Depositor


	▪ Depositor

	Depositor


	▪ Trustee

	Trustee


	▪ Trust Administrator

	Trust Administrator


	▪ Master Servicer

	Master Servicer


	▪ Custodian

	Custodian


	▪ 1110(b) Originator

	Depositor


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

	Servicer (as to itself)


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

	Depositor


	Reg AB Item 1119:  Affiliations and Relationships

	 

	Whether (a) the Sponsor (Seller), Depositor or Issuing Entity is an affiliate of the following parties, and (b) to the extent known and material, any of the following parties are affiliated with one another:

	Depositor as to (a) 

Sponsor/Seller as to (a)


	▪ Master Servicer

	Master Servicer 


	▪ Trust Administrator

	Trust Administrator


	▪ Trustee

	Trustee


	▪ Any other 1108(a)(3) servicer

	Servicer (as to itself)


	▪ Any 1110 Originator

	Depositor/Sponsor


	▪ Any 1112(b) Significant Obligor

	Depositor/Sponsor


	▪ Any 1114 Credit Enhancement Provider

	Depositor/Sponsor


	▪ Any 1115 Derivate Counterparty Provider

	Depositor/Sponsor


	▪ Any other 1101(d)(1) material party

	Depositor/Sponsor


	Whether there are any “outside the ordinary course business arrangements” other than would be obtained in an arm’s length transaction between (a) the Sponsor (Seller), Depositor or Issuing Entity on the one hand, and (b) any of the following parties (or their affiliates) on the other hand, that exist currently or within the past two years and that are material to a Certificateholder’s understanding of the Certificates:

	Depositor as to (a) 

Sponsor/Seller as to (a)


	▪ Master Servicer

	Master Servicer 


	▪ Trust Administrator

	Trust Administrator


	▪ Trustee

	Trustee


	▪ Any other 1108(a)(3) servicer

	Servicer (as to itself)


	▪ Any 1110 Originator

	Depositor/Sponsor


	▪ Any 1112(b) Significant Obligor

	Depositor/Sponsor


	▪ Any 1114 Credit Enhancement Provider

	Depositor/Sponsor


	▪ Any 1115 Derivate Counterparty Provider

	Depositor/Sponsor


	▪ Any other 1101(d)(1) material party

	Depositor/Sponsor


	Whether there are any specific relationships involving the transaction or the pool assets between (a) the Sponsor (Seller), Depositor or Issuing Entity on the one hand, and (b) any of the following parties (or their affiliates) on the other hand, that exist currently or within the past two years and that are material:

	Depositor as to (a) 

Sponsor/Seller as to (a)


	▪ Master Servicer

	Master Servicer 


	▪ Trust Administrator

	Trust Administrator


	▪ Trustee

	Trustee


	▪ Any other 1108(a)(3) servicer

	Servicer (as to itself)


	▪ Any 1110 Originator

	Depositor/Sponsor


	▪ Any 1112(b) Significant Obligor

	Depositor/Sponsor


	▪ Any 1114 Credit Enhancement Provider

	Depositor/Sponsor


	▪ Any 1115 Derivate Counterparty Provider

	Depositor/Sponsor


	▪ Any other 1101(d)(1) material party

	Depositor/Sponsor




















EXHIBIT X




FORM OF CERTIFICATION 

REGARDING SUBSTITUTION OF DEFECTIVE MORTGAGE LOANS

OFFICER’S CERTIFICATE OF DLJ MORTGAGE CAPITAL, INC.

[_______] [__], 20[__]




I, _________________, hereby certify that I am the duly authorized officer of DLJ Mortgage Capital, Inc., a Delaware corporation (“DLJMC”), and further certify that each of the Mortgage Loans substituted by DLJMC on [_______] [___], 20[___] were in violation of the terms of the Mortgages related thereto.

Capitalized terms used but not defined herein have the meanings ascribed to them in the Pooling and Servicing Agreement dated as of November 1, 2007, among Credit Suisse First Boston Mortgage Securities Corp., as depositor, DLJ Mortgage Capital, Inc., as seller, Wells Fargo Bank, N.A., as a servicer, as master servicer and as trust administrator, Banco Popular de Puerto Rico, as a servicer and as back-up servicer, Select Portfolio Servicing, Inc., as a servicer,  as a special servicer and as modification oversight agent, GreenPoint Mortgage Funding, Inc., as a servicer, Universal Master Servicing, LLC, as a servicer and U.S. Bank National Association, as trustee, (the “Pooling and Servicing Agreement”).

                                                                                          DLJ MORTGAGE CAPITAL, INC.



                                                 

           ______________________________

                                                  

Name:

                                                  

Date:




















EXHIBIT Y




REQUIRED LOAN LEVEL DATA FIELDS FOR MONTHLY REPORTING







	
	loan_ID


	pool_ID


	loan_closing_date


	deal_closing_date


	credit_score


	documentation_type


	occupancy_type


	original_interest_rate


	original_loan_bal


	original_securitized_bal


	original_amortization_term


	ltv_rate


	dti_rate


	pp_flag


	prepayment_penalty_term


	product_type


	property_state


	property_type


	loan_purpose_type


	lien_position_type


	cltv_rate


	cutoff_date


	loanage_count


	mss_count


	interest_rate


	beg_prin_bal


	loan_status


	delq_bucket


	prepayment_amount


	liquidation_bal


	payoff date


	current_gain_loss_amount


	end_prin_bal


	ending_act_Bal


	sched_prin


	curr_prop_val


	servicer


	intcalctype


	ratetype


	ioterm


	margin


	origterm


	rterm


	zfraperiod


	mthroll


	initratecp


	perratecp


	perpaycp


	liferatecp


	ratemax


	ratemin


	ngmType


	ngmAmt


	ratefreq


	payfreq


	dnextrate


	currltv


	propzip


	pmitype


	SILENT2ND


	SIMULTANEOUS 2ND


	BLNTYPE


	group


	pldgType


	pldgAmt


	eltv


	svcrate


	otherrate


	heloc


	modtype


	cnvtype


	P & I


	next_due


	Internal_Loan_Id




















EXHIBIT Z




REQUIRED LOAN LEVEL DATA FIELDS FOR CUT-OFF DATE REPORT







	
	loan_id


	pool_ID


	loan_closing_date


	deal_closing_date


	credit_score


	documentation_type


	occupancy_type


	original_interest_rate


	original_loan_bal


	original_securitized_bal


	original_amortization_term


	ltv_rate


	comb_ltv_rate


	appraisal


	purchase_price


	dti_rate


	pp_flag


	prepayment_penalty_term


	product_type


	property_state


	property_type


	loan_purpose_type


	lien_position_type


	cltv_rate


	cutoff_date


	loanage_count


	interest_rate


	beg_prin_bal


	delq_bucket


	end_prin_bal


	servicer


	intcalctype


	ratetype


	ioterm


	margin


	origterm


	rterm


	zfraperiod


	mthroll


	initratecp


	perratecp


	perpaycp


	liferatecp


	ratemax


	ratemin


	ngmType


	ngmAmt


	ratefreq


	payfreq


	dnextrate


	propzip


	pmitype


	SILENT2ND


	SIMULTANEOUS 2ND


	BLNTYPE


	group


	pldgType


	pldgAmt


	eltv


	svcrate


	netrate


	heloc


	cnvtype


	Orig P&I


	P&I


	next_due


	maturity_date


	Escrow Flag


	First Pay Date


	Note Date


	PMI Coverage Percent


	LPMI


	Initial Pay Ajust


	Index


	First Pay Adjust Date


	Next Pay Adjust Date


	First Rate Adjust Date


	Next Rate Adjust Date


	Negam Indicator


	Actbal


	Draw


	DrawPrd


	CreditLimit

















SCHEDULE I



Mortgage Loan Schedule



(On File With Trustee)




















SCHEDULE IIA



Representations and Warranties of Seller – DLJ Mortgage Capital, Inc.

DLJMC, in its capacity as the Seller, hereby makes the representations and warranties set forth in this Schedule IIA to the Depositor, the Trustee and the Trust Administrator, as of the Closing Date, or if so specified herein, as of the Cut-off Date or such other date as may be specified.  

(i)

DLJMC is a corporation duly organized, validly existing and in good standing under the laws of the state of its incorporation;

(ii)

DLJMC has full corporate power to own its property, to carry on its business as presently conducted and to enter into and perform its obligations under this Agreement;

(iii)

the execution and delivery by DLJMC of this Agreement have been duly authorized by all necessary corporate action on the part of DLJMC; and neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated hereby, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on DLJMC or its properties or the certificate of incorporation or by-laws of DLJMC, except those conflicts, breaches or defaults which would not reasonably be expected to have a material adverse effect on DLJMC’s ability to enter into this Agreement and to consummate the transactions contemplated hereby;

(iv)

the execution, delivery and performance by DLJMC of this Agreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except those consents, approvals, notices, registrations or other actions as have already been obtained, given or made and, in connection with the recordation of the Mortgages, powers of attorney or assignments of Mortgages not yet completed;

(v)

this Agreement has been duly executed and delivered by DLJMC and, assuming due authorization, execution and delivery by the Trustee, the Trust Administrator, the Master Servicer, the Servicers and the Depositor, constitutes a valid and binding obligation of DLJMC enforceable against it in accordance with its terms (subject to applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally); and

(vi)

to the knowledge of DLJMC, there are no actions, litigation, suits or proceedings pending or threatened against DLJMC before or by any court, administrative agency, arbitrator or governmental body (i) with respect to any of the transactions contemplated by this Agreement or (ii) with respect to any other matter which in the judgment of DLJMC if determined adversely to DLJMC would reasonably be expected to materially and adversely affect DLJMC’s ability to perform its obligations under this Agreement; and DLJMC is not in default with respect to any order of any court, administrative agency, arbitrator or governmental body so as to materially and adversely affect the transactions contemplated by this Agreement.




















SCHEDULE IIB



Representations and Warranties of Master Servicer – Wells Fargo Bank, N.A.

Wells Fargo, in its capacity as the Master Servicer, hereby makes the representations and warranties set forth in this Schedule IIB to the Depositor, the Trust Administrator and the Trustee, as of the Closing Date, or if so specified herein, as of the Cut-off Date or such other date as may be specified. 

(i)

Wells Fargo is a national banking association duly formed, validly existing and in good standing and is qualified under the laws of each state where required by applicable law or is otherwise exempt under applicable law from such qualification.

(ii)

Wells Fargo has all requisite organizational power, authority and capacity to enter into the Agreement and to perform the obligations required of it thereunder.  The Agreement (assuming the due authorization and execution of the Agreement by the other parties thereto) constitutes a valid and legally binding agreement of Wells Fargo enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and similar laws administered by the FDIC affecting the enforcement of contract obligations of insured banks, and by equitable principles affecting the enforceability of the rights of creditors.

(iii)

None of the execution and delivery of the Agreement, the consummation of any other transaction contemplated therein, or the fulfillment of or compliance with the terms of the Agreement, will result in the breach of, or constitute a default under, any term or provision of the organizational documents of Wells Fargo or conflict with, result in a material breach, violation or acceleration of or constitute a material default under, the terms of any indenture or other agreement or instrument to which Wells Fargo is a party or by which it is bound, or any statute, order, judgment, or regulation applicable to Wells Fargo of any court, regulatory body, administrative agency or governmental body having jurisdiction over Wells Fargo.

(iv)

There is no action, suit, proceeding or investigation pending, or to Wells Fargo’s knowledge threatened, against Wells Fargo before any court, administrative agency or other tribunal (a) asserting the invalidity of the Agreement, (b) seeking to prevent the consummation of any of the transactions contemplated thereby or (c) which might materially and adversely affect the performance by Wells Fargo of its obligations under, or the validity or enforceability of, the Agreement.

(v)

No consent, approval, authorization or order of any court, regulatory body or governmental agency or court is required, under state or federal law prior to the execution, delivery and performance by Wells Fargo of the Agreement or the consummation of the transactions contemplated by the Agreement.

















SCHEDULE IIC



Representations and Warranties of Servicer, Special Servicer and Modification Oversight Agent – Select Portfolio Servicing, Inc.

SPS, in its capacities as a Servicer, Special Servicer and Modification Oversight Agent, hereby makes the representations and warranties set forth in this Schedule IIC to the Depositor, the Trustee, the Trust Administrator and the Master Servicer, as of the Closing Date, or if so specified herein, as of the Cut-off Date or such other date as may be specified.  

(i)

SPS is a corporation duly formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation and is qualified under the laws of each state where required by applicable law or is otherwise exempt under applicable law from such qualification.

(ii)

SPS has all requisite corporate power, authority and capacity to enter into the Agreement and to perform the obligations required of it thereunder.  The Agreement (assuming the due authorization and execution of the Agreement by the other parties thereto) constitutes a valid and legally binding agreement of SPS enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and similar laws, and by equitable principles affecting the enforceability of the rights of creditors.

(iii)

None of the execution and delivery of the Agreement, the consummation of any other transaction contemplated therein, or the fulfillment of or compliance with the terms of the Agreement, will result in the breach of, or constitute a default under, any term or provision of the organizational documents of SPS or conflict with, result in a material breach, violation or acceleration of or constitute a material default under, the terms of any indenture or other agreement or instrument to which SPS is a party or by which it is bound, or any statute, order, judgment, or regulation applicable to SPS of any court, regulatory body, administrative agency or governmental body having jurisdiction over SPS.

(iv)

There is no action, suit, proceeding or investigation pending, or to SPS’s knowledge threatened, against SPS before any court, administrative agency or other tribunal (a) asserting the invalidity of the Agreement, (b) seeking to prevent the consummation of any of the transactions contemplated thereby or (c) which might reasonably be expected to materially and adversely affect the performance by SPS of its obligations under, or the validity or enforceability of, the Agreement.

(v)

No consent, approval, authorization or order of any court, regulatory body or governmental agency or court is required, under state or federal law prior to the execution, delivery and performance by SPS of the Agreement or the consummation of the transactions contemplated by the Agreement.

SCHEDULE IID



Representations and Warranties of Servicer – Wells Fargo Bank, N.A.

Wells Fargo, in its capacity as a Servicer, hereby makes the representations and warranties set forth in this Schedule IID to the Depositor, the Trustee, the Trust Administrator and the Master Servicer, as of the Closing Date, or if so specified herein, as of the Cut-off Date or such other date as may be specified.  

(i)

Wells Fargo is a national banking association duly formed, validly existing and in good standing and is qualified under the laws of each state where required by applicable law or is otherwise exempt under applicable law from such qualification.

(ii)

Wells Fargo has all requisite organizational power, authority and capacity to enter into the Agreement and to perform the obligations required of it thereunder.  The Agreement (assuming the due authorization and execution of the Agreement by the other parties thereto) constitutes a valid and legally binding agreement of Wells Fargo enforceable in accordance with its terms, except as such enforceability may be limited by liquidation, conservatorship and similar laws administered by the FDIC affecting the contractual obligations of insured banks.

(iii)

None of the execution and delivery of the Agreement, the consummation of any other transaction contemplated therein, or the fulfillment of or compliance with the terms of the Agreement, will result in the breach of, or constitute a default under, any term or provision of the organizational documents of Wells Fargo or conflict with, result in a material breach, violation or acceleration of or constitute a material default under, the terms of any indenture or other agreement or instrument to which Wells Fargo is a party or by which it is bound, or any statute, order, judgment, or regulation applicable to Wells Fargo of any court, regulatory body, administrative agency or governmental body having jurisdiction over Wells Fargo.

(iv)

There is no action, suit, proceeding or investigation pending, or to Wells Fargo’s knowledge threatened, against Wells Fargo before any court, administrative agency or other tribunal (a) asserting the invalidity of the Agreement, (b) seeking to prevent the consummation of any of the transactions contemplated thereby or (c) which might materially and adversely affect the performance by Wells Fargo of its obligations under, or the validity or enforceability of, the Agreement.

(v)

No consent, approval, authorization or order of any court, regulatory body or governmental agency or court is required, under state or federal law prior to the execution, delivery and performance by Wells Fargo of the Agreement or the consummation of the transactions contemplated by the Agreement.














SCHEDULE IIE




Representations and Warranties of Servicer– Banco Popular De Puerto Rico 

Banco Popular, in its capacity as a Servicer, hereby makes the representations and warranties set forth in this Schedule IIE to the Depositor, the Trustee, the Trust Administrator and the Master Servicer, as of the Closing Date, or if so specified herein, as of the Cut-off Date or such other date as may be specified.  

(i)

Banco Popular is a state chartered bank duly formed, validly existing and in good standing and is qualified under the laws of each jurisdiction where required by applicable law or is otherwise exempt under applicable law from such qualification.

(ii)

Banco Popular has all requisite corporate power, authority and capacity to enter into the Agreement and to perform the obligations required of it thereunder.  The Agreement (assuming the due authorization and execution of the Agreement by the other parties thereto) constitutes a valid and legally binding agreement of Banco Popular enforceable in accordance with its terms, except as such enforceability may be limited by liquidation, conservatorship and similar laws administered by the FDIC affecting the contractual obligations of insured banks.

(iii)

None of the execution and delivery of the Agreement, the consummation of any other transaction contemplated therein, or the fulfillment of or compliance with the terms of the Agreement, will result in the breach of, or constitute a default under, any term or provision of the organizational documents of Banco Popular or conflict with, result in a material breach, violation or acceleration of or constitute a material default under, the terms of any indenture or other agreement or instrument to which Banco Popular is a party or by which it is bound, or any statute, order, judgment, or regulation applicable to Banco Popular of any court, regulatory body, administrative agency or governmental body having jurisdiction over Banco Popular.

(iv)

There is no action, suit, proceeding or investigation pending, or to Banco Popular’s knowledge threatened, against Banco Popular before any court, administrative agency or other tribunal (a) asserting the invalidity of the Agreement, (b) seeking to prevent the consummation of any of the transactions contemplated thereby or (c) which might reasonably be expected to materially and adversely affect the performance by Banco Popular of its obligations under, or the validity or enforceability of, the Agreement.

(v)

No consent, approval, authorization or order of any court, regulatory body or governmental agency or court is required, under state law, federal law, or the laws of Puerto Rico prior to the execution, delivery and performance by Banco Popular of the Agreement or the consummation of the transactions contemplated by the Agreement.

















SCHEDULE IIF




[Reserved]

















SCHEDULE IIG




Representations and Warranties of Seller and Servicer– Universal Master Servicing LLC

UMS, in its capacities as a Servicer, hereby makes the representations and warranties set forth in this Schedule IIE to the Depositor, the Certificate Insurer, the Trustee, the Trust Administrator and the Master Servicer, as of the Closing Date, or if so specified herein, as of the Cut-off Date or such other date as may be specified.  

(i)

UMS is a limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation and is qualified under the laws of each state where required by applicable law or is otherwise exempt under applicable law from such qualification.

(ii)

UMS has all requisite corporate power, authority and capacity to enter into the Agreement and to perform the obligations required of it thereunder.  The Agreement (assuming the due authorization and execution of the Agreement by the other parties thereto) constitutes a valid and legally binding agreement of UMS enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and similar laws, and by equitable principles affecting the enforceability of the rights of creditors.

(iii)

None of the execution and delivery of the Agreement, the consummation of any other transaction contemplated therein, or the fulfillment of or compliance with the terms of the Agreement, will result in the breach of, or constitute a default under, any term or provision of the organizational documents of UMS or conflict with, result in a material breach, violation or acceleration of or constitute a material default under, the terms of any indenture or other agreement or instrument to which UMS is a party or by which it is bound, or any statute, order, judgment, or regulation applicable to UMS of any court, regulatory body, administrative agency or governmental body having jurisdiction over UMS.

(iv)

There is no action, suit, proceeding or investigation pending, or to UMS’s knowledge threatened, against UMS before any court, administrative agency or other tribunal (a) asserting the invalidity of the Agreement, (b) seeking to prevent the consummation of any of the transactions contemplated thereby or (c) which might reasonably be expected to materially and adversely affect the performance by UMS of its obligations under, or the validity or enforceability of, the Agreement.

(v)

No consent, approval, authorization or order of any court, regulatory body or governmental agency or court is required, under state or federal law prior to the execution, delivery and performance by UMS of the Agreement or the consummation of the transactions contemplated by the Agreement.














SCHEDULE IIH

Representations and Warranties of Seller and Servicer– GreenPoint Mortgage Funding, Inc. 

GreenPoint, in its capacities as a Servicer, hereby makes the representations and warranties set forth in this Schedule IIE to the Depositor, the Trustee, the Trust Administrator and the Master Servicer, as of the Closing Date, or if so specified herein, as of the Cut-off Date or such other date as may be specified.  

(i)

GreenPoint is a corporation duly formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation and is qualified under the laws of each state where required by applicable law or is otherwise exempt under applicable law from such qualification.

(ii)

GreenPoint has all requisite corporate power, authority and capacity to enter into the Agreement and to perform the obligations required of it thereunder.  The Agreement (assuming the due authorization and execution of the Agreement by the other parties thereto) constitutes a valid and legally binding agreement of GreenPoint enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium, reorganization and similar laws, and by equitable principles affecting the enforceability of the rights of creditors.

(iii)

None of the execution and delivery of the Agreement, the consummation of any other transaction contemplated therein, or the fulfillment of or compliance with the terms of the Agreement, will result in the breach of, or constitute a default under, any term or provision of the organizational documents of GreenPoint or conflict with, result in a material breach, violation or acceleration of or constitute a material default under, the terms of any indenture or other agreement or instrument to which GreenPoint is a party or by which it is bound, or any statute, order, judgment, or regulation applicable to GreenPoint of any court, regulatory body, administrative agency or governmental body having jurisdiction over GreenPoint.

(iv)

There is no action, suit, proceeding or investigation pending, or to GreenPoint’s knowledge threatened, against GreenPoint before any court, administrative agency or other tribunal (a) asserting the invalidity of the Agreement, (b) seeking to prevent the consummation of any of the transactions contemplated thereby or (c) which might reasonably be expected to materially and adversely affect the performance by GreenPoint of its obligations under, or the validity or enforceability of, the Agreement.

(v)

No consent, approval, authorization or order of any court, regulatory body or governmental agency or court is required, under state or federal law prior to the execution, delivery and performance by GreenPoint of the Agreement or the consummation of the transactions contemplated by the Agreement.




















SCHEDULE III



Representations and Warranties of DLJMC – DLJMC Mortgage Loans

DLJMC, in its capacity as Seller, hereby makes the representations and warranties set forth in this Schedule III to the Depositor, the Trustee, the Servicers and the Trust Administrator, as of the Closing Date, or if so specified herein, as of the Cut-off Date or such other date as may be specified, with respect to the DLJMC Mortgage Loans identified on Schedule I hereto, except as otherwise specified herein.  Unless otherwise specified, each reference to a “Mortgage Loan” in this Schedule III shall mean a DLJMC Mortgage Loan, and each reference to a “Mortgaged Property” shall mean a Mortgaged Property related to a DLJMC Mortgage Loan.

(i)

The information set forth in Schedule I, with respect to the DLJMC Mortgage Loans, is complete, true and correct in all material respects; 

(ii)

[Reserved];

(iii)

All payments due prior to the Cut-off Date for such Mortgage Loan have been made as of the Closing Date. No Mortgage Loan will be 30 days or more delinquent in payment as of November [__], 2007; there are no material defaults under the terms of the Mortgage Loan; 

(iv)

All taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing have been paid, or escrow funds have been established in an amount sufficient to pay for every such escrowed item which remains unpaid and which has been assessed but is not yet due and payable;

(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 which have been recorded or sent for recording to the extent any such recordation is required by law, or, necessary to protect the interest of the Depositor. No other instrument of waiver, alteration or modification has been executed, and no Mortgagor has been released, in whole or in part, from the terms thereof except in connection with an assumption agreement and which assumption agreement is part of the Mortgage File and the terms of which are reflected in Schedule I; the substance of any such waiver, alteration or modification has been approved by the issuer of any related Mortgage Guaranty Insurance Policy and title insurance policy, to the extent required by the related policies;

(vi)

The Mortgage Note and the Mortgage are not subject to any right of rescission, set-off, counterclaim or defense, including, without limitation, the defense of usury, nor will the operation of any of the terms of the Mortgage Note or the Mortgage, or the exercise of any right thereunder, render the Mortgage Note or Mortgage unenforceable, in whole or in part, or subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto;

(vii)

All buildings or other customarily insured improvements upon the Mortgaged Property are insured by an insurer acceptable under the FNMA Guides, against loss by fire, hazards of extended coverage and such other hazards as are provided for in the FNMA Guides or by FHLMC, as well as all additional requirements set forth in Section 4.10 of this Agreement. All such standard hazard policies are in full force and effect and on the date of origination contained a standard mortgagee clause naming the Seller and its successors in interest and assigns as loss payee and such clause is still in effect and all premiums due thereon have been paid.  If required by the Flood Disaster Protection Act of 1973, as amended, the Mortgage Loan is covered by a flood insurance policy meeting the requirements of the current guidelines of the Federal Insurance Administration which policy conforms to FNMA and FHLMC requirements, as well as all additional requirements set forth in Section 4.10 of this Agreement.  Such policy was issued by an insurer acceptable under FNMA or FHLMC guidelines.  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 the Mortgagor’s cost and expense and to seek reimbursement therefor from the Mortgagor;

(viii)

Each Mortgage Loan at the time it was made complied in all material respects with applicable federal, state or local law including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, disclosure and predatory and abusive lending laws applicable to the Mortgage Loan;

(ix)

The related Mortgage is a valid, subsisting, enforceable and perfected first lien on the Mortgaged Property, including for Mortgage Loans that are not Cooperative Loans, all buildings on the Mortgaged Property and all installations and mechanical, electrical, plumbing, heating and air conditioning systems affixed to such buildings, and all additions, alterations and replacements made at any time with respect to the foregoing securing the Mortgage Note’s original principal balance.  The Mortgage and the Mortgage Note do not contain any evidence of any security interest or other interest or right thereto.  Such lien is free and clear of all adverse claims, liens and encumbrances having priority over the first lien, as applicable, of the Mortgage subject only to (1) the lien of non-delinquent current real property taxes and assessments not yet due and payable, (2) covenants, conditions and restrictions, rights of way, easements and other matters of the public record as of the date of recording which are acceptable to mortgage lending institutions generally and either (A) which are referred to or otherwise considered in the appraisal made for the originator of the Mortgage Loan, or (B) which do not adversely affect the appraised value of the Mortgaged Property as set forth in such appraisal, and (3) 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, subsisting, enforceable and perfected first lien and first priority security interest on the property described therein, and the Seller has the full right to sell and assign the same to the Depositor;

(x)

The Mortgage Note and the related Mortgage are original and genuine and each is the legal, valid and binding obligation of the maker thereof, enforceable in all respects in accordance with its terms subject to bankruptcy, insolvency, moratorium, reorganization and other laws of general application affecting the rights of creditors and by general equitable principles;

(xi)

The Seller or its affiliate is the sole owner of record and holder of the Mortgage Loan and the indebtedness evidenced by the Mortgage Note.  Immediately prior to the transfer and assignment to the Depositor on the Closing Date, the Mortgage Loan, including the Mortgage Note and the Mortgage, were not subject to an assignment or pledge, and the Seller had good and marketable title to and was the sole owner thereof and had full right to transfer and sell the Mortgage Loan to the Depositor free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest and has the full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign the Mortgage Loan and following the sale of the Mortgage Loan, the Depositor will own such Mortgage Loan free and clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest;

(xii)

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 liens) affecting the related Mortgaged Property which are or may be liens prior to or equal to the lien of the related Mortgage;

(xiii)

All improvements subject to the Mortgage which were considered in determining the appraised value of the Mortgaged Property lie wholly within the boundaries and building restriction lines of the Mortgaged Property (and wholly within the project with respect to a condominium unit) except for de minimus encroachments permitted by the FNMA Guide and which have been noted on the appraisal or the title policy affirmatively insures against loss or damage by reason of any violation, variation or encroachment adverse circumstances which is either disclosed or would have been disclosed by an accurate survey, and no improvements on adjoining properties encroach upon the Mortgaged Property except those which are insured against by the title insurance policy referred to in clause (xiii) above or are acceptable under FNMA or FHLMC guidelines and all improvements on the property comply with all applicable zoning and subdivision laws and ordinances;

(xiv)

The Mortgaged Property is not subject to any material damage by waste, fire, earthquake, windstorm, flood or other casualty.  At origination of the Mortgage Loan there was, and there currently is, no proceeding pending for the total or partial condemnation of the Mortgaged Property;

(xv)

The Mortgage File contains an appraisal of the related Mortgaged Property signed prior to the final approval of the mortgage loan application by a Qualified Appraiser, who had no interest, direct or indirect, in the Mortgaged Property or in any loan made on the security thereof, and whose compensation is not affected by the approval or disapproval of the Mortgage Loan;

(xvi)

Each Mortgage Loan has been serviced in all material respects in compliance with accepted servicing practices;

(xvii)

With respect to each Cooperative Loan, the related Mortgage is a valid, enforceable and subsisting first security interest on the related Cooperative Shares securing the related Mortgage Note, subject only to (a) liens of the Cooperative Property for unpaid assessments representing the Mortgagor’s pro rata share of the Cooperative Property’s payments for its blanket mortgage, current and future real property taxes, insurance premiums, maintenance fees and other assessments to which like collateral is commonly subject and (b) other matters to which like collateral is commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Security Agreement.  There are no liens against or security interest in the Cooperative Shares relating to each Cooperative Loan (except for unpaid maintenance, assessments and other amounts owed to the related Cooperative Property which individually or in the aggregate will not have a material adverse effect on such Cooperative Loan), which have priority over DLJMC’s security interest in such Cooperative Shares;

(xviii)

The Mortgage Loan complies with all the terms, conditions and requirements of the originator’s underwriting standards in effect at the time of origination of such Mortgage Loan.

(xix)

The Seller has delivered or caused to be delivered to the Trustee or the Custodian on behalf of the Trustee the original Mortgage bearing evidence that such instruments have been recorded in the appropriate jurisdiction where the Mortgaged Property is located as determined by the Seller (or, in lieu of the original of the Mortgage or the assignment thereof, a duplicate or conformed copy of the Mortgage or the instrument of assignment, if any, together with a certificate of receipt from the Seller or the settlement agent who handled the closing of the Mortgage Loan, certifying that such copy or copies represent true and correct copy(ies) of the originals) and that such original(s) have been or are currently submitted to be recorded in the appropriate governmental recording office of the jurisdiction where the Mortgaged Property is located) or a certification or receipt of the recording authority evidencing the same;

(xx)

The Mortgage File contains each of the documents specified in Section 2.01(b) of this Agreement;

(xxi)

With respect to each Cooperative Loan, the Cooperative Shares that is pledged as security for the Cooperative Loan is held by a person as a tenant-stockholder (as defined in Section 216 of the Code) in a cooperative housing corporation (as defined in Section 216 of the Code); 

(xxii)

With respect to each Mortgage Loan, (a) the Mortgage Loan was originated by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to sections 203 and 211 of the National Housing Act, a savings and loan association, a savings bank, a commercial bank, credit union, insurance company or similar institution which is supervised and examined by a federal or state authority or (b) at the time the Mortgage Loan was originated, the originator was a mortgagee duly licensed as required by the State within which the Mortgage Loan was originated, and was subject to supervision and examination conducted by the applicable State authority of such State;

(xxiii)

The Mortgage Loan constitutes a qualified mortgage under Section 860G(a)(3)(A);

(xxiv)

With respect to each Mortgage Loan sold by any Seller, to the knowledge of DLJMC, (i) no borrower obtained a prepaid single-premium credit insurance policy in connection with the origination of a Mortgage Loan, (ii) the related Servicer of each such Mortgage Loan has fully furnished, 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; (iii) no such Mortgage Loan will impose a Prepayment Penalty for a term in excess of five years;  and (iv) with respect to any Mortgage Loans that are on manufactured housing, such housing will be the principal residence of the borrower upon origination of such mortgage loan;

(xxv)

With respect to each Mortgage Loan sold by any Seller that was originated on or after October 1, 2002 and before March 7, 2003, no such Mortgage Loan is secured by a Mortgaged Property located in the State of Georgia and no Mortgage Loan sold by any Seller secured by Mortgaged Property located in the State of Georgia that was originated on or after March 7, 2003 is a “high cost home loan” as defined in the Georgia Fair Lending Act (HB 1361), as amended;

(xxvi)

 None of the Mortgage Loans sold by any Seller are classified as (a) a “high cost mortgage” loan under the Home Ownership and Equity Protection Act of 1994 or (b) a “high cost home,” “covered,” “high-cost,” “high-risk home,” or “predatory” loan under any other applicable state, federal or local law; 

(xxvii)

With respect to each Mortgage Loan that has a Prepayment Penalty feature, each such Prepayment Penalty is enforceable and, at the time such Mortgage Loan was originated, each Prepayment Penalty complied with applicable federal, state and local law, subject to federal preemption where applicable; 

(xxviii)

Each Mortgage Loan that is secured by residential real property (or a leasehold interest therein) has a loan-to-value ratio of 100% or less by Cut-Off Date Principal Balance;

(xxix)

No Mortgage Loan sold by any Seller is a “High Cost Loan” or “Covered Loan”, as applicable, as such terms are defined in the Standard & Poor’s LEVELS® Glossary, Appendix E, in effect as of the Closing Date; and

(xxx)

With respect to any Mortgage Loan originated on or after August 1, 2004, either (a) the related Mortgage and the related Mortgage Note does not contain a mandatory arbitration clause (that is, a clause that requires the related Mortgagor to submit to arbitration to resolve any dispute arising out of or relating in any way to the Mortgage Loan) or (b) the related Mortgage and the related Mortgage Note contained a mandatory arbitration clause as of the related origination date and such clause has or will be waived by the originator or an entity designated by the Seller in writing no later than sixty (60) days after the related Closing Date which notice included or will include the following language: “WE ARE HEREBY NOTIFYING YOU THAT THE MANDATORY ARBITRATION CLAUSE OF YOUR LOAN, REQUIRING THAT YOU SUBMIT TO ARBITRATION TO RESOLVE ANY DISPUTE ARISING OUT OF OR RELATING IN ANY WAY TO YOUR MORTGAGE LOAN, IS IMMEDIATELY NULL AND VOID.  YOU ARE FREE TO CHOOSE TO EXERCISE ANY OF YOUR RIGHTS OR ENFORCE ANY REMEDIES UNDER YOUR MORTGAGE LOAN THROUGH THE COURT SYSTEM.”  A copy of the written notice referred to in the immediately preceding sentence, if applicable, shall be retained in the related Mortgage File.