STANWICH
      ASSET ACCEPTANCE COMPANY, L.L.C.

     

    Depositor

     

    WELLS
      FARGO BANK, N.A.,

     

    Master
      Servicer and Securities Administrator

     

     

    EMC
      MORTGAGE CORPORATION,

     

    Interim
      Servicer

     

     

    CARRINGTON
      MORTGAGE SERVICES, LLC,

     

    Servicer

     

     

    and

     

     

    HSBC
      BANK
      USA, NATIONAL ASSOCIATION,

     

    Trustee

     

    


    POOLING
      AND SERVICING AGREEMENT

    Dated
      as
      of June 1, 2007

     

    Carrington
      Mortgage Loan Trust, Series 2007-HE1 

    Asset-Backed
      Pass-Through Certificates

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      TABLE
        OF CONTENTS

      


      Page

    

    
      	
              ARTICLE
                I

            	
              DEFINITIONS;
                USAGE

            	
              3

            
	
              SECTION
                1.01

            	
              Defined
                Terms

            	
              3

            
	
              SECTION
                1.02

            	
              Allocation
                of Certain Interest Shortfalls

            	
              55

            
	
              SECTION
                1.03

            	
              Rules
                of Usage

            	
              55

            
	
              ARTICLE
                II

            	
              CONVEYANCE
                OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES

            	
              56

            
	
              SECTION
                2.01

            	
              Conveyance
                of the Mortgage Loans

            	
              56

            
	
              SECTION
                2.02

            	
              Acceptance
                of REMIC I by Trustee

            	
              59

            
	
              SECTION
                2.03

            	
              Repurchase
                or Substitution of Mortgage Loans by the Responsible Party and the
                Seller

            	
              61

            
	
              SECTION
                2.04

            	
              Representations
                and Warranties of the Master Servicer

            	
              64

            
	
              SECTION
                2.05

            	
              Representations,
                Warranties and Covenants of the Interim Servicer, the Master Servicer
                and
                the Servicer

            	
              65

            
	
              SECTION
                2.06

            	
              Issuance
                of the REMIC I Regular Interests and the Class R-I
                Interest

            	
              69

            
	
              SECTION
                2.07

            	
              Conveyance
                of the REMIC I Regular Interests; Acceptance of REMIC II by the
                Trustee

            	
              70

            
	
              SECTION
                2.08

            	
              Issuance
                of Class R Certificates

            	
              70

            
	
              ARTICLE
                III

            	
              ADMINISTRATION
                AND SERVICING OF THE MORTGAGE LOANS

            	
              70

            
	
              SECTION
                3.01

            	
              Applicable
                Servicer to Act as Servicer

            	
              70

            
	
              SECTION
                3.02

            	
              Sub-Servicing
                Agreements Between Applicable Servicer and Sub-Servicers

            	
              72

            
	
              SECTION
                3.03

            	
              Successor
                Sub-Servicers

            	
              73

            
	
              SECTION
                3.04

            	
              Liability
                of Applicable Servicer

            	
              74

            
	
              SECTION
                3.05

            	
              No
                Contractual Relationship Between Sub-Servicers, the Trustee or the
                Certificateholders

            	
              74

            
	
              SECTION
                3.06

            	
              Assumption
                or Termination of Sub-Servicing Agreements by the Master Servicer
                or
                successor Applicable Servicer

            	
              74

            
	
              SECTION
                3.07

            	
              Collection
                of Certain Mortgage Loan Payments

            	
              75

            
	
              SECTION
                3.08

            	
              Sub-Servicing
                Accounts

            	
              76

            
	
              SECTION
                3.09

            	
              Collection
                of Taxes, Assessments and Similar Items; Servicing
                Accounts

            	
              77

            
	
              SECTION
                3.10

            	
              Custodial
                Account and Certificate Account

            	
              77

            


    

     

    
      
        
        

      

      
        -i-

        
          

        

      

      
        
        

      

    

     

      TABLE
        OF CONTENTS

      (continued)

      


      Page

    

    
      	
              SECTION
                3.11

            	
              Withdrawals
                from the Custodial Account and Certificate Account

            	
              80

            
	
              SECTION
                3.12

            	
              Investment
                of Funds in the Custodial Account and the Certificate
                Account

            	
              81

            
	
              SECTION
                3.13

            	
              [Reserved]

            	
              83

            
	
              SECTION
                3.14

            	
              Maintenance
                of Hazard Insurance and Errors and Omissions and Fidelity
                Coverage

            	
              83

            
	
              SECTION
                3.15

            	
              Enforcement
                of Due-On-Sale Clauses; Assumption Agreements

            	
              84

            
	
              SECTION
                3.16

            	
              Realization
                Upon Defaulted Mortgage Loans

            	
              85

            
	
              SECTION
                3.17

            	
              Trustee
                and Custodian to Cooperate; Release of Mortgage Files

            	
              88

            
	
              SECTION
                3.18

            	
              Servicing
                Compensation

            	
              89

            
	
              SECTION
                3.19

            	
              Reports
                to the Trustee and Others; Custodial Account Statements

            	
              89

            
	
              SECTION
                3.20

            	
              [Reserved]

            	
              89

            
	
              SECTION
                3.21

            	
              [Reserved]

            	
              90

            
	
              SECTION
                3.22

            	
              Access
                to Certain Documentation

            	
              90

            
	
              SECTION
                3.23

            	
              Title,
                Management and Disposition of REO Property

            	
              90

            
	
              SECTION
                3.24

            	
              Obligations
                of the Applicable Servicer in Respect of Prepayment Interest
                Shortfalls

            	
              93

            
	
              SECTION
                3.25

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

            	
              93

            
	
              SECTION
                3.26

            	
              Advance
                Facility

            	
              94

            
	
              SECTION
                3.27

            	
              Successor
                to Applicable Servicer

            	
              95

            
	
              ARTICLE
                IV

            	
              ADMINISTRATION
                AND MASTER SERVICING OF THE MORTGAGE LOANS BY THE MASTER
                SERVICER

            	
              96

            
	
              SECTION
                4.01

            	
              Master
                Servicer

            	
              96

            
	
              SECTION
                4.02

            	
              [Reserved]

            	
              97

            
	
              SECTION
                4.03

            	
              Monitoring
                of the Applicable Servicer

            	
              97

            
	
              SECTION
                4.04

            	
              Fidelity
                Bond

            	
              98

            
	
              SECTION
                4.05

            	
              Power
                to Act; Procedures

            	
              98

            
	
              SECTION
                4.06

            	
              Due-on-Sale
                Clauses; Assumption Agreements

            	
              99

            


    

     

    
      
        
        

      

      
        -ii-

        
          

        

      

      
        
        

      

    

     

      TABLE
        OF CONTENTS

      (continued)

      


      Page

    

    
      	
              SECTION
                4.07

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

            	
              99

            
	
              SECTION
                4.08

            	
              Standard
                Hazard Insurance and Flood Insurance Policies

            	
              100

            
	
              SECTION
                4.09

            	
              Presentment
                of Claims and Collection of Proceeds

            	
              100

            
	
              SECTION
                4.10

            	
              Maintenance
                of Primary Mortgage Insurance Policies

            	
              100

            
	
              SECTION
                4.11

            	
              Trustee
                to Retain Possession of Certain Insurance Policies and
                Documents

            	
              100

            
	
              SECTION
                4.12

            	
              Realization
                Upon Defaulted Mortgage Loans

            	
              101

            
	
              SECTION
                4.13

            	
              Compensation
                for the Master Servicer

            	
              101

            
	
              SECTION
                4.14

            	
              REO
                Property

            	
              101

            
	
              SECTION
                4.15

            	
              Obligation
                of the Master Servicer in Respect of Prepayment Interest
                Shortfalls

            	
              102

            
	
              ARTICLE
                V

            	
              PAYMENTS
                TO CERTIFICATEHOLDERS

            	
              102

            
	
              SECTION
                5.01

            	
              Distributions

            	
              102

            
	
              SECTION
                5.02

            	
              Statements
                to Certificateholders

            	
              108

            
	
              SECTION
                5.03

            	
              Remittance
                Reports; Advances

            	
              112

            
	
              SECTION
                5.04

            	
              Allocation
                of Realized Losses

            	
              114

            
	
              SECTION
                5.05

            	
              Compliance
                with Withholding Requirements

            	
              116

            
	
              SECTION
                5.06

            	
              Exchange
                Commission; Additional Information

            	
              116

            
	
              SECTION
                5.07

            	
              The
                Swap Agreement

            	
              121

            
	
              SECTION
                5.08

            	
              Tax
                Treatment of Swap Payments and Swap Termination Payments

            	
              124

            
	
              ARTICLE
                VI

            	
              THE
                CERTIFICATES

            	
              124

            
	
              SECTION
                6.01

            	
              The
                Certificates

            	
              124

            
	
              SECTION
                6.02

            	
              Registration
                of Transfer and Exchange of Certificates

            	
              126

            
	
              SECTION
                6.03

            	
              Mutilated,
                Destroyed, Lost or Stolen Certificates

            	
              133

            
	
              SECTION
                6.04

            	
              Persons
                Deemed Owners

            	
              133

            
	
              SECTION
                6.05

            	
              Certain
                Available Information

            	
              133

            
	
              ARTICLE
                VII

            	
              THE
                DEPOSITOR, THE APPLICABLE SERVICER AND THE MASTER SERVICER

            	
              134

            
	
              SECTION
                7.01

            	
              Respective
                Liabilities of the Depositor, the Applicable Servicer and the Master
                Servicer

            	
              134

            


    

     

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

     

      TABLE
        OF CONTENTS

      (continued)

      


      Page

    

    
      	
              SECTION
                7.02

            	
              Merger
                or Consolidation of the Depositor, the Master Servicer or the Applicable
                Servicer

            	
              134

            
	
              SECTION
                7.03

            	
              Limitation
                on Liability of the Depositor, the Master Servicer, the Applicable
                Servicer and Others

            	
              135

            
	
              SECTION
                7.04

            	
              Limitation
                on Resignation of the Applicable Servicer

            	
              136

            
	
              SECTION
                7.05

            	
              Limitation
                on Resignation of the Master Servicer

            	
              136

            
	
              SECTION
                7.06

            	
              Assignment
                of Master Servicing

            	
              137

            
	
              SECTION
                7.07

            	
              Rights
                of the Depositor in Respect of the Applicable Servicer and the Master
                Servicer

            	
              137

            
	
              ARTICLE
                VIII

            	
              DEFAULT

            	
              138

            
	
              SECTION
                8.01

            	
              Servicer
                Events of Default; Master Servicer Events of Default

            	
              138

            
	
              SECTION
                8.02

            	
              Master
                Servicer to Act; Appointment of Successor

            	
              142

            
	
              SECTION
                8.03

            	
              Notification
                to Certificateholders

            	
              144

            
	
              SECTION
                8.04

            	
              Waiver
                of Events of Default

            	
              144

            
	
              ARTICLE
                IX

            	
              CONCERNING
                THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

            	
              144

            
	
              SECTION
                9.01

            	
              Duties
                of Trustee and Securities Administrator

            	
              144

            
	
              SECTION
                9.02

            	
              Certain
                Matters Affecting the Trustee and Securities Administrator

            	
              146

            
	
              SECTION
                9.03

            	
              Trustee
                and Securities Administrator not Liable for Certificates or Mortgage
                Loans

            	
              148

            
	
              SECTION
                9.04

            	
              Trustee
                and Securities Administrator May Own Certificates

            	
              148

            
	
              SECTION
                9.05

            	
              Expenses
                of the Trustee and Securities Administrator

            	
              148

            
	
              SECTION
                9.06

            	
              Eligibility
                Requirements for Trustee and Securities Administrator

            	
              149

            
	
              SECTION
                9.07

            	
              Resignation
                and Removal of the Trustee and Securities Administrator

            	
              149

            
	
              SECTION
                9.08

            	
              Successor
                Trustee or Securities Administrator

            	
              150

            
	
              SECTION
                9.09

            	
              Merger
                or Consolidation of Trustee or Securities Administrator

            	
              151

            
	
              SECTION
                9.10

            	
              Appointment
                of Co-Trustee or Separate Trustee

            	
              151

            


    

     

    
      
        
        

      

      
        -iv-

        
          

        

      

      
        
        

      

    

     

      TABLE
        OF CONTENTS

      (continued)

      


      Page

    

    
      	
              SECTION
                9.11

            	
              Trustee
                to Execute Custodial Agreement and Securities Administrator to Execute
                Swap Agreement

            	
              152

            
	
              SECTION
                9.12

            	
              Appointment
                of Office or Agency

            	
              153

            
	
              SECTION
                9.13

            	
              Representations
                and Warranties of the Trustee and the Securities
                Administrator

            	
              153

            
	
              SECTION
                9.14

            	
              Interim
                Servicer and Servicer Indemnification

            	
              153

            
	
              SECTION
                9.15

            	
              Valid,
                Legal and Binding Obligation

            	
              153

            
	
              SECTION
                9.16

            	
              Appointment
                of the Custodian

            	
              153

            
	
              ARTICLE
                X

            	
              TERMINATION

            	
              154

            
	
              SECTION
                10.01

            	
              Termination
                Upon Repurchase or Liquidation of All Mortgage Loans

            	
              154

            
	
              SECTION
                10.02

            	
              Additional
                Termination Requirements

            	
              156

            
	
              ARTICLE
                XI

            	
              REMIC
                PROVISIONS

            	
              157

            
	
              SECTION
                11.01

            	
              REMIC
                Administration

            	
              157

            
	
              SECTION
                11.02

            	
              Prohibited
                Transactions and Activities

            	
              159

            
	
              SECTION
                11.03

            	
              Interim
                Servicer, Servicer, Master Servicer and Trustee
                Indemnification

            	
              160

            
	
              ARTICLE
                XII

            	
              TRUSTEE
                AND SECURITIES ADMINISTRATOR COMPLIANCE WITH REGULATION AB

            	
              160

            
	
              SECTION
                12.01

            	
              Intent
                of the Parties; Reasonableness

            	
              160

            
	
              SECTION
                12.02

            	
              Additional
                Representations and Warranties of the Trustee and the Securities
                Administrator

            	
              161

            
	
              SECTION
                12.03

            	
              Information
                to Be Provided by the Securities Administrator

            	
              162

            
	
              SECTION
                12.04

            	
              Report
                on Assessment of Compliance and Attestation

            	
              162

            
	
              SECTION
                12.05

            	
              Indemnification;
                Remedies

            	
              163

            
	
              ARTICLE
                XIII

            	
              
                SERVICER
                  COMPLIANCE WITH REGULATION AB

              

            	
              163

            
	
              SECTION
                13.01

            	
              [Reserved]

            	
              163

            
	
              SECTION
                13.02

            	
              [Reserved]

            	
              164

            
	
              SECTION
                13.03

            	
              Information
                to Be Provided by the Applicable Servicer

            	
              164

            
	
              SECTION
                13.04

            	
              Servicer
                Compliance Statement

            	
              164

            
	
              SECTION
                13.05

            	
              Report
                on Assessment of Compliance and Attestation

            	
              165

            
	
              SECTION
                13.06

            	
              Use
                of Sub-Servicers and Subcontractors

            	
              166

            


    

     

    
      
        
        

      

      
        -v-

        
          

        

      

      
        
        

      

    

     

      TABLE
        OF CONTENTS

      (continued)

      


      Page

    

    
      	
              SECTION
                13.07

            	
              Indemnification;
                Remedies

            	
              167

            
	
              ARTICLE
                XIV

            	
              MASTER
                SERVICER COMPLIANCE WITH REGULATION AB

            	
              169

            
	
              SECTION
                14.01

            	
              [Reserved]

            	
              169

            
	
              SECTION
                14.02

            	
              [Reserved]

            	
              169

            
	
              SECTION
                14.03

            	
              Information
                to Be Provided by the Master Servicer

            	
              169

            
	
              SECTION
                14.04

            	
              Master
                Servicer Compliance Statement

            	
              170

            
	
              SECTION
                14.05

            	
              Report
                on Assessment of Compliance and Attestation

            	
              170

            
	
              SECTION
                14.06

            	
              Use
                of Subcontractors

            	
              171

            
	
              SECTION
                14.07

            	
              Indemnification;
                Remedies

            	
              172

            
	
              ARTICLE
                XV

            	
              MISCELLANEOUS
                PROVISIONS

            	
              174

            
	
              SECTION
                15.01

            	
              Amendment

            	
              174

            
	
              SECTION
                15.02

            	
              Recordation
                of Agreement; Counterparts

            	
              175

            
	
              SECTION
                15.03

            	
              Limitation
                on Rights of Certificateholders

            	
              176

            
	
              SECTION
                15.04

            	
              Governing
                Law

            	
              176

            
	
              SECTION
                15.05

            	
              Notices

            	
              177

            
	
              SECTION
                15.06

            	
              Severability
                of Provisions

            	
              177

            
	
              SECTION
                15.07

            	
              Notice
                to Rating Agencies

            	
              177

            
	
              SECTION
                15.08

            	
              Article
                and Section References

            	
              178

            
	
              SECTION
                15.09

            	
              Grant
                of Security Interest

            	
              178

            
	
              SECTION
                15.10

            	
              Intention
                of Parties

            	
              179

            
	
              SECTION
                15.11

            	
              Assignment

            	
              180

            
	
              SECTION
                15.12

            	
              Inspection
                and Audit Rights

            	
              180

            
	
              SECTION
                15.13

            	
              Certificates
                Nonassessable and Fully Paid

            	
              180

            
	
              SECTION
                15.14

            	
              Third-Party
                Beneficiaries

            	
              180

            
	
              SECTION
                15.15

            	
              Perfection
                Representations

            	
              181

            
	
              SECTION
                15.16

            	
              Notice
                to Holder of Class CE-1 Certificate

            	
              181

            


    

    



    
      
        
        

      

      
        -vi-

        
          

        

      

      
        
        

      

    


    Exhibits

     

    
      	
              Exhibit
                A-1

            	
              Form
                of Class A-1 Certificates

            
	
              Exhibit
                A-2

            	
              Form
                of Class A-2 Certificates

            
	
              Exhibit
                A-3

            	
              Form
                of Class A-3 Certificates

            
	
              Exhibit
                A-4

            	
              Form
                of Class A-4 Certificates

            
	
              Exhibit
                A-5

            	
              Form
                of Class M-1 Certificates

            
	
              Exhibit
                A-6

            	
              Form
                of Class M-2 Certificates

            
	
              Exhibit
                A-7

            	
              Form
                of Class M-3 Certificates

            
	
              Exhibit
                A-8

            	
              Form
                of Class M-4 Certificates

            
	
              Exhibit
                A-9

            	
              Form
                of Class M-5 Certificates

            
	
              Exhibit
                A-10

            	
              Form
                of Class M-6 Certificates

            
	
              Exhibit
                A-11

            	
              Form
                of Class M-7 Certificates

            
	
              Exhibit
                A-12

            	
              Form
                of Class M-8 Certificates

            
	
              Exhibit
                A-13

            	
              Form
                of Class M-9 Certificates

            
	
              Exhibit
                A-14

            	
              [Reserved]

            
	
              Exhibit
                A-15

            	
              Form
                of Class CE-1 Certificate

            
	
              Exhibit
                A-16

            	
              Form
                of Class CE-2 Certificate

            
	
              Exhibit
                A-17

            	
              Form
                of Class P Certificate

            
	
              Exhibit
                A-18

            	
              Form
                of Class R-I Certificate

            
	
              Exhibit
                A-19

            	
              Form
                of Class R-II Certificate

            
	
              Exhibit
                B

            	
              [Reserved]

            
	
              Exhibit
                C-1

            	
              Form
                of Trustee’s Initial Certification

            
	
              Exhibit
                C-2

            	
              Form
                of Trustee’s Final Certification

            
	
              Exhibit
                D

            	
              Form
                of Mortgage Loan Purchase Agreement

            
	
              Exhibit
                E

            	
              Request
                for Release

            
	
              Exhibit
                F-1

            	
              Form
                of Transferor Representation Letter and Form of Transferee Representation
                Letter in Connection with Transfer of the Private Certificates Pursuant
                to
                Rule 144A Under the 1933 Act

            
	
              Exhibit
                F-2

            	
              Form
                of Transfer Affidavit and Agreement and Form of Transferor Affidavit
                in
                Connection with Transfer of Residual Certificates

            
	
              Exhibit
                G

            	
              Form
                of Certification with respect to ERISA and the Code

            
	
              Exhibit
                H

            	
              Form
                of Lost Note Affidavit

            
	
              Exhibit
                I-1

            	
              Form
                of Servicer’s 10-K Certification

            
	
              Exhibit
                I-2

            	
              Form
                of Certification to be Provided to Servicer by the Securities
                Administrator

            
	
              Exhibit
                J

            	
              Form
                Servicing Criteria to be Addressed in Assessment of
                Compliance

            
	
              Exhibit
                K-1

            	
              Form
                of Swap Agreement

            
	
              Exhibit
                K-2

            	
              Schedule
                of Swap Agreement Notional Balances

            
	
              Exhibit
                L

            	
              [Reserved]

            
	
              Exhibit
                M

            	
              Standard
                File Levels - Delinquency Reporting

            
	
              Exhibit
                N

            	
              Standard
                Loan Level File Layout - Master Servicing

            
	
              Exhibit
                O

            	
              Calculation
                of Realized Gains/Losses

            
	
              Schedule
                1

            	
              Mortgage
                Loan Schedule

            
	
              Schedule
                2

            	
              Prepayment
                Charge Schedule

            
	
              Schedule
                3

            	
              Perfection
                Representations, Warranties and Covenants

            
	
              Schedule
                4

            	
              Standard
                File Layout Data Elements

            


    

     

    
      
        
        

      

      
        -vii-

        
          

        

      

      
        
        

      

    



    This
      Pooling and Servicing Agreement, is dated and effective as of June 1, 2007,
      among STANWICH ASSET ACCEPTANCE COMPANY, L.L.C. as Depositor, WELLS FARGO BANK,
      N.A., as Master Servicer and as Securities Administrator, EMC MORTGAGE
      CORPORATION as Interim Servicer, CARRINGTON MORTGAGE SERVICES LLC, as Servicer
      and HSBC Bank USA, National Association, as Trustee. 

     

    PRELIMINARY
      STATEMENT:

     

    The
      Depositor intends to sell pass-through certificates to be issued hereunder
      in
      multiple classes, which in the aggregate will evidence the entire beneficial
      ownership interest in the Trust Fund (as defined herein) created hereunder.
      

     

    REMIC
      I

     

    As
      provided herein, the Trustee will elect to treat the segregated pool of assets
      consisting of the Mortgage Loans and certain other related assets (other than
      any Servicer Prepayment Charge Payment Amounts, the Swap Account and the Swap
      Agreement) subject to this Agreement as a REMIC for federal income tax purposes,
      and such segregated pool of assets will be designated as “REMIC I.” The Class
      R-I Interest will be the sole class of “residual interests” in REMIC I for
      purposes of the REMIC Provisions (as defined herein). The following table
      irrevocably sets forth the designation, the REMIC I Remittance Rate, the initial
      Uncertificated Balance and, for purposes of satisfying U.S. Treasury Regulation
      Section 1.860G-1(a)(4)(iii) and the “latest possible maturity date” for each of
      the REMIC I Regular Interests (as defined herein). None of the REMIC I Regular
      Interests will be certificated.

     

    
      	
              Designation

            	 	
              REMIC
                I

              Remittance
                Rate

            	 	
              Initial

              Uncertificated
                Balance

            	 	
              Latest
                Possible

              Maturity
                Date(1)

            
	
              I-LTAA

            	 	
              Variable
                (2)

            	 	
              $376,748,632.51

            	 	
              July
                25, 2037

            
	
              I-LTA1

            	 	
              Variable
                (2)

            	 	
              $1,460,590

            	 	
              July
                25, 2037

            
	
              I-LTA2

            	 	
              Variable
                (2)

            	 	
              $644,930

            	 	
              July
                25, 2037

            
	
              I-LTA3

            	 	
              Variable
                (2)

            	 	
              $428,200

            	 	
              July
                25, 2037

            
	
              I-LTA4

            	 	
              Variable
                (2)

            	 	
              $199,630

            	 	
              July
                25, 2037

            
	
              I-LTM1

            	 	
              Variable
                (2)

            	 	
              $269,110

            	 	
              July
                25, 2037

            
	
              I-LTM2

            	 	
              Variable
                (2)

            	 	
              $172,990

            	 	
              July
                25, 2037

            
	
              I-LTM3

            	 	
              Variable
                (2)

            	 	
              $78,810

            	 	
              July
                25, 2037

            
	
              I-LTM4

            	 	
              Variable
                (2)

            	 	
              $71,120

            	 	
              July
                25, 2037

            
	
              I-LTM5

            	 	
              Variable
                (2)

            	 	
              $65,360

            	 	
              July
                25, 2037

            
	
              I-LTM6

            	 	
              Variable
                (2)

            	 	
              $63,430

            	 	
              July
                25, 2037

            
	
              I-LTM7

            	 	
              Variable
                (2)

            	 	
              $59,590

            	 	
              July
                25, 2037

            
	
              I-LTM8

            	 	
              Variable
                (2)

            	 	
              $57,660

            	 	
              July
                25, 2037

            
	
              I-LTM9

            	 	
              Variable
                (2)

            	 	
              $51,900

            	 	
              July
                25, 2037

            
	
              I-LTZZ

            	 	
              Variable
                (2)

            	 	
              $4,065,427.61

            	 	
              July
                25, 2037

            
	
              I-LTP

            	 	
              Variable
                (2)

            	 	
              $100

            	 	
              July
                25, 2037

            
	
              I-CE-2

            	 	
              Variable
                (2)

            	 	
              N/A(3)

            	 	
              July
                25, 2037

            


    

    _______________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the U.S. Treasury Regulations,
                the Distribution Date immediately following the maturity date for
                the
                Mortgage Loan with the latest maturity date has been designated as
                the
                “latest possible maturity date” for each REMIC I Regular
                Interest.

            


    

    
      	
              (2)

            	
              Calculated
                in accordance with the definition of “REMIC I Remittance Rate”
                herein.

            


    

    
      	
              (3)

            	
              REMIC
                I Regular Interest I-CE-2 will not have an Uncertificated Balance,
                but
                will accrue interest on its related Notional Amount described in
                accordance with the definition of the Notional Amount
                herein.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    REMIC
      II

     

    As
      provided herein, the Trustee will elect to treat the segregated pool of assets
      consisting of the REMIC I Regular Interests as a REMIC for federal income tax
      purposes, and such segregated pool of assets will be designated as “REMIC II.”
The Class R-II Interest will evidence the sole class of “residual interests” in
      REMIC II for purposes of the REMIC Provisions under federal income tax law.
      The
      following table irrevocably sets forth the designation, the Pass-Through Rate,
      the initial aggregate Certificate Principal Balance and, for purposes of
      satisfying U.S. Treasury Regulation Section 1.860G-1(a)(4)(iii), the “latest
      possible maturity date” for the indicated Classes of Certificates.

    


    
      	
              Designation

            	 	
              Pass-Through
                Rate

            	 	
              Initial
                Aggregate Certificate Principal Balance

            	 	
              Latest
                Possible Maturity Date(1)

            
	
              Class
                A-1(2)

            	 	
              Variable(2)

            	 	
              $146,059,000.00

            	 	
              February
                25, 2032

            
	
              Class
                A-2(2)

            	 	
              Variable(2)

            	 	
              $64,493,000.00

            	 	
              July
                25, 2036

            
	
              Class
                A-3(2)

            	 	
              Variable(2)

            	 	
              $42,820,000.00

            	 	
              May
                25, 2037

            
	
              Class
                A-4(2)

            	 	
              Variable(2

            	 	
              $19,963,000.00

            	 	
              May
                25, 2037

            
	
              Class
                M-1(2)

            	 	
              Variable(2)

            	 	
              $26,911,000.00

            	 	
              July
                25, 2037

            
	
              Class
                M-2(2)

            	 	
              Variable(2)

            	 	
              $17,299,000.00

            	 	
              July
                25, 2037

            
	
              Class
                M-3(2)

            	 	
              Variable(2)

            	 	
              $7,881,000.00

            	 	
              July
                25, 2037

            
	
              Class
                M-4(2)

            	 	
              Variable(2)

            	 	
              $7,112,000.00

            	 	
              July
                25, 2037

            
	
              Class
                M-5(2)

            	 	
              Variable(2)

            	 	
              $6,536,000.00

            	 	
              July
                25, 2037

            
	
              Class
                M-6(2)

            	 	
              Variable(2)

            	 	
              $6,343,000.00

            	 	
              July
                25, 2037

            
	
              Class
                M-7(2)

            	 	
              Variable(2)

            	 	
              $5,959,000.00

            	 	
              July
                25, 2037

            
	
              Class
                M-8(2)

            	 	
              Variable(2)

            	 	
              $5,766,000.00

            	 	
              July
                25, 2037

            
	
              Class
                M-9(2)

            	 	
              Variable(2)

            	 	
              $5,190,000.00

            	 	
              July
                25, 2037

            
	
              Class
                CE-1(3)

            	 	
              Variable(4)

            	 	
              $22,105,380.12

            	 	
              N/A

            
	
              Class
                CE-2

            	 	
              Variable(5)

            	 	
              N/A(5)

            	 	
              N/A

            
	
              Class
                P

            	 	
              N/A(6)

            	 	
              $100

            	 	
              N/A

            


    

    _______________

    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the U.S. Treasury Regulations,
                the Distribution Date immediately following the maturity date for
                the
                Mortgage Loans with the latest maturity date has been designated
                as the
                “latest possible maturity date” for each Class of
                Certificates.

            


    

    
      	
              (2)

            	
              Calculated
                in accordance with the definition of “Pass-Through Rate” herein. The
                Class A and Class M Certificates represent ownership of REMIC II
                Regular Interests, together with certain rights to payments to be
                made
                from amounts received under the Swap Agreement which payments are
                treated
                for federal income tax purposes as being made outside of REMIC II
                by the
                holder of the Class CE-1 Certificates, as the owner of the Swap
                Agreement.

            


    

    
      	
              (3)

            	
              The
                Class CE-1 Certificates will be comprised of two uncertificated REMIC
                II
                Regular Interests, a principal only regular interest designated REMIC
                II
                Regular Interest CE-1-PO and an interest only regular interest designated
                REMIC II Regular Interest CE-1-IO, each of which will be entitled
                to
                distributions as set forth herein.

            


    

    
      	
              (4)

            	
              The
                Class CE-1 Certificates will accrue interest at its variable Pass-Through
                Rate on the Notional Amount of REMIC II Regular Interest CE-1-IO
                outstanding from time to time which notional amount shall equal the
                aggregate Uncertificated Balance of the REMIC I Regular Interests
                (other
                than REMIC I Regular Interest I-LTP). The Class CE-1 Certificates
                will not
                accrue interest on its Certificate Principal Balance. The rights
                of the
                Holder of the Class CE-1 Certificates to payments from the Swap Agreement
                shall be outside and apart from its rights under the REMIC II Regular
                Interests CE-IO and CE-PO.

            


    

    
      	
              (5)

            	
              The
                Class CE-2 Certificates will be comprised of an uncertificated REMIC
                II
                Regular Interest designated as REMIC II Regular Interest CE-2-IO
                and will
                not have a Certificate Principal Balance. The Class CE-2 Certificates
                will
                accrue interest at its variable Pass-Through Rate on its Notional
                Amount
                (as defined herein). The Pass-Through Rate with respect to the Class
                CE-2
                Certificates and any Distribution Date is (i) so long as Carrington
                Mortgage Services, LLC is the Applicable Servicer, 0.200% per annum
                and
                (ii) at any time Carrington Mortgage Services, LLC is not the Applicable
                Servicer, 0.000% per annum. For federal income tax purposes,
                uncertificated REMIC II Regular Interest CE-2-IO will not have an
                Uncertificated Balance, but will have a Notional Amount equal to
                the
                uncertificated Notional Amount of REMIC I Regular Interest I-CE-2,
                and
                will be entitled to receive interest equal to 100% of the amounts
                distributed on REMIC I Regular Interest I-CE-2.


            


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    
      	
              (6)

            	
              The
                Class P Certificates will not accrue
                interest.

            


    

     

    As
      of the
      Cut-off Date, the Mortgage Loans had an aggregate Stated Principal Balance
      equal
      to $384,437,480.12.

     

    In
      consideration of the mutual agreements herein contained, the Depositor, the
      Interim Servicer, the Servicer, the Master Servicer, the Securities
      Administrator and the Trustee agree as follows:

     

    ARTICLE
      I

     

    DEFINITIONS;
      USAGE

     

    SECTION
      1.01 Defined
      Terms.
      Whenever used in this Agreement, including, without limitation, in the
      Preliminary Statement hereto, the following words and phrases, unless the
      context otherwise requires, shall have the meanings specified in this Article.
      Unless otherwise specified, all calculations described herein shall be made
      on
      the basis of a 360-day year consisting of twelve 30-day months.

     

    “Accepted
      Servicing Practices”:
      The
      servicing standards set forth in Section
      3.01.

     

    “Accepted
      Master Servicing Practices”:
      With
      respect to any Mortgage Loan, as applicable, either (x) those customary mortgage
      master servicing practices of prudent mortgage servicing institutions that
      master service mortgage loans of the same type and quality as such Mortgage
      Loan
      in the jurisdiction where the related Mortgaged Property is located, to the
      extent applicable to the Master Servicer, or (y) as provided in Section
      4.01
      hereof,
      but in no event below the standard set forth in clause
      (x)
      above.

     

    “Accrued
      Certificate Interest”:
      With
      respect to any Class A Certificate, Mezzanine Certificate, Class CE-1
      Certificate, Class CE-2 Certificate and each Distribution Date, interest accrued
      during the related Interest Accrual Period at the Pass-Through Rate for such
      Certificate for such Distribution Date on the Certificate Principal Balance,
      in
      the case of the Class A Certificates and the Mezzanine Certificates, or on
      the
      Notional Amount, in the case of the Class CE-1 Certificates and Class CE-2
      Certificates, of such Certificate immediately prior to such Distribution Date.
      The Class P Certificates are not entitled to distributions in respect of
      interest and, accordingly, will not accrue interest. All distributions of
      interest on the Class A Certificates and the Mezzanine Certificates will be
      calculated on the basis of a 360-day year and the actual number of days in
      the
      applicable Interest Accrual Period. All distributions of interest on the Class
      CE-1 Certificates and Class CE-2 Certificates will be based on a 360-day year
      consisting of twelve 30-day months. Accrued Certificate Interest with respect
      to
      each Distribution Date, as to any Class A Certificate, Mezzanine Certificate
      or
      Class CE-1 Certificate, shall be reduced by an amount equal to the portion
      allocable to such Certificate pursuant to Section
      1.02
      hereof
      of the sum of (a) the aggregate Prepayment Interest Shortfall, if any, for
      such
      Distribution Date to the extent not covered by payments pursuant to Section
      3.24
      and (b)
      the aggregate amount of any Relief Act Interest Shortfall, if any, for such
      Distribution Date. In addition, Accrued Certificate Interest with respect to
      each Distribution Date, as to the Class CE-1 Certificates, shall be reduced
      by
      an amount equal to the portion allocable to the Class CE-1 Certificates of
      Realized Losses, if any, pursuant to Section
      5.04
      hereof.

     


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    “Additional
      Form 10-D Disclosure”:
      has
      the meaning set forth in Section
      5.06(a).

     

    “Additional
      Form 10-K Disclosure”:
      has
      the meaning set forth in Section
      5.06(b).

     

    “Additional
      Servicer”:
      means
      (i) each affiliated servicer meeting the requirements of Item 1108(a)(2)(ii)
      of
      Regulation AB that services any of the Mortgage Loans, and (ii) each
      unaffiliated servicer meeting the requirements of Item 1108(a)(2)(iii) of
      Regulation AB (other than the Trustee), who services 10% or more of the Mortgage
      Loans.

     

    “Adjustable-Rate
      Mortgage Loan”:
      Each
      of the Mortgage Loans identified on the Mortgage Loan Schedule as having a
      Mortgage Rate that is subject to adjustment.

     

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

     

    “Advance”:
      As to
      any Mortgage Loan or REO Property, any advance made by the Applicable Servicer
      in respect of any Distribution Date pursuant to Section
      5.03.

     

    “Advance
      Facility”:
      As
      defined in Section
      3.26(a).

     

    “Advance
      Facility Trustee”:
      As
      defined in Section
      3.26(b).

     

    “Advancing
      Person”:
      As
      defined in Section
      3.26(a)
      hereof.

     

    “Affected
      Party”:
      As
      defined in the Swap Agreement.

     

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

     

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

     

    “Allocated
      Realized Loss Amount”:
      With
      respect to any Distribution Date and any Class of Class A Certificates or
      Mezzanine Certificates, an amount equal to (x) the sum of (i) any Realized
      Losses allocated to such Class of Certificates on such Distribution Date and
      (ii) the amount of any Allocated Realized Loss Amount for such Class of
      Certificates remaining unpaid from previous Distribution Dates minus
      (y) the
      amount of the increase in the related Certificate Principal Balance due to
      the
      receipt of Subsequent Recoveries as provided in Section
      5.01.

     


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    “Applicable
      Servicer”:
      (i) From the Closing Date to, but not including, the Interim Servicing
      Transfer Date, the Interim Servicer, in its capacity as the servicer hereunder
      and (ii) on and after the Interim Servicing Transfer Date, (a) the
      Servicer, in its capacity as the servicer hereunder, if the Servicer
      Qualification Date has occurred on or before February 1, 2008 or (b) Wells
      Fargo
      Bank, N.A., in its capacity as the servicer, if the Servicer Qualification
      Date
      has not occurred on or before February 1, 2008. In each case, Applicable
      Servicer shall also mean any successor servicer appointed as herein provided,
      in
      its capacity as the Applicable Servicer hereunder.

     

    “Assignment”:
      An
      assignment of Mortgage, notice of transfer or equivalent instrument, in
      recordable form (excepting therefrom, if applicable, the mortgage recordation
      information which has not been required pursuant to Section
      2.01
      hereof
      or returned by the applicable recorder’s office), which is sufficient under the
      laws of the jurisdiction wherein the related Mortgaged Property is located
      to
      reflect of record the sale of the Mortgage, which assignment, notice of transfer
      or equivalent instrument may be in the form of one or more blanket assignments
      covering Mortgages secured by Mortgaged Properties located in the same county,
      if permitted by law.

     

    “Available
      Distribution Amount”:
      With
      respect to any Distribution Date, an amount equal to (1) the sum of (a) the
      aggregate of the amounts on deposit in the Custodial Account and Certificate
      Account as of the close of business on the related Determination Date, (b)
      the
      aggregate of any amounts received in respect of an REO Property withdrawn from
      any REO Account and deposited in the Certificate Account for such Distribution
      Date pursuant to Section 3.23,
      (c) the
      aggregate of any amounts deposited in the Certificate Account by the Applicable
      Servicer or the Master Servicer in respect of Prepayment Interest Shortfalls
      for
      such Distribution Date pursuant to Section
      3.24
      or
Section
      4.15,
      as
      applicable, (d) the aggregate of any Advances made by the Applicable Servicer
      for such Distribution Date pursuant to Section 5.03
      and (e)
      the aggregate of any Advances made by a successor Applicable Servicer for such
      Distribution Date pursuant to Section
      8.02,
      reduced
      (to not less than zero), by (2) the portion of the amount described in
clause
      (1)(a)
      above
      that represents (i) Monthly Payments on the Mortgage Loans received from a
      Mortgagor on or prior to the Determination Date but due during any Due Period
      subsequent to the related Due Period, (ii) Principal Prepayments on the Mortgage
      Loans received after the related Prepayment Period (together with any interest
      payments received with such Principal Prepayments to the extent they represent
      the payment of interest accrued on the Mortgage Loans during a period subsequent
      to the related Prepayment Period) (other than Prepayment Charges), (iii)
      Liquidation Proceeds and Insurance Proceeds received in respect of the Mortgage
      Loans after the related Prepayment Period, (iv) amounts reimbursable or payable
      to the Master Servicer, the Securities Administrator, the Applicable Servicer,
      the Trustee and the Custodian pursuant to Section
      3.11,
      Section
      3.12,
      Section
      9.05
      or
      otherwise payable in respect of Extraordinary Trust Fund Expenses, (v) amounts
      deposited in the Custodial Account or the Certificate Account in error, (vi)
      the
      amount of any Prepayment Charges collected by the Applicable Servicer in
      connection with the Principal Prepayment of any of the Mortgage Loans or any
      Servicer Prepayment Charge Payment Amount, (vii) any Net Swap Payment owed
      to
      the Swap Counterparty and Swap Termination Payments owed to the Swap
      Counterparty not due to a Swap Counterparty Trigger Event for such Distribution
      Date and (viii) the Excess Servicing Fee.

     


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    “Balloon
      Amount”:
      The
      full outstanding principal balance of a Balloon Loan due and payable on the
      maturity date.

     

    “Balloon
      Loans”:
      Mortgage Loans with level monthly payments of principal and interest based
      on an
      amortization schedule, not to exceed 50 years, and having original and modified
      terms to maturity shorter than the term of the related amortization
      schedule.

     

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

     

    “Bankruptcy
      Loss”:
      With
      respect to any Mortgage Loan, a Realized Loss resulting from a Deficient
      Valuation or Debt Service Reduction.

     

    “Bloomberg”:
      As
      defined in Section
      5.02.

     

    “Book-Entry
      Certificate”:
      The
      Class A Certificates and the Mezzanine Certificates for so long as the
      Certificates of such Class shall be registered in the name of the Depository
      or
      its nominee.

     

    “Book-Entry
      Custodian”:
      The
      custodian appointed pursuant to Section
      6.01.

     

    “Business
      Day”:
      Any
      day other than a Saturday, a Sunday or a day on which banking or savings and
      loan institutions in the State of California, the State of New York or in any
      city in which the Corporate Trust Office of the Trustee, the Applicable Servicer
      or the Securities Administrator is located, are authorized or obligated by
      law
      or executive order to be closed.

     

    “Carrington
      Interim Servicing Transfer Costs”:
      All
      reasonable costs and expenses incurred by the Servicer in connection with the
      transfer of servicing from the Interim Servicer on the Interim Servicing
      Transfer Date, if the Servicing Qualification Date has occurred on or before
      February 1, 2008, including, without limitation, any reasonable costs or
      expenses associated with the complete transfer of all servicing data and the
      completion, correction or manipulation of such servicing data as may be required
      by the Servicer to correct any errors or insufficiencies in the servicing data
      or otherwise to enable the Servicer to service the Mortgage Loans properly
      and
      effectively.

     

    “Cash-Out
      Refinancing”:
      A
      Refinanced Mortgage Loan the proceeds of which are more than a nominal amount
      in
      excess of the principal balance of any existing first mortgage or subordinate
      mortgage on the related Mortgaged Property and any closing costs related to
      such
      Refinance Mortgage Loan.

     


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    “Certificate”:
      Any
      one of the Carrington Mortgage Loan Trust, Series 2007-HE1 Asset-Backed
      Pass-Through Certificates, Class A-1, Class A-2, Class A-3, Class A-4, Class
      M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class
      M-8, Class M-9, Class CE-1, Class CE-2, Class P and Class R issued under this
      Agreement.

     

    “Certificate
      Account”:
      The
      trust account or accounts created and maintained by the Securities Administrator
      pursuant to Section
      3.10(b),
      which
      shall be entitled “HSBC Bank USA, National Association, as Trustee, in trust for
      the registered holders of Carrington Mortgage Loan Trust, Series 2007-HE1
      Asset-Backed Pass-Through Certificates.” The Certificate Account must be an
      Eligible Account.

     

    “Certificate
      Factor”:
      With
      respect to any Class of Regular Certificates as of any Distribution Date, a
      fraction, expressed as a decimal carried to six places, the numerator of which
      is the aggregate Certificate Principal Balance (or the related Notional Amount,
      in the case of the Class CE-1 Certificates) of such Class of Certificates on
      such Distribution Date (after giving effect to any distributions of principal
      and in the case of the Class A Certificates, the Mezzanine Certificates and
      the
      Class CE-1 Certificates, the allocations of Realized Losses in reduction of
      the
      Certificate Principal Balance (or the related Notional Amount, in the case
      of
      the Class CE-1 Certificates) of such Class of Certificates to be made on such
      Distribution Date), and the denominator of which is the initial aggregate
      Certificate Principal Balance (or the related Notional Amount, in the case
      of
      the Class CE-1 Certificates) of such Class of Certificates as of the Closing
      Date.

     

    “Certificateholder”
or
      “Holder”:
      The
      Person in whose name a Certificate is registered in the Certificate Register,
      except that a Disqualified Organization or a Non-United States Person shall
      not
      be a Holder of a Residual Certificate for any purpose hereof and, solely for
      the
      purpose of giving any consent pursuant to this Agreement, any Certificate
      registered in the name of the Depositor or the Applicable Servicer or any
      Affiliate thereof shall be deemed not to be outstanding and the Voting Rights
      to
      which it is entitled shall not be taken into account in determining whether
      the
      requisite percentage of Voting Rights necessary to effect any such consent
      has
      been obtained, except as otherwise provided in Section
      14.01.
      The
      Securities Administrator may conclusively rely upon a certificate of the
      Depositor or the Applicable Servicer in determining whether a Certificate is
      held by an Affiliate thereof. All references herein to “Holders” or
“Certificateholders” shall reflect the rights of Certificate Owners as they may
      indirectly exercise such rights through the Depository and participating members
      thereof, except as otherwise specified herein; provided,
      however,
      that
      the Securities Administrator shall be required to recognize as a “Holder” or
“Certificateholder” only the Person in whose name a Certificate is registered in
      the Certificate Register.

     

    “Certificate
      Owner”:
      With
      respect to a Book-Entry Certificate, the Person who is the beneficial owner
      of
      such Certificate as reflected on the books of the Depository or on the books
      of
      a Depository Participant or on the books of an indirect participating brokerage
      firm for which a Depository Participant acts as agent.

     

    “Certificate
      Principal Balance”:
      With
      respect to each Class A Certificate, Mezzanine Certificate or Class P
      Certificate as of any date of determination, the Certificate Principal Balance
      of such Certificate on the Distribution Date immediately prior to such date
      of
      determination plus
      any
      Subsequent Recoveries added to the Certificate Principal Balance of such
      Certificate pursuant to Section
      5.01,
      minus
      all
      distributions allocable to principal made thereon and, in the case of the Class
      A Certificates and the Mezzanine Certificates, Realized Losses allocated thereto
      on such immediately prior Distribution Date (or, in the case of any date of
      determination up to and including the first Distribution Date, the initial
      Certificate Principal Balance of such Certificate, as stated on the face
      thereof). With respect to the Class CE-1 Certificates as of any date of
      determination, an amount equal to the Percentage Interest evidenced by such
      Certificate times the excess, if any, of (A) the then aggregate Uncertificated
      Balance of the REMIC I Regular Interests over (B) the then aggregate Certificate
      Principal Balance of the Class A Certificates, the Mezzanine Certificates and
      the Class P Certificates then outstanding. The Class CE-2 Certificates do
      not have a Certificate Principal Balance.

     


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    “Certificate
      Register”:
      The
      register maintained pursuant to Section
      6.02.

     

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

     

    “Class
      A-1 Certificates”:
      Any
      one of the Class A-1 Certificates executed, authenticated and delivered by
      the
      Securities Administrator, substantially in the form annexed hereto as
Exhibit
      A-1
      and
      evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
      Provisions and (ii) the right to receive payments from the Swap Account to
      the
      extent described herein.

     

    “Class
      A-2 Certificates”:
      Any
      one of the Class A-2 Certificates executed, authenticated and delivered by
      the
      Securities Administrator, substantially in the form annexed hereto as
Exhibit
      A-2
      and
      evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
      Provisions and (ii) the right to receive payments from the Swap Account to
      the
      extent described herein.

     

    “Class
      A-3 Certificates”:
      Any
      one of the Class A-3 Certificates executed, authenticated and delivered by
      the
      Securities Administrator, substantially in the form annexed hereto as
Exhibit
      A-3
      and
      evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
      Provisions and (ii) the right to receive payments from the Swap Account to
      the
      extent described herein.

     

    “Class
      A-4 Certificates”:
      Any
      one of the Class A-4 Certificates executed, authenticated and delivered by
      the
      Securities Administrator, substantially in the form annexed hereto as
Exhibit
      A-4
      and
      evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
      Provisions and (ii) the right to receive payments from the Swap Account to
      the
      extent described herein.

     

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

     

    “Class
      A Principal Distribution Amount”:
      With
      respect to any Distribution Date, the excess of (x) the aggregate Certificate
      Principal Balance of the Class A Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) the applicable
      Subordination Percentage and (ii) the aggregate Stated Principal Balance of
      the
      Mortgage Loans as of the last day of the related Due Period and (B) the excess,
      if any, of the aggregate Stated Principal Balance of the Mortgage Loans as
      of
      the last day of the related Due Period over
      the
      Overcollateralization Floor Amount.

     


    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    “Class
      CE-1 Certificate”:
      Any
      one of the Class CE-1 Certificates executed, authenticated and delivered by
      the
      Securities Administrator, substantially in the form annexed hereto as
Exhibit
      A-15
      and
      evidencing two Regular Interests in REMIC II for purposes of the REMIC
      Provisions together with certain rights to payments under the Swap
      Agreement.

     

    “Class
      CE-2 Certificate”:
      Any
      one of the Class CE-2 Certificates executed, authenticated and delivered by
      the
      Securities Administrator, substantially in the form annexed hereto as
Exhibit
      A-16
      and
      evidencing a Regular Interest in REMIC II for purposes of the REMIC
      provisions.

     

    “Class
      M-1 Certificate”:
      Any
      one of the Class M-1 Certificates executed, authenticated and delivered by
      the
      Securities Administrator, substantially in the form annexed hereto as
Exhibit
      A-5
      and
      evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
      Provisions and (ii) the right to receive payments from the Swap Account to
      the
      extent described herein.

     

    “Class
      M-1 Principal Distribution Amount”:
      With
      respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate
      Certificate Principal Balance of the Class A Certificates (after taking into
      account the distribution of the Class A Principal Distribution Amount on such
      Distribution Date) and (ii) the Certificate Principal Balance of the Class
      M-1
      Certificates immediately prior to such Distribution Date over (y) the lesser
      of
      (A) the product of (i) the applicable Subordination Percentage and (ii) the
      aggregate Stated Principal Balance of the Mortgage Loans as of the last day
      of
      the related Due Period and (B) the excess, if any, of the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period over
      the
      Overcollateralization Floor Amount.

     

    “Class
      M-2 Certificate”:
      Any
      one of the Class M-2 Certificates executed, authenticated and delivered by
      the
      Securities Administrator, substantially in the form annexed hereto as
Exhibit
      A-6
      and
      evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
      Provisions and (ii) the right to receive payments from the Swap Account to
      the
      extent described herein.

     

    “Class
      M-2 Principal Distribution Amount”:
      With
      respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate
      Certificate Principal Balance of the Class A Certificates (after taking into
      account the distribution of the Class A Principal Distribution Amount on such
      Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
      Certificates (after taking into account the distribution of the Class M-1
      Principal Distribution Amount on such Distribution Date) and (iii) the
      Certificate Principal Balance of the Class M-2 Certificates immediately prior
      to
      such Distribution Date over (y) the lesser of (A) the product of (i) the
      applicable Subordination Percentage and (ii) the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      and
      (B) the excess, if any, of the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period over
      the
      Overcollateralization Floor Amount.

     


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    


    “Class
      M-3 Certificate”:
      Any
      one of the Class M-3 Certificates executed, authenticated and delivered by
      the
      Securities Administrator, substantially in the form annexed hereto as
Exhibit
      A-7
      and
      evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
      Provisions and
      (ii)
      the right to receive payments
      from the
      Swap Account to the extent described herein.

     

    “Class
      M-3 Principal Distribution Amount”:
      With
      respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate
      Certificate Principal Balance of the Class A Certificates (after taking into
      account the distribution of the Class A Principal Distribution Amount on such
      Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
      Certificates (after taking into account the distribution of the Class M-1
      Principal Distribution Amount on such Distribution Date), (iii) the Certificate
      Principal Balance of the Class M-2 Certificates (after taking into account
      the
      distribution of the Class M-2 Principal Distribution Amount on such Distribution
      Date) and (iv) the Certificate Principal Balance of the Class M-3 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) the applicable Subordination Percentage and (ii) the aggregate
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Due Period and (B) the excess, if any, of the aggregate Stated Principal Balance
      of the Mortgage Loans as of the last day of the related Due Period over
      the
      Overcollateralization Floor Amount.

     

    “Class
      M-4 Certificate”:
      Any
      one of the Class M-4 Certificates executed, authenticated and delivered by
      the
      Securities Administrator, substantially in the form annexed hereto as
Exhibit
      A-8
      and
      evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
      Provisions and (ii) the right to receive payments from the Swap Account to
      the
      extent described herein.

     

    “Class
      M-4 Principal Distribution Amount”:
      With
      respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate
      Certificate Principal Balance of the Class A Certificates (after taking into
      account the distribution of the Class A Principal Distribution Amount on such
      Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
      Certificates (after taking into account the distribution of the Class M-1
      Principal Distribution Amount on such Distribution Date), (iii) the Certificate
      Principal Balance of the Class M-2 Certificates (after taking into account
      the
      distribution of the Class M-2 Principal Distribution Amount on such Distribution
      Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
      (after taking into account the distribution of the Class M-3 Principal
      Distribution Amount on such Distribution Date) and (v) the Certificate Principal
      Balance of the Class M-4 Certificates immediately prior to such Distribution
      Date over (y) the lesser of (A) the product of (i) the applicable Subordination
      Percentage and (ii) the aggregate Stated Principal Balance of the Mortgage
      Loans
      as of the last day of the related Due Period and (B) the excess, if any, of
      the
      aggregate Stated Principal Balance of the Mortgage Loans as of the last day
      of
      the related Due Period over
      the
      Overcollateralization Floor Amount.

     


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    “Class
      M-5 Certificate”:
      Any
      one of the Class M-5 Certificates executed, authenticated and delivered by
      the
      Securities Administrator, substantially in the form annexed hereto as
Exhibit
      A-9
      and
      evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
      Provisions and (ii) the right to receive payments from the Swap Account to
      the
      extent described herein.

     

    “Class
      M-5 Principal Distribution Amount”:
      With
      respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate
      Certificate Principal Balance of the Class A Certificates (after taking into
      account the distribution of the Class A Principal Distribution Amount on such
      Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
      Certificates (after taking into account the distribution of the Class M-1
      Principal Distribution Amount on such Distribution Date), (iii) the Certificate
      Principal Balance of the Class M-2 Certificates (after taking into account
      the
      distribution of the Class M-2 Principal Distribution Amount on such Distribution
      Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
      (after taking into account the distribution of the Class M-3 Principal
      Distribution Amount on such Distribution Date), (v) the Certificate Principal
      Balance of the Class M-4 Certificates (after taking into account the
      distribution of the Class M-4 Principal Distribution Amount on such Distribution
      Date) and (vi) the Certificate Principal Balance of the Class M-5 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) the applicable Subordination Percentage and (ii) the aggregate
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Due Period and (B) the excess, if any, of the aggregate Stated Principal Balance
      of the Mortgage Loans as of the last day of the related Due Period over
      the
      Overcollateralization Floor Amount.

     

    “Class
      M-6 Certificate”:
      Any
      one of the Class M-6 Certificates executed, authenticated and delivered by
      the
      Securities Administrator, substantially in the form annexed hereto as
Exhibit
      A-10
      and
      evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
      Provisions and (ii) the right to receive payments from the Swap Account to
      the
      extent described herein.

     

    “Class
      M-6 Principal Distribution Amount”:
      With
      respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate
      Certificate Principal Balance of the Class A Certificates (after taking into
      account the distribution of the Class A Principal Distribution Amount on such
      Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
      Certificates (after taking into account the distribution of the Class M-1
      Principal Distribution Amount on such Distribution Date), (iii) the Certificate
      Principal Balance of the Class M-2 Certificates (after taking into account
      the
      distribution of the Class M-2 Principal Distribution Amount on such Distribution
      Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
      (after taking into account the distribution of the Class M-3 Principal
      Distribution Amount on such Distribution Date), (v) the Certificate Principal
      Balance of the Class M-4 Certificates (after taking into account the
      distribution of the Class M-4 Principal Distribution Amount on such Distribution
      Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
      (after taking into account the distribution of the Class M-5 Principal
      Distribution Amount on such Distribution Date) and (vii) the Certificate
      Principal Balance of the Class M-6 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) the applicable
      Subordination Percentage and (ii) the aggregate Stated Principal Balance of
      the
      Mortgage Loans as of the last day of the related Due Period and (B) the excess,
      if any, of the aggregate Stated Principal Balance of the Mortgage Loans as
      of
      the last day of the related Due Period over
      the
      Overcollateralization Floor Amount.

     


    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    


    “Class
      M-7 Certificate”:
      Any
      one of the Class M-7 Certificates executed, authenticated and delivered by
      the
      Securities Administrator, substantially in the form annexed hereto as
Exhibit
      A-11
      and
      evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
      Provisions and (ii) the right to receive payments from the Swap Account to
      the
      extent described herein.

     

    “Class
      M-7 Principal Distribution Amount”:
      With
      respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate
      Certificate Principal Balance of the Class A Certificates (after taking into
      account the distribution of the Class A Principal Distribution Amount on such
      Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
      Certificates (after taking into account the distribution of the Class M-1
      Principal Distribution Amount on such Distribution Date), (iii) the Certificate
      Principal Balance of the Class M-2 Certificates (after taking into account
      the
      distribution of the Class M-2 Principal Distribution Amount on such Distribution
      Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
      (after taking into account the distribution of the Class M-3 Principal
      Distribution Amount on such Distribution Date), (v) the Certificate Principal
      Balance of the Class M-4 Certificates (after taking into account the
      distribution of the Class M-4 Principal Distribution Amount on such Distribution
      Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
      (after taking into account the distribution of the Class M-5 Principal
      Distribution Amount on such Distribution Date), (vii) the Certificate Principal
      Balance of the Class M-6 Certificates (after taking into account the
      distribution of the Class M-6 Principal Distribution Amount on such Distribution
      Date) and (viii) the Certificate Principal Balance of the Class M-7 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) the applicable Subordination Percentage and (ii) the aggregate
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Due Period and (B) the excess, if any, of the aggregate Stated Principal Balance
      of the Mortgage Loans as of the last day of the related Due Period over
      the
      Overcollateralization Floor Amount.

     

    “Class
      M-8 Certificate”:
      Any
      one of the Class M-8 Certificates executed, authenticated and delivered by
      the
      Securities Administrator, substantially in the form annexed hereto as
Exhibit
      A-12
      and
      evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
      Provisions and (ii) the right to receive payments from the Swap Account to
      the
      extent described herein.

     

    “Class
      M-8 Principal Distribution Amount”:
      With
      respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate
      Certificate Principal Balance of the Class A Certificates (after taking into
      account the distribution of the Class A Principal Distribution Amount on such
      Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
      Certificates (after taking into account the distribution of the Class M-1
      Principal Distribution Amount on such Distribution Date), (iii) the Certificate
      Principal Balance of the Class M-2 Certificates (after taking into account
      the
      distribution of the Class M-2 Principal Distribution Amount on such Distribution
      Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
      (after taking into account the distribution of the Class M-3 Principal
      Distribution Amount on such Distribution Date), (v) the Certificate Principal
      Balance of the Class M-4 Certificates (after taking into account the
      distribution of the Class M-4 Principal Distribution Amount on such Distribution
      Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
      (after taking into account the distribution of the Class M-5 Principal
      Distribution Amount on such Distribution Date), (vii) the Certificate Principal
      Balance of the Class M-6 Certificates (after taking into account the
      distribution of the Class M-6 Principal Distribution Amount on such Distribution
      Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
      (after taking into account the distribution of the Class M-7 Principal
      Distribution Amount on such Distribution Date) and (ix) the Certificate
      Principal Balance of the Class M-8 Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) the applicable
      Subordination Percentage and (ii) the aggregate Stated Principal Balance of
      the
      Mortgage Loans as of the last day of the related Due Period and (B) the excess,
      if any, of the aggregate Stated Principal Balance of the Mortgage Loans as
      of
      the last day of the related Due Period over
      the
      Overcollateralization Floor Amount.

     


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    


    “Class
      M-9 Certificate”:
      Any
      one of the Class M-9 Certificates executed, authenticated and delivered by
      the
      Securities Administrator, substantially in the form annexed hereto as
Exhibit
      A-13
      and
      evidencing (i) a Regular Interest in REMIC II for purposes of the REMIC
      Provisions and (ii) the right to receive payments from the Swap Account to
      the
      extent described herein.

     

    “Class
      M-9 Principal Distribution Amount”:
      With
      respect to any Distribution Date, the excess of (x) the sum of (i) the aggregate
      Certificate Principal Balance of the Class A Certificates (after taking into
      account the distribution of the Class A Principal Distribution Amount on such
      Distribution Date), (ii) the Certificate Principal Balance of the Class M-1
      Certificates (after taking into account the distribution of the Class M-1
      Principal Distribution Amount on such Distribution Date), (iii) the Certificate
      Principal Balance of the Class M-2 Certificates (after taking into account
      the
      distribution of the Class M-2 Principal Distribution Amount on such Distribution
      Date), (iv) the Certificate Principal Balance of the Class M-3 Certificates
      (after taking into account the distribution of the Class M-3 Principal
      Distribution Amount on such Distribution Date), (v) the Certificate Principal
      Balance of the Class M-4 Certificates (after taking into account the
      distribution of the Class M-4 Principal Distribution Amount on such Distribution
      Date), (vi) the Certificate Principal Balance of the Class M-5 Certificates
      (after taking into account the distribution of the Class M-5 Principal
      Distribution Amount on such Distribution Date), (vii) the Certificate Principal
      Balance of the Class M-6 Certificates (after taking into account the
      distribution of the Class M-6 Principal Distribution Amount on such Distribution
      Date), (viii) the Certificate Principal Balance of the Class M-7 Certificates
      (after taking into account the distribution of the Class M-7 Principal
      Distribution Amount on such Distribution Date), (ix) the Certificate Principal
      Balance of the Class M-8 Certificates (after taking into account the
      distribution of the Class M-8 Principal Distribution Amount on such Distribution
      Date) and (x) the Certificate Principal Balance of the Class M-9 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) the applicable Subordination Percentage and (ii) the aggregate
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Due Period and (B) the excess, if any, of the aggregate Stated Principal Balance
      of the Mortgage Loans as of the last day of the related Due Period over
      the
      Overcollateralization Floor Amount. 

     


    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    “Class
      M Principal Distribution Amount”:
      The
      Class M-1 Principal Distribution Amount, the Class M-2 Principal Distribution
      Amount, the Class M-3 Principal Distribution Amount, the Class M-4 Principal
      Distribution Amount, the Class M-5 Principal Distribution Amount, the Class
      M-6
      Principal Distribution Amount, the Class M-7 Principal Distribution Amount,
      the
      Class M-8 Principal Distribution Amount or the Class M-9 Principal Distribution
      Amount, as applicable.

     

    “Class
      P Certificate”:
      Any
      one of the Class P Certificates executed, authenticated and delivered by the
      Securities Administrator, substantially in the form annexed hereto as
Exhibit
      A-17
      and
      evidencing a Regular Interest in REMIC II for purposes of the REMIC
      Provisions.

     

    “Class
      R Certificate”:
      Any
      one of the Class R Certificates executed, authenticated and delivered by the
      Securities Administrator, substantially in the form annexed hereto as
Exhibit
      A-18
      and
Exhibit A-19
      evidencing the ownership of the Class R-I Interest and the Class R-II Interest,
      respectively.

     

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

     

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

     

    “Closing
      Date”:
      July
      12, 2007.

     

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

     

    “Commission”:
      The
      Securities and Exchange Commission.

     

    “Controlling
      Person”
means,
      with respect to any Person, any other Person who “controls” such Person within
      the meaning of the Securities Act.

     

    “Corporate
      Trust Office”:
      The
      principal corporate trust office of (i) the Trustee which office at the date
      of
      execution of this Agreement is located at 452 Fifth Avenue, New York, New York
      10018, Attention: Corporate Trust & Loan Agency, Carrington Mortgage Loan
      Trust, Series 2007-HE1, or at such other address as the Trustee may designate
      from time to time by notice to the Certificateholders, the Depositor, the Master
      Servicer, the Securities Administrator and the Applicable Servicer or (ii)
      the
      Securities Administrator, which for purposes of Certificate transfers and
      surrender is located at Wells Fargo Bank, N.A., Wells Fargo Center, Sixth Street
      and Marquette Avenue, Minneapolis, Minnesota 55479, Attention: Corporate Trust
      Services-Carrington 2007-HE1 and for all other purposes is located at 9062
      Old
      Annapolis Road, Columbia, Maryland 21045, Attention: Client Manager-Carrington
      2007-HE1.

     

    “Corresponding
      Certificate”:
      With
      respect to each REMIC I Regular Interest set forth below, the Regular
      Certificate set forth in the table below:

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    
      	
              REMIC
                I Regular Interest

            	 	
              Certificate

            
	
              I-LTA1

            	 	
              Class
                A-1

            
	
              I-LTA2

            	 	
              Class
                A-2

            
	
              I-LTA3

            	 	
              Class
                A-3

            
	
              I-LTA4

            	 	
              Class
                A-4

            
	
              I-LTM1

            	 	
              Class
                M-1

            
	
              I-LTM2

            	 	
              Class
                M-2

            
	
              I-LTM3

            	 	
              Class
                M-3

            
	
              I-LTM4

            	 	
              Class
                M-4

            
	
              I-LTM5

            	 	
              Class
                M-5

            
	
              I-LTM6

            	 	
              Class
                M-6

            
	
              I-LTM7

            	 	
              Class
                M-7

            
	
              I-LTM8

            	 	
              Class
                M-8

            
	
              I-LTM9

            	 	
              Class
                M-9

            
	
              I-LTP

            	 	
              Class
                P

            
	
              I-CE-2

            	 	
              Class
                CE-2

            


    

     

    “Credit
      Enhancement Percentage”:
      For
      any Distribution Date and for any Class of Certificates, the percentage
      equivalent of a fraction, the numerator of which is the sum of the aggregate
      Certificate Principal Balance of the Classes of Certificates with a lower
      distribution priority than such Class (including the Class CE-1 Certificates),
      calculated after taking into account payments of principal on the Mortgage
      Loans
      and distribution of the Principal Distribution Amount to the Holders of the
      Certificates then entitled to distributions of principal on such Distribution
      Date, and the denominator of which is the aggregate Stated Principal Balance
      of
      the Mortgage Loans as of the last day of the related Due Period (after giving
      effect to scheduled payments of principal due during the related Due Period,
      to
      the extent received or advanced, and Principal Prepayments received during
      the
      related Prepayment Period and any other unscheduled collections of principal
      received during the immediately preceding calendar month).

     

    “Credit
      Support Depletion Date”:
      The
      first Distribution Date on which the Certificate Principal Balances of the
      Mezzanine Certificates and the Class CE-1 Certificates have been reduced to
      zero.

     

    “Custodial
      Agreement”:
      The
      custodial agreement dated as of the Closing Date, among the Master Servicer,
      the
      Interim Servicer, the Servicer, the Trustee and the Custodian providing for
      the
      safekeeping of the Mortgage Files on behalf of the Trustee in accordance with
      this Agreement.

     

    “Custodial
      Account”:
      The
      account or accounts created and maintained, or caused to be created and
      maintained, by the Applicable Servicer pursuant to Section
      3.10(a),
      which
      shall be entitled “[Name of Applicable Servicer], as Applicable Servicer for
      HSBC Bank USA, National Association, in trust for the registered holders of
      Carrington Mortgage Loan Trust, Series 2007-HE1 Asset-Backed Pass-Through
      Certificates.” The Custodial Account must be an Eligible Account.

     

    “Custodian”:
      The
      custodian under the Custodial Agreement, which shall initially be LaSalle Bank
      National Association. 

     


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    “Cut-off
      Date”:
      With
      respect to each Original Mortgage Loan, June 1, 2007. With respect to all
      Qualified Substitute Mortgage Loans, their respective dates of substitution.
      References herein to the “Cut-off Date,” when used with respect to more than one
      Mortgage Loan, shall be to the respective Cut-off Dates for each such Mortgage
      Loan.

     

    “DBRS”:
      Dominion Bond Rating Service, Inc.

     

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

     

    “Defaulting
      Party”:
      As
      defined in the Swap Agreement.

     

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

     

    “Definitive
      Certificates”:
      As
      defined in Section
      6.01(b).

     

    “Deleted
      Mortgage Loan”:
      A
      Mortgage Loan replaced or to be replaced by a Qualified Substitute Mortgage
      Loan.

     

    “Delinquency
      Percentage”:
      As
      of the
      last day of the related Due Period, the percentage equivalent of a fraction,
      the
      numerator
      of
      which is the aggregate unpaid principal balance of the
      Rolling
      Three-Month Delinquency Average of the Mortgage Loans and the denominator of
      which is the aggregate unpaid principal balance of the Mortgage Loans and REO
      Properties as of the last day of the previous calendar month; provided,
      however,
      that
      any Mortgage Loan purchased by the Applicable Servicer pursuant to Section 3.16(c)
      shall
      not be included in either the numerator or the denominator for purposes of
      calculating the Delinquency Percentage.

     

    “Depositor”:
      Stanwich Asset Acceptance Company, L.L.C., a Delaware limited liability company,
      or its successor in interest.

     

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

     

    “Depository
      Institution”:
      Any
      depository institution or trust company, including the Trustee and the
      Securities Administrator, that (a) is incorporated under the laws of the United
      States of America or any State thereof, (b) is subject to supervision and
      examination by federal or state banking authorities and (c) has outstanding
      unsecured commercial paper or other short-term unsecured debt obligations (or,
      in the case of a depository institution that is the principal subsidiary of
      a
      holding company, such holding company has unsecured commercial paper or other
      short-term unsecured debt obligations) that are rated at least P-1 by Moody’s,
      F-1 by Fitch (if rated by Fitch) and A-1+ by S&P.

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    


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

     

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

     

    “EDGAR”:
      As
      defined in Section
      5.06.

     

    “Eligible
      Account”:
      Any of
      (i) an account or accounts maintained with a Depository Institution or
      (ii) a segregated non-interest bearing trust account or accounts maintained
      with the corporate trust department of a federal depository institution or
      state-chartered depository institution subject to regulations regarding
      fiduciary funds on deposit similar to Title 12 of the Code of Federal Regulation
      Section 9.10(b), which, in either case, has corporate trust powers, acting
      in
      its fiduciary capacity.

     

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

     

    “Escrow
      Payments”:
      As
      defined in Section
      3.09.

     

    “Excess
      Overcollateralized Amount”:
      With
      respect to the Class A Certificates and the Mezzanine Certificates and any
      Distribution Date, the excess, if any, of (i) the Overcollateralization Amount
      for such Distribution Date (calculated for this purpose only after assuming
      that
      100% of the Principal Remittance Amount on such Distribution Date has been
      distributed) over (ii) the Overcollateralization Target Amount for such
      Distribution Date.

     

    “Excess
      Servicing Fee”:
      With
      respect to each Mortgage Loan and each calendar month, an amount equal to
      one-twelfth of the product of (i) the Excess Servicing Fee Rate multiplied
      by
      (ii) the same principal balance on which interest on such Mortgage Loan accrues
      for such calendar month.

     

    “Excess
      Servicing Fee Rate”:
      So
      long as Carrington Mortgage Services, LLC is the Applicable Servicer and with
      respect to each Mortgage Loan, 0.200% per annum. At anytime Carrington Mortgage
      Services, LLC is not the Applicable Servicer and with respect to each Mortgage
      Loan, 0.000% per annum.

     

    “Exchange
      Act”:
      As
      defined in Section
      5.06.

     

    “Expense
      Adjusted Mortgage Rate”:
      With
      respect to any Mortgage Loan (or the related REO Property), as of any date
      of
      determination, a per annum rate of interest equal to the then applicable
      Mortgage Rate thereon as of the first day of the related Due Period minus
      the sum
      of (i) the Servicing Fee Rate, (ii) the Excess Servicing Fee Rate and
      (iii) the Master Servicing Fee Rate.

     


    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    


    “Extraordinary
      Trust Fund Expense”:
      Any
      amounts reimbursable to the Trustee, the Master Servicer, the Securities
      Administrator, the Custodian or any director, officer, employee or agent of
      any
      such Person from the Trust Fund pursuant to the terms of this Agreement and
      any
      amounts payable from the Certificate Account in respect of taxes pursuant to
      Section
      11.01(g)(iii)
      and any
      costs of the Trustee for the recording of the Assignments pursuant to
Section
      2.01
      (to the
      extent the Seller is unable to pay such costs).

     

    “Fannie
      Mae”:
      Fannie
      Mae, a federally chartered and privately owned corporation organized and
      existing under the Federal National Mortgage Association Charter Act, or any
      successor thereto.

     

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

     

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

     

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

     

    “Fixed
      Swap Payment”:
      With
      respect to the Business Day prior to any Distribution Date on or prior to the
      Distribution Date in May 2011, an amount equal to the product of (x) a fixed
      rate equal to 5.46% per annum, (y) the Swap Agreement Notional Balance for
      that
      Distribution Date and (z)(i) with respect to the Business Day prior to the
      initial Distribution Date, a fraction, the numerator of which is the number
      of
      days from and including the Closing Date to and including the day preceding
      the
      initial Distribution Date and the denominator of which is 360 (determined on
      a
      30/360 basis) and (ii) with respect to the Business Day prior to each
      Distribution Date thereafter, a fraction, the numerator of which is 30 and
      the
      denominator of which is 360.

     

    “Floating
      Swap Payment”:
      With
      respect to the Business Day prior to any Distribution Date on or prior to the
      Distribution Date in May 2011, an amount equal to the product of (x) Swap LIBOR
      (y) the Swap Agreement Notional Balance for that Distribution Date and (z)
      a
      fraction, the numerator of which is equal to the actual number of days in the
      related calculation period as provided in the Swap Agreement and the denominator
      of which is 360.

     

    “Fixed-Rate
      Mortgage Loan”:
      Each
      of the Mortgage Loans identified on the Mortgage Loan Schedule as having a
      fixed
      Mortgage Rate. 

     

    “Formula
      Rate”:
      For
      any Distribution Date and the Class A Certificates and the Mezzanine
      Certificates, One-Month LIBOR plus
      the
      related Margin.

     


    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    


    “Freddie
      Mac”:
      Freddie Mac, a corporate instrumentality of the United States created and
      existing under Title III of the Emergency Home Finance Act of 1970, as amended,
      or any successor thereto.

     

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

     

    “Highest
      Priority”:
      As of
      any date of determination, the Class of Mezzanine Certificates then outstanding
      with a Certificate Principal Balance greater than zero, with the highest
      priority for payments pursuant to Section
      5.01,
      in the
      following order: Class M-1, Class M-2, Class M-3, Class M-4, Class M-5,
      Class M-6, Class M-7, Class M-8 and Class M-9 Certificates.

     

    “Indenture”:
      An
      indenture relating to the issuance of notes secured by the Class CE-1
      Certificates, the Class P Certificates and/or the Class R Certificates (or
      any
      portion thereof).

     

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

     

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

     


    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    


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

     

    “Insurance
      Proceeds”:
      Proceeds of any title policy, hazard policy or other insurance policy covering
      a
      Mortgage Loan, to the extent such proceeds are not to be applied to the
      restoration of the related Mortgaged Property or released to the Mortgagor
      in
      accordance with the procedures that the Applicable Servicer would follow in
      servicing mortgage loans held for its own account, other than proceeds that
      represent reimbursement of the Applicable Servicer’s costs and expenses incurred
      in connection with presenting claims under the related insurance policies and
      exclusive of Subsequent Recoveries, subject to the terms and conditions of
      the
      related Mortgage Note and Mortgage.

     

    “Insurer”:
      The
      insurer or guarantor under any mortgage insurance or guaranty policy, including
      any private mortgage insurer.

     

    “Interest
      Accrual Period”:
      With
      respect to any Distribution Date and the Class A Certificates and the Mezzanine
      Certificates, the period commencing on the Distribution Date of the month
      immediately preceding the month in which such Distribution Date occurs (or,
      in
      the case of the first Distribution Date, commencing on the Closing Date) and
      ending on the day preceding such Distribution Date. With respect to any
      Distribution Date and the Class CE-1 and Class CE-2 Certificates and the REMIC
      I
      Regular Interests, the one-month period ending on the last day of the calendar
      month preceding the month in which such Distribution Date occurs.

     

    “Interest
      Carry Forward Amount”:
      With
      respect to any Distribution Date and the Class A Certificates or the Mezzanine
      Certificates, the sum of (i) the amount, if any, by which (a) the Interest
      Distribution Amount for such Class of Certificates as of the immediately
      preceding Distribution Date exceeded (b) the actual amount distributed on such
      Class of Certificates in respect of interest on such immediately preceding
      Distribution Date, (ii) the amount of any Interest Carry Forward Amount for
      such
      Class of Certificates remaining unpaid from previous Distribution Dates and
      (iii) accrued interest on the sum of (i) and (ii) above calculated at the
      related Pass-Through Rate for the most recently ended Interest Accrual
      Period.

     

    “Interest
      Determination Date”:
      With
      respect to the Class A Certificates, the Mezzanine Certificates, REMIC I Regular
      Interest I-LTA1, REMIC I Regular Interest I-LTA2, REMIC I Regular Interest
      I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I Regular Interest I-LTM1, REMIC
      I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular
      Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest
      I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC
      I Regular Interest I-LTM9, REMIC I Regular Interest I-LTZZ, REMIC I Regular
      Interest I-CE-2 and any Interest Accrual Period therefor, the second London
      Business Day preceding the commencement of such Interest Accrual
      Period.

     


    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    


    “Interest
      Distribution Amount”:
      With
      respect to any Distribution Date and the Class A Certificates, the Mezzanine
      Certificates, the Class CE-1 Certificates and the Class CE-2 Certificates,
      the
      aggregate Accrued Certificate Interest on the Certificates of such Class for
      such Distribution Date.

     

    “Interest
      Remittance Amount”:
      For
      any Distribution Date, the excess, if any, of (i) that portion of the Available
      Distribution Amount (without giving effect to any Net Swap Payment owed to
      the
      Swap Counterparty or any Swap Termination Payment owed to the Swap Counterparty
      not due to a Swap Counterparty Trigger Event) for that Distribution Date that
      represents interest received or advanced on the Mortgage Loans over
      (ii) any Net Swap Payment owed to the Swap Counterparty or Swap Termination
      Payment not due to a Swap Counterparty Trigger Event owed to the Swap
      Counterparty.

     

    “Interim
      Servicer”:
      EMC
      Mortgage Corporation, a Delaware corporation, in its capacity as Applicable
      Servicer hereunder.

     

    “Interim
      Servicing Transfer Date”:
      The
      later to occur of (i) November 1, 2007 and (ii) the Servicer Qualification
      Date;
provided,
      however
      that if
      the Servicer Qualification Date has not occurred on or before February 1, 2008,
      then the Interim Servicing Transfer Date shall be February 1, 2008.

     

    “Investment
      Account”:
      As
      defined in Section
      3.12.

     

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

     

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

     

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

     


    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    


    “Loan-to-Value
      Ratio”:
      As of
      any date of determination, the fraction, expressed as a percentage, the
      numerator of which is the principal balance of the related Mortgage Loan at
      such
      date and the denominator of which is the Value of the related Mortgaged
      Property.

     

    “London
      Business Day”:
      Any
      day on which banks in the cities of London and New York are open and conducting
      transactions in United States dollars.

     

    “Margin”:
      With
      respect to each class of the Class A Certificates and Mezzanine Certificates
      and, for purposes of the Marker Rate and the Maximum I-LTZZ Uncertificated
      Interest Deferral Amount, the specified REMIC I Regular Interest, as
      follows:

     

    
      	
              Class

            	 	
              REMIC
                I Regular Interest

            	 	
              Margin

            
	 	 	 	 	
              (1)
                (%)

            	 	
              (2)
                (%)

            
	
              A-1

            	 	
              I-LTA1

            	 	
              0.100%

            	 	
              0.200%

            
	
              A-2

            	 	
              I-LTA2

            	 	
              0.150%

            	 	
              0.300%

            
	
              A-3

            	 	
              I-LTA3

            	 	
              0.190%

            	 	
              0.380%

            
	
              A-4

            	 	
              I-LTA4

            	 	
              0.290%

            	 	
              0.580%

            
	
              M-1

            	 	
              I-LTM1

            	 	
              0.290%

            	 	
              0.435%

            
	
              M-2

            	 	
              I-LTM2

            	 	
              0.300%

            	 	
              0.450%

            
	
              M-3

            	 	
              I-LTM3

            	 	
              0.330%

            	 	
              0.495%

            
	
              M-4

            	 	
              I-LTM4

            	 	
              0.750%

            	 	
              1.125%

            
	
              M-5

            	 	
              I-LTM5

            	 	
              0.950%

            	 	
              1.425%

            
	
              M-6

            	 	
              I-LTM6

            	 	
              1.400%

            	 	
              2.100%

            
	
              M-7

            	 	
              I-LTM7

            	 	
              2.500%

            	 	
              3.750%

            
	
              M-8

            	 	
              I-LTM8

            	 	
              2.500%

            	 	
              3.750%

            
	
              M-9

            	 	
              I-LTM9

            	 	
              2.500%

            	 	
              3.750%

            


    

    __________

    (1) For
      each
      Interest Accrual Period for each Distribution Date on or prior to the Optional
      Termination Date.

    (2)
      For each
      Interest Accrual Period thereafter.

     

    “Marker
      Rate”:
      With
      respect to the Class CE-1 Certificates or the REMIC II Regular Interest CE-IO
      and any Distribution Date, a per annum rate equal to two (2) multiplied by
      the
      weighted average of the REMIC I Remittance Rates for the REMIC I Regular
      Interests (other than REMIC I Regular Interest I-LTP, REMIC I Regular Interest
      I-LTAA and REMIC I Regular Interest I-CE-2), with the rate on each such REMIC
      I
      Regular Interest (other than REMIC I Regular Interest I-LTZZ) subject to a
      cap
      equal to the Pass-Through Rate for the related Corresponding Certificate and
      with the rate on REMIC I Regular Interest I-LTZZ subject to a cap of zero,
      in
      each case for purposes of this calculation; provided,
      however,
      each
      cap shall be multiplied by a fraction, the numerator of which is the actual
      number of days elapsed in the related Interest Accrual Period and the
      denominator of which is 30.

     

    “Master
      Servicer”:
      As of
      the Closing Date, Wells Fargo, and thereafter, any successor in interest who
      meets the qualifications of this Agreement and any successor appointed
      hereunder.

     

    “Master
      Servicer Disclosure Information”:
      As
      defined in Section
      14.05.

     

    “Master
      Servicer Fee”:
      The
      amount payable to the Master Servicer on each Distribution Date pursuant to
      Section 4.13 as compensation for all services rendered by it in execution of
      the
      trust hereby created and in the exercise and performance of any powers and
      duties of the Master Servicer hereunder, which amount shall equal the Master
      Servicer Fee Rate accrued for one month on the aggregate Stated Principal
      Balance of the Mortgage Loans and any REO Properties as of the first day of
      the
      related Due Period (or, in the case of the initial Distribution Date, as of
      the
      Cut-off Date), calculated on the basis of a 360 day year consisting of twelve
      30
      day months.

     


    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    


    “Master
      Servicer Fee Rate”:
      0.0185% per annum

     

    “Master
      Servicing Officer”:
      Any
      officer of the Master Servicer involved in, or responsible for, the
      administration and master servicing of Mortgage Loans.

     

    “Maximum
      I-LTZZ Uncertificated Interest Deferral Amount”:
      With
      respect to any Distribution Date, the excess of (i) accrued interest at the
      REMIC I Remittance Rate applicable to REMIC I Regular Interest I-LTZZ for such
      Distribution Date on a balance equal to the Uncertificated Balance of REMIC
      I
      Regular Interest I-LTZZ minus
      the
      REMIC I Overcollateralized Amount, in each case for such Distribution Date,
      over
      (ii) Uncertificated Interest on REMIC I Regular Interest I-LTA1, REMIC I
      Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular
      Interest I-LTA4, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
      I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC
      I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular
      Interest I-LTM7, REMIC I Regular Interest I-LTM8 and REMIC I Regular Interest
      I-LTM9 for such Distribution Date, with the rate on each such REMIC I Regular
      Interest subject to a cap equal to the lesser of (i) One-Month LIBOR
plus
      the
      related Margin for the related Corresponding Certificate and (ii) the Net
      WAC Pass-Through Rate for the related Corresponding Certificate; provided,
      however,
      each
      cap shall be multiplied by a fraction, the numerator of which is the actual
      number of days elapsed in the related Interest Accrual Period and the
      denominator of which is 30.

     

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

     

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

     

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

     

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

     

    “Mezzanine
      Certificates”:
      Collectively, the Class M-1 Certificates, the Class M-2 Certificates, the Class
      M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates, the
      Class M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates
      and the Class M-9 Certificates.

     

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

     

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

     


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    


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

     

    “Monthly
      Payment”:
      With
      respect to any Mortgage Loan, the scheduled monthly payment of principal and
      interest on such Mortgage Loan which is payable by the related Mortgagor from
      time to time under the related Mortgage Note, determined: (a) after giving
      effect to (i) any Deficient Valuation and/or Debt Service Reduction with respect
      to such Mortgage Loan and (ii) any reduction in the amount of interest
      collectible from the related Mortgagor pursuant to the Relief Act and (b) on
      the
      assumption that all other amounts, if any, due under such Mortgage Loan are
      paid
      when due.

     

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

     

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

     

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

     

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

     

    “Mortgage
      Loan Purchase Agreement”:
      The
      agreement among the Seller, the Responsible Party and the Depositor, regarding
      the sale of the Mortgage Loans by the Seller to the Depositor, substantially
      in
      the form of Exhibit
      D
      annexed
      hereto.

     

    “Mortgage
      Loan Schedule”:
      As of
      any date, the list of Mortgage Loans included in REMIC I on such date, attached
      hereto as Schedule
      1.
      The
      Mortgage Loan Schedule shall set forth the following information with respect
      to
      each Mortgage Loan:

     

    (i) the
      Mortgage Loan identifying number;

     

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

     

    (iii) a
      code
      indicating whether the Mortgaged Property is owner-occupied;

     

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

     

    (v) the
      original months to maturity;

     

    (vi) the
      original date of the Mortgage Loan and the remaining months to maturity from
      the
      Cut-off Date, based on the original amortization schedule;

     


    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    


    (vii) with
      respect to each Mortgage Loan secured by a first lien, the Loan-to-Value Ratio
      at origination;

     

    (viii) with
      respect to each Mortgage Loan secured by a second lien, the combined
      Loan-to-Value Ratio at origination;

     

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

     

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

     

    (xi) the
      stated maturity date;

     

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

     

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

     

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

     

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

     

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

     

    (xvii) with
      respect to each Adjustable-Rate Mortgage Loan, the Adjustment Dates, the Gross
      Margin, the Maximum Mortgage Rate, the Minimum Mortgage Rate, the Periodic
      Rate
      Cap, the maximum first Adjustment Date Mortgage Rate adjustment, the first
      Adjustment Date immediately following the origination date and the rounding
      code
      (i.e., nearest 0.125%, next highest 0.125%);

     

    (xviii) a
      code
      indicating the purpose of the Mortgage Loan (i.e., purchase financing, Rate/Term
      Refinancing, Cash-Out Refinancing);

     

    (xix) the
      Mortgage Rate at origination;

     

    (xx) the
      date
      on which the first Monthly Payment was due on the Mortgage Loan and, if such
      date is not consistent with the Due Date currently in effect, such Due
      Date;

     

    (xxi) a
      code
      indicating whether the Mortgage Loan is an Adjustable Rate Mortgage Loan or
      a
      Fixed Rate Mortgage Loan;

     

    (xxii) a
      code
      indicating the documentation program (i.e., Full Documentation, Limited
      Documentation, Stated Income Documentation);

     

    (xxiii) the
      risk
      grade;

     


    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    


    (xxiv) the
      Value
      of the Mortgaged Property;

     

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

     

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

     

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

     

    (xxviii) the
      product type (e.g., 2/28, 15 year fixed, 30 year fixed, 15/30 balloon,
      etc.);

     

    (xxix) the
      program code; 

     

    (xxx) the
      total
      amount of points and fees charged such Mortgage Loan;

     

    (xxxi) the
      mortgagor’s debt to income ratio; 

     

    (xxxii) a
      code
      indicating whether the Mortgaged Property is subject to a first lien or a second
      lien; 

     

    (xxxiii) a
      code
      indicating the credit score of the mortgagor at the time of origination of
      the
      Mortgage Loan; 

     

    (xxxiv) the
      Mortgage Loan’s payment history; 

     

    (xxxv) a
      code
      indicating the type of appraisal (i.e. checklist, drive-by, desk, full, etc.);
      

     

    (xxxvi) a
      code
      indicating if the Mortgage Loan is an interest-only Mortgage Loan (and if for
      any Mortgage Loan the term is other than 5 years, a code indicating the term
      of
      the interest-only period of such Mortgage Loan); 

     

    (xxxvii) the
      mortgagor’s income at origination; 

     

    (xxxviii) the
      amortized original term to maturity as of the Cut-off Date; 

     

    (xxxix) with
      respect to each Adjustable Rate Mortgage Loan, a code indicating the frequency
      of adjustment of the related Mortgage Rate; 

     

    (xl) the
      number of units in the related Mortgaged Property; 

     

    (xli) a
      code
      indicating whether the related Mortgagor is self-employed; and 

     

    (xlii) a
      code
      indicating the credit grade.

     

    The
      Mortgage Loan Schedule shall set forth the following information with respect
      to
      the Mortgage Loans in the aggregate as of the Cut-off Date:

     


    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    


    
      	 	
              (1)

            	
              the
                number of Mortgage Loans;

            


    

     

    
      	 	
              (2)

            	
              the
                current Stated Principal Balance of the Mortgage
                Loans;

            


    

     

    
      	 	
              (3)

            	
              the
                weighted average Mortgage Rate of the Mortgage
                Loans;

            


    

     

    
      	 	
              (4)

            	
              weighted
                average maturity of the Mortgage Loans;
                and

            


    

     

    
      	 	
              (5)

            	
              the
                delinquency status as of the Cut off
                Date.

            


    

     

    The
      Mortgage Loan Schedule shall be amended from time to time by the Depositor
      in
      accordance with the provisions of this Agreement. With respect to any Qualified
      Substitute Mortgage Loan, the Cut-off Date shall refer to the related Cut-off
      Date for such Mortgage Loan, determined in accordance with the definition of
      Cut-off Date herein.

     

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

     

    “Mortgage
      Pool”:
      The
      pool of Mortgage Loans, identified on Schedule 1 and existing from time to
      time
      thereafter, and any REO Properties acquired in respect thereof.

     

    “Mortgage
      Rate”:
      With
      respect to each Mortgage Loan, the annual rate at which interest accrues on
      such
      Mortgage Loan from time to time in accordance with the provisions of the related
      Mortgage Note, which rate (i) with respect to each Fixed-Rate Mortgage Loan
      shall remain constant at the rate set forth in the Mortgage Loan Schedule as
      the
      Mortgage Rate in effect immediately following the Cut-off Date and (ii) with
      respect to the Adjustable-Rate Mortgage Loans, (A) as of any date of
      determination until the first Adjustment Date following the Cut-off Date shall
      be the rate set forth in the Mortgage Loan Schedule as the Mortgage Rate in
      effect immediately following the Cut-off Date and (B) as of any date of
      determination thereafter shall be the rate as adjusted on the most recent
      Adjustment Date equal to the sum, rounded as provided in the Mortgage Note,
      of
      the Index, as most recently available as of a date prior to the Adjustment
      Date
      as set forth in the related Mortgage Note, plus
      the
      related Gross Margin; provided that the Mortgage Rate on such Adjustable-Rate
      Mortgage Loan on any Adjustment Date shall never be more than the lesser of
      (i)
      the sum of the Mortgage Rate in effect immediately prior to the Adjustment
      Date
plus
      the
      related Periodic Rate Cap, if any, and (ii) the related Maximum Mortgage Rate,
      and shall never be less than the greater of (i) the Mortgage Rate in effect
      immediately prior to the Adjustment Date less the Periodic Rate Cap, if any,
      and
      (ii) the related Minimum Mortgage Rate. With respect to each Mortgage Loan
      that
      becomes an REO Property, as of any date of determination, the annual rate
      determined in accordance with the immediately preceding sentence as of the
      date
      such Mortgage Loan became an REO Property.

     

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

     

    “Mortgagor”:
      The
      obligor on a Mortgage Note.

     


    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    


    “Net
      Monthly Excess Cashflow”:
      With
      respect to any Distribution Date, the sum of (i) any Overcollateralization
      Reduction Amount and (ii) the excess of (x) the Available Distribution Amount
      for such Distribution Date over (y) the sum for such Distribution Date of
      (A) the Senior Interest Distribution Amount distributable to the holders of
      the Class A Certificates, (B) the Interest Distribution Amount distributable
      to
      the holders of the Mezzanine Certificates and (C) the Principal Remittance
      Amount.

     

    “Net
      Swap Payment”:
      With
      respect to each Distribution Date, the net payment required to be made on the
      Business Day prior to such Distribution Date pursuant to the terms of the Swap
      Agreement by either the Swap Counterparty or the Securities Administrator,
      on
      behalf of the Trust, which net payment shall not take into account any Swap
      Termination Payment.

     

    “Net
      WAC Pass-Through Rate”:
      With
      respect to the Class A Certificates and the Mezzanine Certificates and any
      Distribution Date, a per annum rate (which will not be less than zero) equal
      to
      the excess, if any, of (a) the product of (i) a per annum rate equal to the
      weighted average of the Expense Adjusted Mortgage Rates on the then outstanding
      Mortgage Loans, weighted on the basis of the respective Stated Principal
      Balances of the Mortgage Loans as of the first day of the related Due Period
      and
      (ii) a fraction expressed as a percentage, the numerator of which is 30 and
      the
      denominator of which is the actual number of days in the related Interest
      Accrual Period, over (b) the product of (i) a fraction expressed as a percentage
      the numerator of which is the amount of any Net Swap Payments owed to the Swap
      Counterparty or Swap Termination Payment owed to the Swap Counterparty not
      due
      to a Swap Counterparty Trigger Event, and the denominator of which is equal
      to
      the Stated Principal Balance of the outstanding Mortgage Loans as of the first
      day of the related Due Period and (ii) a fraction expressed as a
      percentage, the numerator of which is 360 and the denominator of which is the
      actual number of days in the related Interest Accrual Period. For federal income
      tax purposes, however, such rate shall be expressed as a per annum rate equal
      to
      the weighted average of the REMIC I Remittance Rates on the REMIC I Regular
      Interests (other than REMIC I Regular Interest I-CE-2), weighted on the basis
      of
      the Uncertificated Balance of each such REMIC I Regular Interest.

     

    “Net
      WAC Rate Carryover Amount”:
      With
      respect to any Class of the Class A Certificates and the Mezzanine Certificates
      and any Distribution Date, the sum of (A) the positive excess of (i) the amount
      of interest that would have accrued on such Class of Certificates for such
      Distribution Date had the Pass-Through Rate been calculated at the related
      Formula Rate (not to exceed 14.50% per annum) over (ii) the amount of interest
      that accrued on such Class of Certificates at the Net WAC Pass-Through Rate
      for
      such Distribution Date and (B) the undistributed portion of any related Net
      WAC
      Rate Carryover Amount from prior Distribution Dates, together with interest
      accrued on such undistributed portion for the most recently ended Interest
      Accrual Period at the Formula Rate (not to exceed 14.50% per annum) applicable
      for such Class of Certificates for such Interest Accrual Period.

     

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

     


    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

    “Notional
      Amount”:
      With
      respect to the Class CE-1 Certificates and any Distribution Date, the aggregate
      Uncertificated Balance of the REMIC I Regular Interests (other than REMIC I
      Regular Interest I-LTP) for such Distribution Date, and with respect to the
      Class CE-2 Certificates and any Distribution Date, the Notional Amount of REMIC
      I Regular Interest I-CE-2. The Notional Amount of REMIC I Regular Interest
      I-CE-2 for any Distribution Date shall be equal to the sum of the aggregate
      outstanding principal balance of the Mortgage Loans serviced by Carrington
      Mortgage Services, LLC pursuant to the terms of this Agreement for such
      Distribution Date.

     

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

     

    “One-Month
      LIBOR”:
      With
      respect to the Class A Certificates, the Mezzanine Certificates and for purposes
      of the Marker Rate and Maximum I-LTZZ Uncertificated Interest Deferral Amount,
      REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2, REMIC I
      Regular Interest I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I Regular
      Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
      I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC
      I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular
      Interest I-LTM8 and REMIC I Regular Interest I-LTM9 and any Interest Accrual
      Period therefor, the rate determined by the Securities Administrator on the
      related Interest Determination Date on the basis of the offered rate for
      one-month U.S. dollar deposits, as such rate appears on the Reuters Screen
      LIBOR01 page as of 11:00 a.m. (London time) on such Interest Determination
      Date;
      provided that if such rate does not appear on the Reuters Screen LIBOR01 page,
      the rate for such date will be determined on the basis of the offered rates
      of
      the Reference Banks for one-month U.S. dollar deposits, as of 11:00 a.m. (London
      time) on such Interest Determination Date. In such event, the Securities
      Administrator will request the principal London office of each of the Reference
      Banks to provide a quotation of its rate. If on such Interest Determination
      Date, two or more Reference Banks provide such offered quotations, One-Month
      LIBOR for the related Interest Accrual Period shall be the arithmetic mean
      of
      such offered quotations (rounded upwards if necessary to the nearest whole
      multiple of 1/16%). If on such Interest Determination Date, fewer than two
      Reference Banks provide such offered quotations, One-Month LIBOR for the related
      Interest Accrual Period shall be the higher of (i) LIBOR as determined on
      the previous Interest Determination Date and (ii) the Reserve Interest Rate.
      Notwithstanding the foregoing, if, under the priorities described above, LIBOR
      for an Interest Determination Date would be based on LIBOR for the previous
      Interest Determination Date for the third consecutive Interest Determination
      Date, the Securities Administrator, after consultation with the Depositor,
      shall
      select an alternative comparable index (over which the Securities Administrator
      has no control), used for determining one-month Eurodollar lending rates that
      is
      calculated and published (or otherwise made available) by an independent party.
      The establishment of One-Month LIBOR by the Securities Administrator and the
      Securities Administrator’s subsequent calculation of the interest rates
      applicable to the Certificates for the relevant Interest Accrual Period, in
      the
      absence of manifest error, shall be final and binding.

     


    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    


    “Opinion
      of Counsel”:
      A
      written opinion of counsel, who may, without limitation, be salaried counsel
      for
      the Depositor, the Master Servicer, the Securities Administrator or the
      Applicable Servicer, acceptable to the Trustee (if such opinion is delivered
      to
      the Trustee) and to the Securities Administrator, except that any opinion of
      counsel relating to (a) the qualification of any Trust REMIC as a REMIC or
      (b)
      compliance with the REMIC Provisions must be an opinion of Independent
      counsel.

     

    “Original
      Mortgage Loan”:
      Any of
      the Mortgage Loans included in REMIC I as of the Closing Date.

     

    “Overcollateralization
      Amount”:
      With
      respect to any Distribution Date, the excess, if any, of (a) the aggregate
      Stated Principal Balances of the Mortgage Loans and REO Properties as of the
      last day of the related Due Period over (b) the sum of the aggregate Certificate
      Principal Balance of the Class A Certificates, the Mezzanine Certificates and
      the Class P Certificates, after giving effect to distributions to be made on
      such Distribution Date.

     

    “Overcollateralization
      Deficiency Amount”:
      With
      respect to any Distribution Date, the excess, if any, of (a) the
      Overcollateralization Target Amount applicable to such Distribution Date over
      (b) the Overcollateralization Amount applicable to such Distribution Date
      (calculated for this purpose only after assuming that 100% of the Principal
      Remittance Amount on such Distribution Date has been distributed).

     

    “Overcollateralization
      Floor Amount”:
      With
      respect to any Distribution Date, the amount equal to 0.50% of the aggregate
      Stated Principal Balance of the Mortgage Loans as of the Cut-off
      Date.

     

    “Overcollateralization
      Increase Amount”:
      With
      respect to any Distribution Date, the lesser of (a) the Overcollateralization
      Deficiency Amount as of such Distribution Date (calculated for this purpose
      only
      after assuming that 100% of the Principal Remittance Amount on such Distribution
      Date has been distributed) and (b) the sum of (i) the Net Monthly Excess
      Cash Flow for such Distribution Date and (ii) payments made by the Swap
      Counterparty and available for distribution pursuant to Section 5.07(a)(G).

     


    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    


    “Overcollateralization
      Reduction Amount”:
      With
      respect to any Distribution Date, an amount equal to the lesser of (a) the
      Principal Remittance Amount on such Distribution Date and (b) the Excess
      Overcollateralized Amount.

     

    “Overcollateralization
      Target Amount”:
      With
      respect to any Distribution Date, (i) prior to the Stepdown Date, an amount
      equal to 5.75% of the aggregate outstanding Stated Principal Balance of the
      Mortgage Loans as of the Cut-off Date, (ii) on or after the Stepdown Date
      provided a Trigger Event is not in effect, the greater of (x) 11.50% of the
      then current aggregate outstanding Stated Principal Balance of the Mortgage
      Loans as of the last day of the related Due Period and (y) the
      Overcollateralization Floor Amount, or (iii) on or after the Stepdown Date
      and
      if a Trigger Event is in effect, the Overcollateralization Target Amount for
      the
      immediately preceding Distribution Date. Notwithstanding the foregoing, on
      and
      after any Distribution Date following the reduction of the aggregate Certificate
      Principal Balance of the Class A Certificates, the Mezzanine Certificates and
      the Class P Certificates to zero, the Overcollateralization Target Amount
      shall be zero.

     

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

     

    “Pass-Through
      Rate”:
      With
      respect to the Class A Certificates and the Mezzanine Certificates and any
      Distribution Date, the least of (x) the related Formula Rate for such
      Distribution Date, (y) the Net WAC Pass-Through Rate for such Distribution
      Date
      and (z) 14.50% per annum. With respect to the Class CE-1 Certificates and any
      Distribution Date, (i) a per annum rate equal to the percentage equivalent
      of a
      fraction, the numerator of which is (x) the interest on the Uncertificated
      Balance of each REMIC I Regular Interest described in clause
      (y)
      below
      computed at a rate equal to the related REMIC I Remittance Rate minus
      the
      Marker Rate and the denominator of which is (y) the aggregate Uncertificated
      Balance of REMIC I Regular Interest I-LTAA, I-LTA1, I-LTA2, I-LTA3, I-LTA4,
      I-LTM1, I-LTM2, I-LTM3, I-LTM4, I-LTM5, I-LTM6, I-LTM7, I-LTM8, I-LTM9, and
      I-LTZZ and (ii) 100% of the interest on REMIC I Regular Interest I-LTP,
      expressed as a per annum rate. With respect to the Class CE-2 Certificates
      and
      any Distribution Date (i) so long as Carrington Mortgage Services, LLC is
      the Applicable Servicer, 0.200% per annum and (ii) at any time Carrington
      Mortgage Services, LLC is not the Applicable Servicer, 0.000% per annum. For
      federal income tax purposes, however, the Class CE-2 Certficate Pass-Through
      Rate equals 100% of the interest amount to which REMIC I Regular Interest I-CE-2
      is entitled.

     

    “Percentage
      Interest”:
      With
      respect to any Class of Certificates (other than the Residual Certificates
      and
      the Class CE-2 Certificates), the undivided percentage ownership in such Class
      evidenced by such Certificate, expressed as a percentage, the numerator of
      which
      is the initial Certificate Principal Balance or Notional Amount represented
      by
      such Certificate and the denominator of which is the aggregate initial
      Certificate Principal Balance or initial Notional Amount of all of the
      Certificates of such Class. The Class A Certificates and the Class M-1
      Certificates are issuable only in minimum Percentage Interests corresponding
      to
      minimum initial Certificate Principal Balances of $100,000 and integral
      multiples of $1.00 in excess thereof. The Mezzanine Certificates (other than
      the
      Class M-1 Certificates) are issuable only in minimum Percentage Interests
      corresponding to minimum initial Certificate Principal Balances of $250,000
      and
      integral multiples of $1 in excess thereof. The Class P Certificates are
      issuable only in Percentage Interests corresponding to initial Certificate
      Principal Balances of $20 and integral multiples thereof. The Class CE-1
      Certificates are issuable only in minimum Percentage Interests corresponding
      to
      minimum initial Certificate Principal Balances of $100,000 and integral
      multiples of $1.00 in excess thereof; provided,
      however,
      that a
      single Certificate of each such Class of Certificates may be issued having
      a
      Percentage Interest corresponding to the remainder of the aggregate initial
      Certificate Principal Balance or Notional Amount of such Class or to an
      otherwise authorized denomination for such Class plus
      such
      remainder. With respect to any Residual Certificate or Class CE-2 Certificate,
      the undivided percentage ownership in such Class evidenced by such Certificate,
      as set forth on the face of such Certificate. The Residual Certificates and
      the
      Class CE-2 Certificates are issuable in Percentage Interests of 20% and
      multiples thereof.

     


    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    


    “Perfection
      Representations”:
      The
      representations, warranties and covenants set forth in Schedule 3 attached
      hereto.

     

    “Periodic
      Rate Cap”:
      With
      respect to each Adjustable-Rate Mortgage Loan and any Adjustment Date therefor,
      the fixed percentage set forth in the related Mortgage Note, which is the
      maximum amount by which the Mortgage Rate for such Mortgage Loan may increase
      or
      decrease (without regard to the Maximum Mortgage Rate or the Minimum Mortgage
      Rate) on such Adjustment Date from the Mortgage Rate in effect immediately
      prior
      to such Adjustment Date; provided,
      however,
      that
      the Periodic Rate Cap for the first Adjustment Date for each Adjustable Rate
      Mortgage Loan shall be subject to adjustment by the Applicable Servicer pursuant
      to Section 3.07.

     

    “Permitted
      Investments”:
      Any
      one or more of the following obligations or securities acquired at a purchase
      price of not greater than par, regardless of whether issued or managed by the
      Depositor, the Applicable Servicer, the Trustee, the Securities Administrator
      or
      any of their respective Affiliates:

     

    (i) obligations
      of the United States or any agency or instrumentality thereof, provided such
      obligations are backed by the full faith and credit of the United
      States;

     

    (ii) general
      obligations of or obligations guaranteed by any state of the United States
      or
      the District of Columbia receiving the highest long-term debt rating of each
      Rating Agency, or such lower rating as will not result in the downgrading or
      withdrawal of the ratings then assigned to the Certificates by each Rating
      Agency, as evidenced in writing;

     

    (iii) commercial
      or finance company paper which is then receiving the highest commercial or
      finance company paper rating of each Rating Agency, or such lower rating as
      will
      not result in the downgrading or withdrawal of the ratings then assigned to
      the
      Certificates by each Rating Agency, as evidenced in writing; 

     


    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    


    (iv) certificates
      of deposit, demand or time deposits, or bankers’ acceptances issued by any
      depository institution or trust company incorporated under the laws of the
      United States or of any state thereof and subject to supervision and examination
      by federal and/or state banking authorities (including the Trustee in its
      commercial banking capacity), provided that the commercial paper and/or long
      term unsecured debt obligations of such depository institution or trust company
      are then rated one of the two highest long-term and the highest short-term
      ratings of each such Rating Agency for such securities, or such lower ratings
      as
      will not result in the downgrading or withdrawal of the rating then assigned
      to
      the Certificates by any Rating Agency, as evidenced in writing; 

     

    (v) guaranteed
      reinvestment agreements issued by any bank, insurance company or other
      corporation containing, at the time of the issuance of such agreements, such
      terms and conditions as will not result in the downgrading or withdrawal of
      the
      rating then assigned to the Certificates by each Rating Agency, as evidenced
      in
      writing;

     

    (vi) repurchase
      obligations with respect to any security described in clauses
      (i) 
      and
(ii)
      above,
      in either case entered into with a Depository Institution or trust company
      (acting as principal) described in clause
      (v)
      above;

     

    (vii) securities
      (other than stripped bonds, stripped coupons or instruments sold at a purchase
      price in excess of 115% of the face amount thereof) bearing interest or sold
      at
      a discount issued by any corporation incorporated under the laws of the United
      States or any state thereof which, at the time of such investment, have one
      of
      the two highest short term ratings of each Rating Agency (except if the Rating
      Agency is Moody’s, such rating shall be the highest commercial paper rating of
      Moody’s for any such securities), or such lower rating as will not result in the
      downgrading or withdrawal of the rating then assigned to the Certificates by
      each Rating Agency, as evidenced by a signed writing delivered by each Rating
      Agency; 

     

    (viii) interests
      in any money market fund (including any such fund managed or advised by the
      Trustee or the Securities Administrator or any affiliate thereof) which at
      the
      date of acquisition of the interests in such fund and throughout the time such
      interests are held in such fund has the highest applicable short term rating
      by
      each Rating Agency that provides a rating for such fund or such lower rating
      as
      will not result in the downgrading or withdrawal of the ratings then assigned
      to
      the Certificates by each Rating Agency, as evidenced in writing; 

     

    (ix) short
      term investment funds sponsored by any trust company or banking association
      incorporated under the laws of the United States or any state thereof (including
      any such fund managed or advised by the Trustee or the Securities Administrator
      or the Applicable Servicer or any affiliate thereof) which on the date of
      acquisition has been rated by each Rating Agency in their respective highest
      applicable rating category or such lower rating as will not result in the
      downgrading or withdrawal of the ratings then assigned to the Certificates
      by
      each Rating Agency, as evidenced in writing; and 

     


    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    


    (x) such
      other investments having a specified stated maturity and bearing interest or
      sold at a discount acceptable to each Rating Agency and as will not result
      in
      the downgrading or withdrawal of the rating then assigned to the Certificates
      by
      any Rating Agency, as evidenced by a signed writing delivered by each Rating
      Agency; 

     

    provided,
      that no
      such instrument shall be a Permitted Investment if such instrument (i) evidences
      the right to receive interest only payments with respect to the obligations
      underlying such instrument, (ii) is purchased at a premium or (iii) is purchased
      at a deep discount; provided further that no such instrument shall be a
      Permitted Investment (A) if such instrument evidences principal and interest
      payments derived from obligations underlying such instrument and the interest
      payments with respect to such instrument provide a yield to maturity of greater
      than 120% of the yield to maturity at par of such underlying obligations, or
      (B)
      if it may be redeemed at a price below the purchase price (the foregoing clause
      (B) not to apply to investments in units of money market funds pursuant to
      clause (viii) above); provided further that no amount beneficially owned by
      any
      REMIC may be invested in investments (other than money market funds) treated
      as
      equity interests for federal income tax purposes or that earn a return other
      than a return in the nature of interest (within the meaning of U.S. Treasury
      Regulation Section 1.860G-2(g)(1)(i)), unless the Trustee and the Securities
      Administrator shall receive an Opinion of Counsel, at the expense of the party
      proposing such investment, to the effect that such investment will not adversely
      affect the status of any such REMIC as a REMIC under the Code or result in
      imposition of a tax on any such REMIC. Permitted Investments that are subject
      to
      prepayment or call may not be purchased at a price in excess of
      par.

     

    “Permitted
      Transferee”:
      Any
      Transferee of a Residual Certificate other than a Disqualified Organization
      or
      Non-United States Person.

     

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

     

    “Plan”:
      Any
“employee benefit plan” as defined in Section 3(3) of ERISA that is subject to
      Title I of ERISA, any “plan” as defined in Section 4975(e)(1) of the Code that
      is subject to Section 4975 of the Code or any entity deemed to hold plan assets
      of any of the foregoing.

     

    “Posted
      Collateral Account”:
      The
      separate account created and maintained by the Securities Administrator pursuant
      to Section 5.07(e).

     

    “Prepayment
      Assumption”:
      As
      defined in the Prospectus Supplement.

     

    “Prepayment
      Charge”:
      With
      respect to any Prepayment Period, any prepayment premium, penalty or charge
      payable by a Mortgagor in connection with any Principal Prepayment on a Mortgage
      Loan pursuant to the terms of the related Mortgage Note (other than any Servicer
      Prepayment Charge Payment Amount).

     

    “Prepayment
      Charge Schedule”:
      As of
      any date, the list of Prepayment Charges included in the Trust Fund on such
      date, attached hereto as Schedule
      2
      (including the prepayment charge summary attached thereto). The Prepayment
      Charge Schedule shall set forth the following information with respect to each
      Prepayment Charge:

     


    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    


    (i) the
      Mortgage Loan identifying number;

     

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

     

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

     

    (iv) the
      term
      of the related Prepayment Charge;

     

    (v) the
      original Stated Principal Balance of the related Mortgage Loan; and

     

    (vi) remaining
      prepayment term in months.

     

    “Prepayment
      Interest Shortfall”:
      With
      respect to any Principal Prepayments in full on the Mortgage Loans and any
      Distribution Date, any interest shortfall resulting from Principal Prepayments
      occurring between the first day of the related Prepayment Period and the last
      day of the prior calendar month. The obligations of the Applicable Servicer
      and
      the Master Servicer in respect of any Prepayment Interest Shortfall are set
      forth in Section
      3.24
      and
Section
      4.15,
      respectively.

     

    “Prepayment
      Period”:
      With
      respect to any Distribution Date and Principal Prepayments in full, the period
      beginning on the 16th
      day of
      the calendar month immediately preceding the month in which such Distribution
      Date occurs (or in the case of the first Distribution Date, commencing on the
      Cut-off Date) to the 15th
      day of
      the then current calendar month and, with respect to Principal Prepayments
      in
      part, the Prepayment Period shall be the preceding calendar month.

     

    “Principal
      Distribution Amount”:
      With
      respect to any Distribution Date, an amount, not less than zero, equal to the
      sum of:

     

    (i) the
      principal portion of each Monthly Payment on the Mortgage Loans due during
      the
      related Due Period, actually received on or prior to the related Determination
      Date or Advanced on or prior to the related Distribution Date;

     

    (ii) the
      Stated Principal Balance of any Mortgage Loan that was purchased during the
      immediately preceding calendar month pursuant to or as contemplated by
Section
      2.03,
      Section
      3.16(c)
      or
Section
      10.01
      and the
      amount of any shortfall deposited in the Custodial Account in connection with
      the substitution of a Deleted Mortgage Loan pursuant to Section
      2.03
      during
      the immediately preceding calendar month;

     

    (iii) the
      principal portion of all other unscheduled collections (including, without
      limitation, Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries
      and
      REO Principal Amortization) received during the immediately preceding calendar
      month and Principal Prepayments received during the related Prepayment Period,
      net of any portion thereof that represents a recovery of principal for which
      an
      Advance was made by the Applicable Servicer pursuant to Section
      5.03
      in
      respect of a preceding Distribution Date; and

     


    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    


    (iv) the
      amount of any Overcollateralization Increase Amount for such Distribution Date;
      minus

     

    (v) the
      amount of any Overcollateralization Reduction Amount for such Distribution
      Date;
      and 

     

    (vi) any
      Swap
      Payment Shortfall for such Distribution Date.

     

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

     

    “Principal
      Remittance Amount”:
      With
      respect to any Distribution Date, the sum of the amounts set forth in (i)
      through (iii) of the definition of Principal Distribution Amount.

     

    “Private
      Certificates”:
      As
      defined in Section
      6.02(b).

     

    “Prospectus
      Supplement”:
      The
      Prospectus Supplement, dated July 10, 2007, relating to the public offering
      of
      the Class A Certificates and the Mezzanine Certificates (other than the Class
      M-9 Certificates).

     

    “PTCE”:
      A
      Prohibited Transaction Class Exemption issued by the United States Department
      of
      Labor which provides that exemptive relief is available to any party to any
      transaction which satisfies the conditions of the exemption.

     

    “Purchase
      Price”:
      With
      respect to any Mortgage Loan or REO Property to be purchased pursuant to or
      as
      contemplated by Section
      2.03,
      Section
      3.16(c)
      or
Section
      10.01,
      and as
      confirmed by a certification from a Servicing Officer to the Master Servicer,
      an
      amount equal to the sum of (i) 100% of the Stated Principal Balance thereof
      as
      of the date of purchase (or such other price as provided in Section
      10.01),
      (ii)
      in the case of (x) a Mortgage Loan, accrued interest on such Stated Principal
      Balance at the applicable Expense Adjusted Mortgage Rate in effect from time
      to
      time from the Due Date as to which interest was last covered by a payment by
      the
      Mortgagor or an Advance by the Applicable Servicer, which payment or Advance
      had
      as of the date of purchase been distributed pursuant to Section
      5.01,
      through
      the end of the calendar month in which the purchase is to be effected and (y)
      an
      REO Property, the sum of (1) accrued interest on such Stated Principal Balance
      at the applicable Expense Adjusted Mortgage Rate in effect from time to time
      from the Due Date as to which interest was last covered by a payment by the
      Mortgagor or an Advance by the Applicable Servicer through the end of the
      calendar month immediately preceding the calendar month in which such REO
      Property was acquired, plus
      (2) REO
      Imputed Interest for such REO Property for each calendar month commencing with
      the calendar month in which such REO Property was acquired and ending with
      the
      calendar month in which such purchase is to be effected, net of the total of
      all
      net rental income, Insurance Proceeds, Liquidation Proceeds and Advances that
      as
      of the date of purchase had been distributed as or to cover REO Imputed Interest
      pursuant to Section
      5.01,
      (iii)
      any unreimbursed Servicing Advances and Advances (including Nonrecoverable
      Advances and Nonrecoverable Servicing Advances) and any unpaid Servicing Fees
      allocable to such Mortgage Loan or REO Property, (iv) any amounts previously
      withdrawn from the Custodial Account in respect of such Mortgage Loan or REO
      Property pursuant to Section
      3.11(a)(ix)
      and
Section
      3.16(b),
      and (v)
      in the case of a Mortgage Loan required to be purchased pursuant to Section
      2.03,
      expenses reasonably incurred or to be incurred by the Applicable Servicer,
      the
      Master Servicer, the Securities Administrator or the Trustee in respect of
      the
      breach or defect giving rise to the purchase obligation including any costs
      and
      damages incurred by the Trust Fund in connection with any violation by such
      loan
      of any predatory or abusive lending law.

     


    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    


    “Qualified
      Substitute Mortgage Loan”:
      A
      mortgage loan substituted for a Deleted Mortgage Loan pursuant to the terms
      of
      this Agreement which must, on the date of such substitution, (i) have an
      outstanding Stated Principal Balance, after application of all scheduled
      payments of principal and interest due during or prior to the month of
      substitution, not in excess of the Stated Principal Balance of the Deleted
      Mortgage Loan as of the Due Date in the calendar month during which the
      substitution occurs, (ii) have a Mortgage Rate not less than (and not more
      than
      one percentage point in excess of) the Mortgage Rate of the Deleted Mortgage
      Loan, (iii) with respect to any Adjustable-Rate Mortgage Loan, have a Maximum
      Mortgage Rate not less than the Maximum Mortgage Rate on the Deleted Mortgage
      Loan, (iv) with respect to any Adjustable-Rate Mortgage Loan, have a Minimum
      Mortgage Rate not less than the Minimum Mortgage Rate of the Deleted Mortgage
      Loan, (v) with respect to any Adjustable-Rate Mortgage Loan, have a Gross Margin
      equal to the Gross Margin of the Deleted Mortgage Loan, (vi) with respect to
      any
      Adjustable-Rate Mortgage Loan, have a next Adjustment Date not more than two
      months later than the next Adjustment Date on the Deleted Mortgage Loan, (vii)
      have a remaining term to maturity not greater than (and not more than one year
      less than) that of the Deleted Mortgage Loan, (viii) have the same Due Date
      as
      the Due Date on the Deleted Mortgage Loan, (ix) have a Loan-to-Value Ratio
      as of
      the date of substitution equal to or lower than the Loan-to-Value Ratio of
      the
      Deleted Mortgage Loan as of such date, (x) have a risk grading determined by
      the
      Responsible Party at least equal to the risk grading assigned on the Deleted
      Mortgage Loan and (xi) conform to each representation and warranty set forth
      in
      Section 6 of the Mortgage Loan Purchase Agreement applicable to the Deleted
      Mortgage Loan. In the event that one or more mortgage loans are substituted
      for
      one or more Deleted Mortgage Loans, the amounts described in clause
      (i)
      hereof
      shall be determined on the basis of aggregate principal balances, the Mortgage
      Rates described in clause
      (ii)
      hereof
      shall be determined on the basis of weighted average Mortgage Rates, the terms
      described in clause
      (vii)
      hereof
      shall be determined on the basis of weighted average remaining term to maturity,
      the Loan-to-Value Ratios described in clause
      (ix)
      hereof
      shall be satisfied as to each such mortgage loan, the risk gradings described
      in
clause
      (x)
      hereof
      shall be satisfied as to each such mortgage loan and, except to the extent
      otherwise provided in this sentence, the representations and warranties
      described in clause
      (xi)
      hereof
      must be satisfied as to each Qualified Substitute Mortgage Loan or in the
      aggregate, as the case may be.

     

    “Rate/Term
      Refinancing”:
      A
      Refinanced Mortgage Loan, the proceeds of which are not more than a nominal
      amount in excess of the existing first mortgage loan and any subordinate
      mortgage loan on the related Mortgaged Property and related closing costs,
      and
      were used exclusively (except for such nominal amount) to satisfy the then
      existing first mortgage loan and any subordinate mortgage loan of the Mortgagor
      on the related Mortgaged Property and to pay related closing costs.

     


    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    


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

     

    “Realized
      Loss”:
      With
      respect to each Mortgage Loan as to which a Final Recovery Determination has
      been made, an amount (not less than zero) equal to (i) the unpaid principal
      balance of such Mortgage Loan as of the commencement of the calendar month
      in
      which the Final Recovery Determination was made, plus
      (ii)
      accrued interest from the Due Date as to which interest was last paid by the
      Mortgagor through the end of the calendar month in which such Final Recovery
      Determination was made, calculated in the case of each calendar month during
      such period (A) at an annual rate equal to the annual rate at which interest
      was
      then accruing on such Mortgage Loan and (B) on a principal amount equal to
      the
      Stated Principal Balance of such Mortgage Loan as of the close of business
      on
      the Distribution Date during such calendar month, plus
      (iii)
      any amounts previously withdrawn from the Custodial Account in respect of such
      Mortgage Loan pursuant to Section
      3.11(a)(ix)
      and
Section
      3.16(b),
      minus
      (iv) the proceeds, if any, received in respect of such Mortgage Loan during
      the calendar month in which such Final Recovery Determination was made, net
      of
      amounts that are payable therefrom to the Applicable Servicer with respect
      to
      such Mortgage Loan pursuant to Section
      3.11(a)(iii),
      plus
      (v) any
      Swap Payment Shortfall.

     

    With
      respect to each Mortgage Loan which is the subject of a modification during
      the
      immediately preceding Due Period, the sum of (i) the total amount of interest
      and principal which is forgiven with respect to the related Mortgage Loan and
      (ii) the amount of any Advances and Servicing Advances, to the extent forgiven,
      made by the Applicable Servicer with respect to such Mortgage Loan which are
      reimbursable from the Trust Fund to the Applicable Servicer with respect to
      such
      modification; provided that, the amounts expressed in clause (i) above shall
      not
      include the amounts expressed in clause (ii) above.

     

    With
      respect to any REO Property as to which a Final Recovery Determination has
      been
      made, an amount (not less than zero) equal to (i) the unpaid principal balance
      of the related Mortgage Loan as of the date of acquisition of such REO Property
      on behalf of REMIC I, plus
      (ii)
      accrued interest from the Due Date as to which interest was last paid by the
      Mortgagor in respect of the related Mortgage Loan through the end of the
      calendar month immediately preceding the calendar month in which such REO
      Property was acquired, calculated in the case of each calendar month during
      such
      period (A) at an annual rate equal to the annual rate at which interest was
      then
      accruing on the related Mortgage Loan and (B) on a principal amount equal to
      the
      Stated Principal Balance of the related Mortgage Loan as of the close of
      business on the Distribution Date during such calendar month, plus
      (iii)
      REO Imputed Interest for such REO Property for each calendar month commencing
      with the calendar month in which such REO Property was acquired and ending
      with
      the calendar month in which such Final Recovery Determination was made,
plus
      (iv) any
      amounts previously withdrawn from the Custodial Account in respect of the
      related Mortgage Loan pursuant to Section
      3.11(a)(ix)
      and
Section 3.16(b),
      minus
      (v)
      the
      aggregate of all Advances and Servicing Advances (in the case of Servicing
      Advances, without duplication of amounts netted out of the rental income,
      Insurance Proceeds and Liquidation Proceeds described in clause
      (vi)
      below)
      made by the Applicable Servicer in respect of such REO Property or the related
      Mortgage Loan for which the Applicable Servicer has been or, in connection
      with
      such Final Recovery Determination, will be reimbursed pursuant to Section 3.23
      out of
      rental income, Insurance Proceeds and Liquidation Proceeds received in respect
      of such REO Property, minus
      (vi)
      the
      total of all net rental income, Insurance Proceeds and Liquidation Proceeds
      received in respect of such REO Property that has been, or in connection with
      such Final Recovery Determination, will be transferred to the Certificate
      Account pursuant to Section
      3.23.

     


    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    


    With
      respect to each Mortgage Loan which has become the subject of a Deficient
      Valuation, the difference between the principal balance of the Mortgage Loan
      outstanding immediately prior to such Deficient Valuation and the principal
      balance of the Mortgage Loan as reduced by the Deficient Valuation.

     

    With
      respect to each Mortgage Loan which has become the subject of a Debt Service
      Reduction, the portion, if any, of the reduction in each affected Monthly
      Payment attributable to a reduction in the Mortgage Rate imposed by a court
      of
      competent jurisdiction. Each such Realized Loss shall be deemed to have been
      incurred on the Due Date for each affected Monthly Payment.

     

    With
      respect to any allocation of a Realized Loss to a Certificate related to a
      Swap
      Payment Shortfall, such Realized Loss will be made by reducing the Certificate
      Principal Balance of that Certificate by the amount so allocated as of the
      Distribution Date in the month in which the Swap Payment Shortfall was
      incurred.

     

    If
      the
      Applicable Servicer receives Subsequent Recoveries with respect to any Mortgage
      Loan, the amount of the Realized Loss with respect to that Mortgage Loan will
      be
      reduced to the extent such recoveries are applied to principal distributions
      on
      any Distribution Date.

     

    Realized
      Losses allocated to the Class CE-1 Certificates shall be allocated first to
      the
      REMIC II Regular Interest CE-IO in reduction of the accrued but unpaid interest
      thereon until such accrued and unpaid interest shall have been reduced to zero
      and then to the REMIC II Regular Interest CE-PO in reduction of the Principal
      Balance thereof.

     

    “Record
      Date”:
      With
      respect to each Distribution Date and any Book-Entry Certificate, the Business
      Day immediately preceding such Distribution Date. With respect to each
      Distribution Date and any other Certificates, including any Definitive
      Certificates, the last Business Day of the month immediately preceding the
      month
      in which such Distribution Date occurs, except in the case of the first Record
      Date which shall be the Closing Date.

     


    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    


    “Recoverable
      Advance”:
      An
      Advance or Servicing Advance made by the predecessor Applicable Servicer in
      accordance with this Agreement, and that is recoverable in accordance with
      this
      Agreement and applicable Insurer guidelines. It is understood that, without
      limitation, if an Advance or Servicing Advance or portion thereof will not
      be recoverable as provided in the preceding sentence, because such Advance
      or
      Servicing Advance has not been properly documented for purposes of making a
      claim to an Insurer or in bankruptcy court, or for any other reason,
      such Advance or Servicing Advance or portion thereof will not be
      deemed to be a Recoverable Advance.

     

    “Reference
      Banks”:
      Deutsche Bank AG, Barclays’ Bank PLC, The Tokyo Mitsubishi Bank and National
      Westminster Bank PLC and their successors in interest; provided,
      however,
      that if
      any of the foregoing banks are not suitable to serve as a Reference Bank, then
      any leading banks selected by the Securities Administrator which are engaged
      in
      transactions in Eurodollar deposits in the International Eurocurrency market
      (i)
      with an established place of business in London, (ii) not controlling, under
      the
      control of or under common control with the Depositor or any Affiliate thereof
      and (iii) which have been designated as such by the Securities
      Administrator.

     

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

     

    “Regular
      Certificate”:
      Any
      Class A Certificate, Mezzanine Certificate, Class CE-1 Certificate or Class
      P
      Certificate.

     

    “Regular
      Interest”:
      A
“regular interest” in a REMIC within the meaning of Section 860G(a)(1) of the
      Code.

     

    “Regulation
      AB”:
      Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
§§229.1100-229.1123, as such may be amended from time to time, and subject to
      such clarification and interpretation as have been provided by the Commission
      in
      the adopting release (Asset-Backed Securities, Securities Act Release No.
      33-8518, 70 Fed. Reg. 1,506-1,631 (Jan. 7, 2005)) or by the staff of the
      Commission, or as may be provided by the Commission or its staff from time
      to
      time.

     

    “Relief
      Act”:
      The
      Servicemembers Civil Relief Act.

     

    “Relief
      Act Interest Shortfall”:
      With
      respect to any Distribution Date and any Mortgage Loan, any reduction in the
      amount of interest collectible on such Mortgage Loan for the most recently
      ended
      calendar month as a result of the application of the Relief Act.

     

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

     

    “REMIC
      I”:
      The
      segregated pool of assets subject hereto (exclusive of the Swap Account and
      the
      Swap Agreement, each of which is not an asset of any REMIC), constituting the
      primary trust created hereby and to be administered hereunder, with respect
      to
      which a REMIC election is to be made, consisting of: (i) such Mortgage Loans
      and
      Prepayment Charges related thereto as from time to time are subject to this
      Agreement, together with the Mortgage Files relating thereto, and together
      with
      all collections thereon and proceeds thereof; (ii) any REO Property, together
      with all collections thereon and proceeds thereof; (iii) the Trustee’s rights
      with respect to the Mortgage Loans under all insurance policies required to
      be
      maintained pursuant to this Agreement and any proceeds thereof; (iv) the
      Depositor’s rights under the Mortgage Loan Purchase Agreement (including any
      security interest created thereby); and (v) the Custodial Account (other than
      any amounts representing any Servicer Prepayment Charge Payment Amount), the
      Certificate Account (other than any amounts representing any Servicer Prepayment
      Charge Payment Amount) and any REO Account, and such assets that are deposited
      therein from time to time and any investments thereof, together with any and
      all
      income, proceeds and payments with respect thereto. Notwithstanding the
      foregoing, however, REMIC I specifically excludes all payments and other
      collections of principal and interest due on the Mortgage Loans on or before
      the
      Cut-off Date and all Prepayment Charges payable in connection with Principal
      Prepayments on the Mortgage Loans made before the Cut-off Date.

     


    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    


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

     

    “REMIC
      I Overcollateralized Amount”:
      With
      respect to any date of determination, (i) 1% of the aggregate Uncertificated
      Balance of the REMIC I Regular Interests (other than REMIC I Regular Interest
      I-LTP) minus
      (ii) the
      aggregate Uncertificated Balance of REMIC I Regular Interest I-LTA1, REMIC
      I
      Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular
      Interest I-LTA4, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
      I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC
      I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular
      Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular Interest
      I-LTM9, in each case as of such date of determination.

     

    “REMIC
      I Principal Loss Allocation Amount”:
      With
      respect to any Distribution Date, an amount equal to the product of (i) the
      aggregate Stated Principal Balance of the Mortgage Loans and REO Properties
      then
      outstanding and (ii) 1 minus
      a
      fraction, the numerator of which is two times the aggregate Uncertificated
      Balance of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2,
      REMIC I Regular Interest I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I
      Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular
      Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest
      I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC
      I Regular Interest I-LTM8, and REMIC I Regular Interest I-LTM9 and the
      denominator of which is the aggregate Uncertificated Balance of REMIC I Regular
      Interest I-LTA1, REMIC I Regular Interest I-LTA2, REMIC I Regular Interest
      I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I Regular Interest I-LTM1, REMIC
      I Regular Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular
      Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest
      I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC
      I Regular Interest I-LTM9 and REMIC I Regular Interest I-LTZZ.

     


    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    


    “REMIC
      I Regular Interest”:
      Any of
      the separate non-certificated beneficial ownership interests in REMIC I issued
      hereunder and designated as a “regular interest” in REMIC I. Each REMIC I
      Regular Interest shall accrue interest at the related REMIC I Remittance Rate
      in
      effect from time to time or shall otherwise be entitled to interest as set
      forth
      herein, and shall be entitled to distributions of principal, subject to the
      terms and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Balance as set forth in the Preliminary
      Statement
      hereto.
      The REMIC I Regular Interests are as follows: REMIC I Regular Interest I-LTAA,
      REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2, REMIC I
      Regular Interest I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I Regular
      Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular Interest
      I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest I-LTM5, REMIC
      I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC I Regular
      Interest I-LTM8, REMIC I Regular Interest I-LTM9, REMIC I Regular Interest
      I-LTZZ, REMIC I Regular Interest I-LTP and REMIC I Regular Interest
      I-CE-2.

     

    “REMIC
      I Remittance Rate”:
      With
      respect to each REMIC I Regular Interest (other than REMIC I Regular Interest
      I-CE-2) and any Distribution Date, the weighted average of the Expense Adjusted
      Mortgage Rates of the Mortgage Loans, weighted based on their Stated Principal
      Balances as of the first day of the related Due Period, and with respect to
      REMIC I Regular Interest I-CE-2 and any Distribution Date, a weighted average
      per annum rate, determined on a Mortgage Loan by Mortgage Loan basis (and solely
      with respect to the Mortgage Loans serviced by Carrington Mortgage Services,
      LLC
      pursuant to the terms of this Agreement), equal to the excess, if any, of (i)
      the Mortgage Rate for each such Mortgage Loan minus the sum of the Servicing
      Fee
      Rate and the Master Servicing Rate, over (ii) the Expense Adjusted Mortgage
      Rate
      of each such Mortgage Loan.

     

    “REMIC
      I Required Overcollateralized Amount”:
      1% of
      the Overcollateralization Target Amount.

     

    “REMIC
      II”:
      The
      segregated pool of assets consisting of all of the REMIC I Regular Interests
      conveyed in trust to the Trustee, for the benefit of the Class A Certificates,
      the Mezzanine Certificates, the Class CE-1 Certificates, the Class CE-2
      Certificates, the Class P Certificates and the Class R-II Interest and all
      amounts deposited therein, with respect to which a separate REMIC election
      is to
      be made.

     

    “REMIC
      II Regular Interests”:
      Any
      Regular Interest issued by REMIC II, the ownership of which is evidenced by
      a
      Class A Certificate, Mezzanine Certificate, Class CE-1 Certificate, Class CE-2
      Certificate or Class P Certificate.

     

    “REMIC
      II Regular Interest CE-IO”:
      A
      separate non-certificated regular interest of REMIC II designated as a REMIC
      II
      Regular Interest. REMIC II Regular Interest CE-IO shall have no entitlement
      to
      principal and shall be entitled to distributions of interest subject to the
      terms and conditions hereof, in an aggregate amount equal to interest
      distributable with respect to the Class CE-1 Certificates pursuant to the terms
      and conditions hereof.

     


    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

    


    “REMIC
      II Regular Interest CE-PO”:
      A
      separate non-certificated regular interest of REMIC II designated as a REMIC
      II
      Regular Interest. REMIC II Regular Interest CE-PO shall have no entitlement
      to
      interest and shall be entitled to distributions of principal subject to the
      terms and conditions hereof, in an aggregate amount equal to principal
      distributable with respect to the Class CE-1 Certificates pursuant to the terms
      and conditions hereof.

     

    “REMIC
      II Regular Interest CE-2”:
      A
      separate non-certificated regular interest of REMIC II designated as a REMIC
      II
      Regular Interest. REMIC II Regular Interest CE-2 shall have no entitlement
      to
      principal and shall be entitled to distributions of interest subject to the
      terms and conditions hereof, in an aggregate amount equal to 100% of the
      interest distributable with respect to REMIC I Regular Interest I-CE-2.


     

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

     

    “Remittance
      Report”:
      A
      report in form and substance acceptable to the Securities Administrator on
      an
      electronic data file or tape prepared by the Applicable Servicer pursuant to
      Section
      5.03
      containing the data elements specified on Schedule 4, hereto, with such
      additions, deletions and modifications as agreed to by the Securities
      Administrator and the Applicable Servicer.

     

    “Rents
      from Real Property”:
      With
      respect to any REO Property, gross income of the character described in Section
      856(d) of the Code as being included in the term “rents from real
      property.”

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

    “Residential
      Dwelling”:
      Any
      one of the following: (i) an attached, detached or semi-detached one-family
      dwelling, (ii) an attached, detached or semi-detached two-to four-family
      dwelling, (iii) a one-family dwelling unit in a Fannie Mae eligible condominium
      project, or (iv) an attached, detached or semi-detached one-family dwelling
      in a planned unit development, none of which is a co-operative or mobile home
      (as defined in 42 United States Code, Section 5402(6)).

     

    “Residual
      Certificates”:
      The
      Class R Certificates.

     

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

     

    “Responsible
      Officer”:
      When
      used with respect to the Depositor, Trustee or Securities Administrator, any
      officer of the Depositor, Trustee or Securities Administrator having direct
      responsibility for the administration of this Agreement and, with respect to
      a
      particular matter, to whom such matter is referred because of such officer’s
      knowledge of and familiarity with the particular subject.

     

    “Responsible
      Party”:
      EMC
      Mortgage Corporation, a Delaware Corporation, or its successor in interest,
      in
      its capacity as responsible party under the Mortgage Loan Purchase Agreement.
      

     

    “Reuters
      Screen LIBOR01 Page”:
      The
      display designated as such on the Reuters Monitor Money Rates Service (or such
      other page as may replace that page for the purpose of displaying London
      interbank offered rates of major banks).

     


    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    


    “Rolling
      Three-Month Delinquency Average”:
      With
      respect to any Distribution Date, the average aggregate unpaid principal balance
      of the Mortgage Loans delinquent 60 days or more (including Mortgage Loans
      that
      (i) are in foreclosure, (ii) have been converted to REO Properties or (iii)
      have
      been discharged due to bankruptcy) for each of the three (or one and two, in
      the
      case of the Distribution Dates in July 2007 and August 2007, respectively)
      immediately preceding months. 

     

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

     

    “Sarbanes
      Certification”:
      As
      defined in Section
      13.05(a)(iv).

     

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

     

    “Securitization
      Transaction”:
      Any
      transaction involving either (1) a sale or other transfer of some or all of
      the
      Mortgage Loans directly or indirectly to an issuing entity in connection with
      an
      issuance of publicly offered or privately placed, rated or unrated
      mortgage-backed securities or (2) an issuance of publicly offered or privately
      placed, rated or unrated securities, the payments on which are determined
      primarily by reference to one or more portfolios of residential mortgage loans
      consisting, in whole or in part, of some or all of the Mortgage
      Loans.

     

    “Seller”:
      Carrington Securities, LP, a Delaware limited partnership, or its successor
      in
      interest, in its capacity as seller under the Mortgage Loan Purchase
      Agreement.

     

    “Senior
      Interest Distribution Amount”:
      With
      respect to any Distribution Date, an amount equal to the sum of (i) the Interest
      Distribution Amount for such Distribution Date for the Class A Certificates
      and
      (ii) the Interest Carry Forward Amount, if any, for such Distribution Date
      for
      the Class A Certificates.

     

    “Servicer”:
      Carrington Mortgage Services, LLC, a Delaware limited liability
      company.

     

    “Servicer
      Disclosure Information”:
      As
      defined in Section 13.07(a)(i).

     

    “Servicer
      Event of Default”:
      One or
      more of the events described in Section
      8.01.

     

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

     

    “Servicer
      Qualification Date”:
      The
      date on which Carrington Mortgage Services, LLC is duly authorized and qualified
      to transact all business contemplated by this Agreement to be conducted by
      the
      Applicable Servicer hereunder in any state in which a Mortgaged Property is
      located or is otherwise not required under applicable law to effect such
      qualification and, in any event, is in compliance with the doing business laws
      of any such state, to the extent necessary to ensure its ability to enforce
      each
      Mortgage Loan and to service the Mortgage Loans in accordance with this
      Agreement.

     


    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    


    “Servicer
      Remittance Date”:
      With
      respect to any Distribution Date, by 3:00 p.m. New York time on the
      Business Day preceding such Distribution Date.

     

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

     

    “Servicing
      Advances”:
      The
      reasonable “out-of-pocket” costs and expenses (including legal fees) incurred by
      the Applicable Servicer in connection with a default, delinquency or other
      unanticipated event by the Applicable Servicer in the performance of its
      servicing obligations, including, but not limited to, the cost of (i) the
      preservation, restoration, inspection and protection of a Mortgaged Property,
      (ii) any enforcement or judicial proceedings, including but not limited to
      foreclosures and litigation, in respect of a particular Mortgage Loan, (iii)
      the
      management (including reasonable fees in connection therewith) and liquidation
      of any REO Property and (iv) the performance of its obligations under
Section
      3.01,
      Section
      3.07,
      Section
      3.09,
      Section
      3.14,
      Section
      3.15,
      Section 3.16
      and
Section
      3.23.
      The
      Applicable Servicer shall not be required to make any Nonrecoverable Servicing
      Advances.

     

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

     

    “Servicing
      Fee”:
      With
      respect to each Mortgage Loan and for any calendar month, an amount equal to
      the
      Servicing Fee Rate accrued for one month (or in the event of any payment of
      interest which accompanies a Principal Prepayment in full made by the Mortgagor
      during such calendar month, interest for the number of days covered by such
      payment of interest) on the same principal amount on which interest on such
      Mortgage Loan accrues for such calendar month, calculated on the basis of a
      360-day year consisting of twelve 30-day months. A portion of such Servicing
      Fee
      may be retained by any Sub-Servicer as its servicing compensation.

     

    “Servicing
      Fee Rate”:
      So
      long as Carrington Mortgage Services, LLC is the Applicable Servicer, 0.300%
      per
      annum. At any time Carrington Mortgage Services, LLC is not the Applicable
      Servicer, 0.500% per annum.

     

    “Servicing
      Function Participant”:
      Any
      Sub-Servicer or Subcontractor of the Applicable Servicer, the Master Servicer,
      the Custodian or the Securities Administrator, respectively, “participating in
      the servicing function” within the meaning of the Regulation AB.

     

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

     

    “Servicing
      Transfer Costs”:
      All
      reasonable costs and expenses (other than the Carrington Interim Servicing
      Transfer Costs or the Wells Fargo Interim Servicing Transfer Costs) incurred
      by
      any successor servicer in connection with the transfer of servicing from a
      predecessor servicer, including, without limitation, any reasonable costs or
      expenses associated with the complete transfer of all servicing data and the
      completion, correction or manipulation of such servicing data as may be required
      by such successor servicer to correct any errors or insufficiencies in the
      servicing data or otherwise to enable such successor servicer (including any
      successor servicer appointed pursuant to Section
      8.02)
      to
      service the Mortgage Loans properly and effectively.

     


    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    


    “Short
      Pay-off”:
      As
      defined in Section
      3.07.

     

    “Single
      Certificate”:
      With
      respect to any Class of Certificates (other than the Class P Certificates and
      the Residual Certificates), a hypothetical Certificate of such Class evidencing
      a Percentage Interest for such Class corresponding to an initial Certificate
      Principal Balance of $1,000. With respect to the Class P Certificates and the
      Residual Certificates, a hypothetical Certificate of such Class evidencing
      a
      100% Percentage Interest in such Class.

     

    “Startup
      Day”:
      With
      respect to each Trust REMIC, the day designated as such pursuant to Section
      11.01(b)
      hereof.

     

    “Stated
      Principal Balance”:
      With
      respect to any Mortgage Loan: (a) as of any date of determination up to but
      not
      including the Distribution Date on which the proceeds, if any, of a Liquidation
      Event with respect to such Mortgage Loan would be distributed, the sum of (i)
      the principal balance of such Mortgage Loan as of the Cut-off Date and (ii)
      the
      amount by which the Stated Principal Balance of the Mortgage Loan has been
      increased pursuant to a modification pursuant to Section 3.07, as shown on
      the
      Mortgage Loan Schedule, minus
      the sum
      of (i) the principal portion of each Monthly Payment due on a Due Date
      subsequent to the Cut-off Date, to the extent received from the Mortgagor or
      advanced by the Applicable Servicer and distributed pursuant to Section
      5.01
      on or
      before such date of determination, (ii) all Principal Prepayments received
      after
      the Cut-off Date, to the extent distributed pursuant to Section
      5.01
      on or
      before such date of determination, (iii) all Liquidation Proceeds and Insurance
      Proceeds applied by the Applicable Servicer as recoveries of principal in
      accordance with the provisions of Section
      3.16,
      to the
      extent distributed pursuant to Section
      5.01
      on or
      before such date of determination, and (iv) any Realized Loss incurred with
      respect thereto as a result of a Deficient Valuation made during or prior to
      the
      immediately preceding calendar month for the most recent Distribution Date
      coinciding with or preceding such date of determination; and (b) as of any
      date
      of determination coinciding with or subsequent to the Distribution Date on
      which
      the proceeds, if any, of a Liquidation Event with respect to such Mortgage
      Loan
      would be distributed, zero. With respect to any REO Property: (a) as of any
      date
      of determination up to but not including the Distribution Date on which the
      proceeds, if any, of a Liquidation Event with respect to such REO Property
      would
      be distributed, an amount (not less than zero) equal to the Stated Principal
      Balance of the related Mortgage Loan as of the date on which such REO Property
      was acquired on behalf of REMIC I, minus
      the sum
      of (i) if such REO Property was acquired before the Distribution Date in any
      calendar month, the principal portion of the Monthly Payment due on the Due
      Date
      in the calendar month of acquisition, to the extent advanced by the Applicable
      Servicer and distributed pursuant to Section
      5.01
      on or
      before such date of determination, and (ii) the aggregate amount of REO
      Principal Amortization in respect of such REO Property for all previously ended
      calendar months, to the extent distributed pursuant to Section
      5.01
      on or
      before such date of determination; and (b) as of any date of determination
      coinciding with or subsequent to the Distribution Date on which the proceeds,
      if
      any, of a Liquidation Event with respect to such REO Property would be
      distributed, zero.

     


    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    


    “Stepdown
      Date”:
      The
      later to occur of (a) the earlier to occur of (i) the Distribution Date
      occurring in July 2010 and (ii) the Distribution Date immediately following
      the
      Distribution Date on which the aggregate Certificate Principal Balance of the
      Class A Certificates is reduced to zero and (b) the first Distribution Date
      on
      which the Credit Enhancement Percentage with respect to the Class A Certificates
      (calculated for this purpose only prior to any distribution of the Principal
      Distribution Amount to the holders of the Certificates then entitled to
      distributions of principal on such Distribution Date) is equal to or greater
      than 57.80%.

     

    “Subcontractor”:
      Any
      vendor, subcontractor or other Person (but not including the Trustee, except
      to
      the extent described in Article
      XII)
      that is
      not responsible for the overall servicing (as “servicing” is commonly understood
      by participants in the mortgage-backed securities market) of Mortgage Loans
      but
      performs one or more discrete functions identified in Item 1122(d) of Regulation
      AB with respect to Mortgage Loans under the direction or authority of the
      Applicable Servicer (or a Sub-Servicer), the Master Servicer, the Custodian
      or
      the Securities Administrator.

     

    “Subordination
      Percentage”:
      With
      respect to each class of Class A and Mezzanine Certificates, the applicable
      approximate percentage set forth in the table below. 

     

    
      	
              Class

            	
              Percentage

            	
              Class

            	
              Percentage

            
	
              A

            	
              42.20%

            	
              M-6
                

            	
              79.70%

            
	
              M-1

            	
              56.20%

            	
              M-7

            	
              82.80%

            
	
              M-2

            	
              65.20%

            	
              M-8

            	
              85.80%

            
	
              M-3

            	
              69.30%

            	
              M-9

            	
              88.50%

            
	
              M-4

            	
              73.00%

            	 	 
	
              M-5

            	
              76.40%

            	 	 


    

     

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

     

    “Sub-Servicing
      Account”:
      As
      defined in Section
      3.08.

     

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

     

    “Subsequent
      Recoveries”:
      As of
      any Distribution Date, unexpected amounts received by the Applicable Servicer
      (net of any related expenses permitted to be reimbursed to the Applicable
      Servicer) specifically related to a Mortgage Loan that was the subject of a
      liquidation or an REO Disposition prior to the end of the calendar month
      immediately preceding such Distribution Date that resulted in a Realized Loss.
      If Subsequent Recoveries are received, they will be included as part of the
      Principal Remittance Amount for the following Distribution Date. In addition,
      after giving effect to all distributions on a Distribution Date, the amount
      of
      such Subsequent Recoveries will increase the Certificate Principal Balance
      first, of the Class A Certificates then outstanding, if a Realized Loss had
      been
      allocated to the Class A Certificates, on a pro
      rata
      basis by
      the amount of such Subsequent Recoveries, and second, of the class of Mezzanine
      Certificates then outstanding with the highest distribution priority to which
      a
      Realized Loss was allocated. Thereafter, such class of Class A and Mezzanine
      Certificates will accrue interest on the increased Certificate Principal
      Balance.

     


    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    


    “Substitution
      Shortfall Amount”:
      As
      defined in Section
      2.03(b).

     

    “Swap
      Account”:
      The
      separate trust account created and maintained by the Securities Administrator
      for the benefit of the Certificateholders and designated “Swap Account, Wells
      Fargo Bank, N.A., in trust for registered holders of Carrington Mortgage Loan
      Trust, Series 2007-HE1, Asset-Backed Certificates.” The Swap Account must be an
      Eligible Account.

     

    “Swap
      Agreement”:
      The
      interest rate swap agreement between the Swap Counterparty and the Securities
      Administrator, on behalf of the Trust, which agreement provides for Net Swap
      Payments and Swap Termination Payments to be paid, as provided therein, together
      with any schedules, confirmations, credit support annexes or other agreements
      relating thereto, attached hereto as Exhibit
      K-1.

     

    “Swap
      Agreement Notional Balance”:
      As to
      the Swap Agreement and each “Floating Rate Payer Payment Date” (as defined in
      the Swap Agreement), the amount set forth on Exhibit K-2
      hereto
      for such Floating Rate Payer Payment Date.

     

    “Swap
      Counterparty”:
      The
      swap counterparty under the Swap Agreement either (a) entitled to receive
      payments from the Securities Administrator, on behalf of the Trust, from amounts
      payable by the Trust Fund under this Agreement or (b) required to make payments
      to the Securities Administrator, on behalf of the Trust, for payment to the
      Trust Fund, in either case pursuant to the terms of the Swap Agreement, and
      any
      successor in interest or assign. Initially, the Swap Counterparty shall be
      Swiss
      Re Financial Corporation.

     

    “Swap
      LIBOR”:
      LIBOR
      as determined pursuant to the Swap Agreement.

     

    “Swap
      Counterparty Trigger Event”:
      With
      respect to any Distribution Date, (i) an “Event of Default” (as defined in the
      Swap Agreement) with respect to which the Swap Counterparty is a “Defaulting
      Party” (as defined in the Swap Agreement) or a “Termination Event” (as defined
      in the Swap Agreement) (including an “Additional Termination Event” (as defined
      in the Swap Agreement)) under the Swap Agreement with respect to which the
      Swap
      Counterparty is the sole “Affected Party” (as defined in the Swap
      Agreement).

     

    “Swap
      Payment Shortfall”:
      With
      respect to any Distribution Date, a Realized Loss equal to the lesser of (x)
      any
      Net Swap Payment owed to the Swap Counterparty or Swap Termination Payment
      on
      any Distribution Date not due to a Swap Counterparty Trigger Event owed to
      the
      Swap Counterparty to the extent not covered by that portion of the Available
      Distribution Amount (without giving effect to any Net Swap Payment owed to
      the
      Swap Counterparty or any Swap Termination Payment owed to the Swap Counterparty
      not due to a Swap Counterparty Trigger Event) for that Distribution Date that
      represents interest received or advanced on the Mortgage Loans and (y) the
      Available Distribution Amount (without giving effect to any Net Swap Payment
      owed to the Swap Counterparty or any Swap Termination Payment owed to the Swap
      Counterparty not due to a Swap Counterparty Trigger Event) for that Distribution
      Date other than the portion of the Available Distribution Amount for that
      Distribution Date that represents interest received or advanced on the Mortgage
      Loans.

     


    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

    


    “Swap
      Termination Payment”:
      Upon
      the designation of an “Early Termination Date” (as defined in the Swap
      Agreement), the payment to be made by the Securities Administrator on behalf
      of
      the Trust to the Swap Counterparty from payments received from the Trust Fund,
      or by the Swap Counterparty to the Securities Administrator, on behalf of the
      Trust, for payment to the Trust Fund, as applicable, pursuant to the terms
      of
      the Swap Agreement.

     

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

     

    “Termination
      Price”:
      As
      defined in Section 10.01.

     

    “Terminator”:
      As
      defined in Section 10.01.

     

    “Third-Party
      Originator”:
      Each
      Person that originated Mortgage Loans acquired by the Responsible
      Party.

     

    “Transaction
      Party”:
      As
      defined in Section 12.02.

     

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

     

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

     

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

     

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

     

    (a) the
      Delinquency Percentage exceeds 27.70% of the then current Credit Enhancement
      Percentage with respect to the Class A Certificates for the prior Distribution
      Date; or

     


    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    


    (b) the
      aggregate amount of Realized Losses (other than Realized Losses which are Swap
      Payment Shortfalls, if any) incurred since the Cut-off Date through the last
      day
      of the immediately preceding calendar month (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced, unscheduled Principal Prepayments received during the related
      Prepayment Period, and other unscheduled collections of principal received
      during the immediately preceding calendar month, reduced by the aggregate amount
      of Subsequent Recoveries received since the Cut-off Date through the last day
      of
      the immediately preceding calendar month) divided by aggregate Stated Principal
      Balance of the Mortgage Loans as of the Cut-off Date exceeds the applicable
      percentages set forth below with respect to such Distribution Date:

     

    
      	
              Distribution
                Date Occurring In

            	 	
              Percentage

            
	
              July
                2009 through June 2010

               

            	 	
              1.60%
                for the first distribution date of this period, 

              plus
                an additional 1/12th
                of
                2.20% for each 

              distribution
                date thereafter

            
	 	 	 
	
              July
                2010 through June 2011

               

            	 	
              3.80%
                for the first distribution date of this period, 

              plus
                an additional 1/12th
                of
                2.25% for each 

              distribution
                date thereafter

            
	 	 	 
	
              July
                2011 through June 2012

               

            	 	
              6.05%
                for the first distribution date of this period, 

              plus
                an additional 1/12th
                of
                1.80% for each 

              distribution
                date thereafter

            
	 	 	 
	
              July
                2012 through June 2013

               

            	 	
              7.85%
                for the first distribution date of this period, 

              plus
                an additional 1/12th
                of
                1.00% for each 

              distribution
                date thereafter

            
	 	 	 
	
              July
                2013 through June 2014

               

            	 	
              8.85%
                for the first distribution date of this period, 

              plus
                an additional 1/12th
                of
                0.10% for each 

              distribution
                date thereafter

            
	 	 	 
	
              July
                2014 and thereafter

            	 	
              8.95%

            


    

     

    “Trust
      Fund”:
      Collectively, all of the assets of each Trust REMIC, the Swap Account, the
      Swap
      Agreement and the other assets conveyed by the Depositor to the Trustee pursuant
      to Section
      2.01.

     

    “Trust
      REMIC”:
      Any of
      REMIC I or REMIC II.

     

    “Trustee”:
      HSBC
      Bank USA, National Association, a national banking association, or its successor
      in interest, or any successor trustee appointed as herein provided.

     

    “Trustee
      Information”:
      As
      defined in Section
      12.05.

     

    “Uncertificated
      Balance”:
      The
      uncertificated principal balance of any REMIC I Regular Interest outstanding
      as
      of any date of determination. As of the Closing Date, the Uncertificated Balance
      of each REMIC I Regular Interest shall equal the amount set forth in the
      Preliminary Statement hereto as its initial uncertificated balance. On each
      Distribution Date, the Uncertificated Balance of each REMIC I Regular Interest
      shall be reduced by all distributions of principal made on such REMIC I Regular
      Interest on such Distribution Date pursuant to Section
      5.01
      and, if
      and to the extent necessary and appropriate, shall be further reduced on such
      Distribution Date by Realized Losses as provided in Section
      5.04.
      The
      Uncertificated Balance of REMIC I Regular Interest I-LTZZ shall be increased
      by
      interest deferrals as provided in Section
      5.01(a)(1)(iii)(A).
      The
      Uncertificated Balance of each REMIC I Regular Interest shall never be less
      than
      zero.

     


    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

    


    “Uncertificated
      Interest”:
      With
      respect to any REMIC I Regular Interest for any Distribution Date, one month’s
      interest at the REMIC I Remittance Rate applicable to such REMIC I Regular
      Interest for such Distribution Date, accrued on the Uncertificated Balance
      or
      Notional Amount, as applicable, thereof immediately prior to such Distribution
      Date. Uncertificated Interest in respect of any REMIC I Regular Interest shall
      accrue on the basis of a 360-day year consisting of twelve 30-day months.
      Uncertificated Interest with respect to each Distribution Date, as to any REMIC
      I Regular Interest (other than REMIC I Regular Interest I-CE-2) shall be reduced
      by an amount equal to the sum of (a) the aggregate Prepayment Interest
      Shortfall, if any, for such Distribution Date to the extent not covered by
      payments pursuant to Section
      3.24
      and (b)
      the aggregate amount of any Relief Act Interest Shortfall, if any allocated,
      in
      each case, to such REMIC I Regular Interest pursuant to Section 1.02.
      In
      addition, Uncertificated Interest with respect to each Distribution Date, as
      to
      any REMIC I Regular Interest (other than REMIC I Regular Interest I-CE-2) shall
      be reduced by Realized Losses, if any, allocated to such REMIC I Regular
      Interest pursuant to Section
      1.02
      and
Section
      5.04.

     

    “Underwriters’
      Exemption”:
      An
      individual exemption issued by the United States Department of Labor, Prohibited
      Transaction Exemption (“PTE”)
      90-30, as most
      recently amended by PTE 2007-5, 72 Fed. Reg. 13130 (March 20, 2007), to Bear,
      Stearns & Co. Inc., for specific offerings in which Bear,
      Stearns & Co. Inc. or any person directly or indirectly, through one or
      more intermediaries, controlling, controlled by or under common control with
      Bear, Stearns & Co. Inc. is an underwriter, placement agent or a
      manager or co-manager of the underwriting syndicate or selling group where
      the
      trust and the offered certificates meet specified conditions. The Underwriters’
Exemption, as amended, provides a partial exemption for transactions involving
      certificates representing a beneficial interest in a trust and entitling the
      holder to pass-through payments of principal, interest and/or other payments
      with respect to the trust’s assets.

     

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

     

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

     


    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

    


    “Value”:
      With
      respect to any Mortgaged Property, the lesser of (i) the lesser of (a) the
      value
      thereof as determined by an appraisal made for the originator of the Mortgage
      Loan at the time of origination of the Mortgage Loan and (b) the value thereof
      as determined by a review appraisal conducted by the originator in accordance
      with the originator’s underwriting guidelines, and (ii) the purchase price
      paid for the related Mortgaged Property by the Mortgagor with the proceeds
      of
      the Mortgage Loan; provided,
      however,
      (A) in
      the case of a Refinanced Mortgage Loan, such value of the Mortgaged Property
      is
      based solely upon the lesser of (1) the value determined by an appraisal made
      for the originator of such Refinanced Mortgage Loan at the time of origination
      of such Refinanced Mortgage Loan and (2) the value thereof as determined by
      a
      review appraisal conducted by the originator in accordance with the originator’s
      underwriting guidelines, and (B) in the case of a Mortgage Loan originated
      in
      connection with a “lease-option purchase,” such value of the Mortgaged Property
      is based on the lower of the value determined by an appraisal made for the
      originator of such Mortgage Loan at the time of origination or the sale price
      of
      such Mortgaged Property if the “lease option purchase price” was set less than
      12 months prior to origination, and is based on the value determined by an
      appraisal made for the originator of such Mortgage Loan at the time of
      origination if the “lease option purchase price” was set 12 months or more prior
      to origination.

     

    “Voting
      Rights”:
      The
      portion of the voting rights of all of the Certificates which is allocated
      to
      any Certificate. With respect to any date of determination, 98% of all Voting
      Rights will be allocated among the holders of the Class A Certificates, the
      Mezzanine Certificates and the Class CE-1 Certificates in proportion to the
      then
      outstanding Certificate Principal Balances of their respective Certificates,
      1%
      of all Voting Rights will be allocated to the holders of the Class P
      Certificates and 1% of all Voting Rights will be allocated among the holders
      of
      the Residual Certificates. The Voting Rights allocated to each Class of
      Certificate shall be allocated among Holders of each such Class in accordance
      with their respective Percentage Interests as of the most recent Record Date.
      The Class CE-2 Certificates will not have any voting rights.

     

    “Wells
      Fargo”:
      Wells
      Fargo Bank, N.A.

     

    “Wells
      Fargo Interim Servicing Transfer Costs”:
      All
      reasonable costs and expenses incurred by Wells Fargo Bank, N.A. in connection
      with the transfer of servicing from the Interim Servicer on the Interim
      Servicing Transfer Date, if the Servicing Qualification Date has not occurred
      on
      or before February 1, 2008, including, without limitation, any reasonable costs
      or expenses associated with the complete transfer of all servicing data and
      the
      completion, correction or manipulation of such servicing data as may be required
      by Wells Fargo Bank, N.A. to correct any errors or insufficiencies in the
      servicing data or otherwise to enable Wells Fargo Bank, N.A. to service the
      Mortgage Loans properly and effectively.

     

     


    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

    


    SECTION
      1.02 Allocation
      of Certain Interest Shortfalls.
      For
      purposes of calculating the amount of Accrued Certificate Interest and the
      amount of the Interest Distribution Amount for the Class A Certificates, the
      Mezzanine Certificates and the Class CE-1 Certificates for any Distribution
      Date, (1) the aggregate amount of any Prepayment Interest Shortfalls (to the
      extent not covered by payments by the Applicable Servicer pursuant to
Section
      3.24)
      and any
      Relief Act Interest Shortfall incurred in respect of the Mortgage Loans for
      any
      Distribution Date shall be allocated first, to the Class CE-1 Certificates
      based
      on, and to the extent of, one month’s interest at the then applicable
      Pass-Through Rate on the Notional Amount of the Class CE-1 Certificates and,
      thereafter, among the Class A Certificates and the Mezzanine Certificates on
      a
pro
      rata
      basis
      based on, and to the extent of, one month’s interest at the then applicable
      respective Pass-Through Rate on the respective Certificate Principal Balance
      of
      each such Certificate and (2) the aggregate amount of any Realized Losses
      incurred for any Distribution Date shall be allocated to the Class CE-1
      Certificates based on, and to the extent of, one month’s interest at the then
      applicable Pass-Through Rate on the Notional Amount of the Class CE-1
      Certificates.

     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      I
      Regular Interests for any Distribution Date (other than REMIC I Regular Interest
      I-CE-2), the aggregate amount of any Prepayment Interest Shortfalls (to the
      extent not covered by payments by the Applicable Servicer or the Master Servicer
      pursuant to Section 3.24
      and
Section 4.15,
      respectively) and any Relief Act Interest Shortfalls incurred in respect of
      the
      Mortgage Loans for any Distribution Date shall be allocated among REMIC I
      Regular Interest I-LTAA, REMIC I Regular Interest I-LTA1, REMIC I Regular
      Interest I-LTA2, REMIC
      I
      Regular Interest I-LTA3,
      REMIC I
      Regular Interest I-LTA4, REMIC I Regular Interest I-LTM1, REMIC I Regular
      Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
      I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC
      I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular
      Interest I-LTM9, REMIC I Regular Interest I-LTP and REMIC I Regular Interest
      I-LTZZ pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      Pass-Through Rate on the respective Uncertificated Balance of each such REMIC
      I
      Regular Interest.

     

    SECTION
      1.03 Rules
      of Usage.
      The
      foregoing definitions shall be equally applicable to both the singular and
      plural forms of the defined terms. Unless otherwise inconsistent with the terms
      of this Agreement, all accounting terms used herein shall be interpreted, and
      all accounting determinations hereunder shall be made, in accordance with
      generally accepted accounting principles in the USA. The words “hereof,”
“herein,” “hereunder” and words of similar import when used in an agreement or
      instrument refer to such agreement or instrument as a whole and not to any
      particular provision or subdivision thereof; references in an agreement or
      instrument to “Article,” “Section” or another subdivision or to an attachment
      are, unless the context otherwise requires, to an article, section or
      subdivision of or an attachment to such agreement or instrument; and the term
      “including” and its variations means “including without limitation.” Any
      agreement, instrument or statute defined or referred to below or in any
      agreement or instrument that is governed by this Article
      I
      means
      such agreement or instrument or statute as from time to time amended, modified
      or supplemented, including (in the case of agreements or instruments) by waiver
      or consent and (in the case of statutes) by succession of comparable successor
      statutes and includes (in the case of agreements or instruments) references
      to
      all attachments thereto and instruments incorporated therein. References to
      a
      Person are also to its permitted successors and assigns.

     

     


    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

    


    ARTICLE
      II


     

    CONVEYANCE
      OF MORTGAGE LOANS;

    ORIGINAL
      ISSUANCE OF CERTIFICATES

     

    SECTION
      2.01 Conveyance
      of the Mortgage Loans.
      On the
      Closing Date, the Depositor will transfer, assign, set over and otherwise convey
      to the Trustee without recourse, for the benefit of the Certificateholders,
      all
      the right, title and interest of the Depositor, including any security interest
      therein for the benefit of the Depositor, in and to the Mortgage Loans
      identified on the Mortgage Loan Schedule, the rights of the Depositor under
      the
      Mortgage Loan Purchase Agreement, and all other assets included or to be
      included in REMIC I. Such assignment includes all interest and principal
      received by the Depositor or the Applicable Servicer on or with respect to
      the
      Mortgage Loans (other than payments of principal and interest due on such
      Mortgage Loans on or before the Cut-off Date). The Depositor herewith delivers
      to the Trustee an executed copy of the Mortgage Loan Purchase
      Agreement.

     

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

     

    (i) the
      original Mortgage Note, including any riders thereto, endorsed without recourse
      to the order of blank or to “HSBC Bank USA, National Association, as Trustee”
and showing to the extent available to the Depositor an unbroken chain of
      endorsements from the original payee thereof to the Person endorsing it to
      the
      Trustee or any assignee, transferee or designee of the Trustee;

     

    (ii) The
      original Mortgage and, if the related Mortgage Loan is a MOM Loan, noting the
      presence of the MIN and language indicating that such Mortgage Loan is a MOM
      Loan, which shall have been recorded (or, if the original is not available,
      a
      copy), with evidence of such recording indicated thereon (or if clause
      (x)
      in the
      proviso below applies, shall be in recordable form);

     

    (iii) the
      original or copy of any guarantee executed in connection with the Mortgage
      Note,
      if any;

     

    (iv) if
      the
      Mortgage Note, the Mortgage, any Assignment, or any other related document
      has
      been signed by a Person on behalf of the Mortgagor, the original or copy of
      the
      original power of attorney or other instrument that authorized and empowered
      such Person to sign;

     

    (v) the
      original or copy of the original of any security agreement, chattel mortgage
      or
      equivalent document executed in connection with the Mortgage, if
      any

     


    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    


    (vi) Unless
      the Mortgage Loan is a MERS Loan, the assignment (either an original or a copy,
      which may be in the form of a blanket assignment if permitted in the
      jurisdiction in which the Mortgaged Property is located) to the Trustee or
      any
      assignee, transferee or designee of the Trustee of the Mortgage with respect
      to
      each Mortgage Loan in the name of “HSBC Bank USA, National Association, as
      Trustee”, which shall have been recorded (or if clause
      (x)
      in the
      proviso below applies, shall be in recordable form);

     

    (vii) An
      original or a copy of all intervening assignments of the Mortgage, if any,
      to
      the extent available to the Depositor, with evidence of recording
      thereon;

     

    (viii) With
      respect to any first or second lien Mortgage Loan, the original policy of title
      insurance or mortgagee’s certificate of title insurance or commitment or binder
      for title insurance or, in the event such original title policy has not been
      received from the title insurer, such original title policy will be delivered
      within one year of the Closing Date or, in the event such original title policy
      is unavailable, a photocopy of such title policy or, in lieu thereof, a current
      lien search on the related Mortgaged Property; and with respect to any piggyback
      loan, the original policy of title insurance or mortgagee’s certificate of title
      insurance or commitment or binder for title insurance issued as to the related
      first lien Mortgage Loan or, in lieu thereof, a lien search on the related
      Mortgaged Property that was conducted in connection with the related first
      lien
      Mortgage Loan; and

     

    (ix) Originals
      or copies of all assumption, modification or substitution agreements, if any,
      or
      if such assumption, modification, consolidation or extension agreements have
      been lost, a copy of such assumption, modification, consolidation or extension
      agreements; 

     

    provided,
      however,
      that in
      lieu of the foregoing, the Depositor may deliver the following documents, under
      the circumstances set forth below: (x) if any Mortgage, assignment thereof
      to
      the Trustee or any assignee, transferee or designee of the Trustee or
      intervening assignments thereof have been delivered or are being delivered
      to
      recording offices for recording and have not been returned in time to permit
      their delivery as specified above, the Depositor may deliver a true copy thereof
      with a certification, on the face of such copy, substantially as follows:
“Certified to be a true and correct copy of the original”; (y) in lieu of the
      Mortgage, assignment to the Trustee or any assignee, transferee or designee
      of
      the Trustee or in blank or intervening assignments thereof, if the applicable
      jurisdiction retains the originals of such documents (in each case, as evidenced
      by a certification to such effect), the Depositor may deliver photocopies of
      such documents containing an original certification by the judicial or other
      governmental authority of the jurisdiction where such documents were recorded;
      and (z) in lieu of the Mortgage Notes, the Depositor may deliver a lost note
      affidavit and indemnities of the Depositor and a copy of the original note,
      if
      available, and provided, further, however, that in the case of Mortgage Loans
      which have been prepaid in full after the Cut-off Date and prior to the Closing
      Date, the Depositor, in lieu of delivering the above documents, may deliver
      to
      the Trustee or any assignee, transferee or designee of the Trustee a
      certification by the Depositor to such effect. The Depositor shall cause, at
      its
      expense, the Mortgage and intervening assignments, if any, and to the extent
      required in accordance with the foregoing, the assignment of the Mortgage to
      the
      Trustee or any assignee, transferee or designee of the Trustee to be submitted
      for recording promptly after the Closing Date; provided
      that the
      Depositor need not cause to be recorded any Assignment (a) in any jurisdiction
      under the laws of which, as evidenced by an Opinion of Counsel addressed to
      the
      Trustee delivered by the Depositor) to the Trustee, and the Rating Agencies,
      the
      recordation of such assignment is not necessary to protect the Trustee’s
      interest in the related Mortgage Loan or (b) if a Mortgage Loan is a MERS
      Designated Mortgage Loan. For the purposes of this Agreement, a “MERS Designated
      Mortgage Loan” is a Mortgage Loan for which (a) the Depositor has designated or
      will designate MERS as, and has taken or will take such action as is necessary
      to cause MERS to be, the mortgagee of record, as nominee for the Depositor,
      pursuant to the MERS System and (b) the Depositor has designated or will
      designate the Trustee or any assignee, transferee or designee of the Trustee
      as
      the Person named as the investor on the MERS System.

     


    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    


    With
      respect to a maximum of approximately 2.0% of the Original Mortgage Loans by
      outstanding Stated Principal Balance of the Original Mortgage Loans as of the
      Cut-off Date, if any original Mortgage Note referred to in Section
      2.01(i)
      above
      cannot be located, the obligations of the Depositor to deliver such documents
      shall be deemed to be satisfied upon delivery to the Custodian on behalf of
      the
      Trustee of a photocopy of such Mortgage Note, if available, with a lost note
      affidavit substantially in the form of Exhibit
      H
      attached
      hereto. If any of the original Mortgage Notes for which a lost note affidavit
      was delivered to the Custodian on behalf of the Trustee is subsequently located,
      such original Mortgage Note shall be delivered to
      the
Custodian
      on behalf of the Trustee within three Business Days.

     

    If
      the
      original lender’s title insurance policy was not delivered pursuant to
Section
      2.01(viii)
      above,
      the Depositor shall deliver or cause to be delivered to the Custodian on behalf
      of the Trustee, promptly after receipt thereof, the original lender’s title
      insurance policy. The Depositor shall deliver or cause to be delivered to the
      Custodian on behalf of the Trustee promptly upon receipt thereof any other
      original documents constituting a part of a Mortgage File received with respect
      to any Mortgage Loan, including, but not limited to, any original documents
      evidencing an assumption or modification of any Mortgage Loan.

     

    The
      Trustee shall enforce the obligations of the Seller under the Mortgage Loan
      Purchase Agreement to promptly (within sixty Business Days following the later
      of the Closing Date and the date of receipt by the Trustee of the recording
      information for a Mortgage, but in no event later than ninety days following
      the
      Closing Date) submit or cause to be submitted for recording, at the expense
      of
      the Responsible Party and at no expense to the Trust Fund, the Trustee or the
      Depositor, in the appropriate public office for real property records, each
      Assignment referred to in Sections
      2.01(vi)
      above
      and the Depositor shall execute each original Assignment or cause each original
      Assignment to be executed in the following form: “HSBC Bank USA, National
      Association, as Trustee under the applicable agreement.” In the event that any
      such Assignment is lost or returned unrecorded because of a defect therein,
      the
      Seller shall promptly prepare or cause to be prepared (at the expense of the
      Responsible Party) a substitute Assignment or cure or cause to be cured such
      defect, as the case may be, and thereafter cause each such Assignment to be
      duly
      recorded. If the Responsible Party is unable to pay the cost of recording the
      Assignments, such expense will be paid by the Trustee and shall be reimbursable
      to the Trustee as an Extraordinary Trust Fund Expense. Notwithstanding the
      foregoing, the Trustee shall not be responsible for determining whether any
      Assignment delivered by the Depositor hereunder is in recordable
      form.

     


    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    


    Notwithstanding
      the foregoing, however, for administrative convenience and facilitation of
      servicing and to reduce closing costs, the Assignments shall not be recorded
      unless the Trustee or the Depositor receives written notice that failure to
      record would result in a withdrawal or a downgrading by any Rating Agency of
      the
      rating on any Class of Certificates. Upon receipt of written notice by the
      Trustee from the Applicable Servicer that recording of the Assignments is
      required pursuant to one or more of the conditions set forth in the preceding
      sentence, the Depositor shall be required to deliver such Assignments or shall
      cause such Assignments to be delivered within 30 days following receipt of
      such
      notice.

     

    All
      original documents relating to the Mortgage Loans that are not delivered to
      the
      Custodian on behalf of the Trustee are and shall be held by or on behalf of
      the
      Seller, the Depositor or the Applicable Servicer, as the case may be, in trust
      for the benefit of the Trustee on behalf of the Certificateholders. In the
      event
      that any such original document is required pursuant to the terms of this
Section
      2.01
      to be a
      part of a Mortgage File, such document shall be delivered promptly to the
      Custodian on behalf of the Trustee. Any such original document delivered to
      or
      held by the Depositor that is not required pursuant to the terms of this
Section 2.01
      to be a
      part of a Mortgage File, shall be delivered promptly to the Applicable
      Servicer.

     

    The
      parties hereto understand and agree that it is not intended that any Mortgage
      Loans be included in the Trust that are (a) “high cost” loans under the Home
      Ownership and Equity Protection Act of 1994 or (b) “high cost,” “threshold,”
“covered” or “predatory” loans under any other applicable federal, state or
      local law (including without limitation any regulation or ordinance) (or a
      similarly classified loan using different terminology under a law imposing
      heightened regulatory scrutiny or additional legal liability for residential
      mortgage loans having high interest rates, points and/or fees).

     

    Notwithstanding
      anything to the contrary contained herein, the parties hereto acknowledge that
      the functions of the Trustee with respect to the custody, acceptance, inspection
      and release of Mortgage Files, including but not limited to certain insurance
      policies and documents contemplated by this Agreement and preparation and
      delivery of the certifications shall be performed by the Custodian pursuant
      to
      the terms and conditions of the Custodial Agreement.

     

    SECTION
      2.02 Acceptance
      of REMIC I by Trustee.
      The
      Trustee acknowledges receipt by the Custodian subject to the provisions of
      Section
      2.01
      above
      and subject to any exceptions noted on the exception report described in the
      next paragraph below, of the documents referred to in Section
      2.01
      (other
      than such documents described in Section
      2.01(v))
      and all
      other assets included in the definition
      of “REMIC I”
under
      clauses
      (i),
      (iii),
      (iv)
      and
(v)
      (to the
      extent of amounts attributable thereto deposited into the Certificate Account)
      and declares that it holds and will hold such documents and the other documents
      delivered to it constituting a Mortgage File, and that it, or the Custodian
      on
      its behalf, holds or will hold all such assets and such other assets included
      in
      the definition
      of “REMIC I”
in
      trust for the exclusive use and benefit of all present and future
      Certificateholders.

     


    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    


    The
      Trustee, for the benefit of the Certificateholders, shall cause the Custodian
      on
      its behalf to review each Mortgage File in accordance with the Custodial
      Agreement, on or before the Closing Date, and the Trustee shall cause the
      Custodian to certify in substantially the form attached
      to the Custodial Agreement as Exhibit 1
      that, as
      to each Mortgage Loan listed in the Mortgage Loan Schedule (other than any
      Mortgage Loan paid in full or any Mortgage Loan specifically identified in
      the
      exception report annexed thereto as not being covered by such certification),
      (i) all documents constituting part of such Mortgage File (other than such
      documents described in Section
      2.01(v))
      required
      to be delivered to it pursuant to this Agreement are in its possession, (ii)
      such documents have been reviewed by the Custodian on its behalf and appear
      regular on their face and relate to such Mortgage Loan and (iii) based on
      the Custodian’s examination and only as to the foregoing, the information set
      forth in the Mortgage Loan Schedule that corresponds to items
      (i),
      (ii),
      (x),
      (xi)
      and
(xiv)
      of the
definition
      of “Mortgage Loan Schedule”
      accurately reflects information set forth in the Mortgage File. It is herein
      acknowledged that, in conducting such review, the Trustee (or the Custodian
      on
      its behalf, as applicable) is under no duty or obligation (i) to inspect, review
      or examine any such documents, instruments, certificates or other papers to
      determine whether they are genuine, enforceable, valid, legally binding,
      effective or appropriate for the represented purpose or whether they have
      actually been recorded or are in recordable form or that they are other than
      what they purport to be on their face, (ii) to determine whether any Mortgage
      File should include any of the documents specified in clause
      (v)
      of
Section
      2.01
      or (iii)
      to determine the perfection or priority of any security interest in any such
      documents or instruments. Notwithstanding the foregoing, in conducting the
      review described in this Section
      2.02,
      the
      Trustee (or the Custodian on its behalf, as applicable) shall not be responsible
      for determining (i) if an Assignment is sufficient under the laws of the
      jurisdiction wherein the related Mortgaged Property is located to reflect of
      record the sale of the Mortgage or (ii) if a Mortgage creates a first or second
      lien on, or first or second priority security interest in, a Mortgaged
      Property.

     

    Prior
      to
      the first anniversary date of this Agreement, the Trustee shall cause the
      Custodian to deliver as required under the Custodial Agreement to the Depositor,
      the Trustee, the Securities Administrator and the Applicable Servicer a final
      certification in the form attached to the Custodial Agreement as Exhibit 2
      evidencing the completeness of the Mortgage Files, with any applicable
      exceptions noted thereon, and the Applicable Servicer shall forward a copy
      thereof to any Sub-Servicer.

     

    If
      in the
      process of reviewing the Mortgage Files and making or preparing, as the case
      may
      be, the certifications referred to above, the Custodian, on behalf of the
      Trustee, finds any document or documents constituting a part of a Mortgage
      File
      to be missing or defective in any material respect, at the conclusion of its
      review the Custodian, on behalf of the Trustee shall so notify the Depositor
      and
      the Applicable Servicer. In addition, upon the discovery by the Depositor,
      the
      Applicable Servicer, the Custodian or the Trustee of a breach of any of the
      representations and warranties made by either the Responsible Party or the
      Seller in the related Mortgage Loan Purchase Agreement in respect of any
      Mortgage Loan which materially adversely affects such Mortgage Loan or the
      interests of the Certificateholders in such Mortgage Loan, the party discovering
      such breach shall give prompt written notice to the other parties.

     


    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    


    The
      Trustee shall, at the written request and expense of any Certificateholder,
      cause the Custodian to provide a written report to the Trustee for forwarding
      to
      such Certificateholder of all Mortgage Files released to the Applicable Servicer
      for servicing purposes.

     

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

     

    SECTION
      2.03 Repurchase
      or Substitution of Mortgage Loans by the Responsible Party and the
      Seller.
      (a)
      Upon
      discovery or receipt of notice by a Responsible Officer of any materially
      defective document in, or that a document is missing from, a Mortgage File
      or of
      the breach by the Responsible Party or the Seller of any representation,
      warranty or covenant under the Mortgage Loan Purchase Agreement in respect
      of
      any Mortgage Loan that materially adversely affects the value of such Mortgage
      Loan or the interest therein of the Certificateholders, the Custodian or the
      Trustee shall promptly notify the Seller, the Responsible Party, the Securities
      Administrator and the Applicable Servicer of such defect, missing document
      or
      breach and request that the Responsible Party or the Seller, as applicable,
      deliver such missing document or cure such defect or breach within 60 days
      from
      the date the Responsible Party or the Seller, as applicable, was notified of
      such missing document, defect or breach, and if the Responsible Party or the
      Seller, as applicable, does not deliver such missing document or cure such
      defect or breach in all material respects during such period, the Trustee shall
      enforce the obligations of the Responsible Party or the Seller, as applicable,
      under the Mortgage Loan Purchase Agreement to repurchase such Mortgage Loan
      from
      REMIC I at the Purchase Price within 90 days after the date on which the
      Responsible Party or the Seller, as applicable, was notified (subject to
Section
      2.03(c))
      of such
      missing document, defect or breach, if and to the extent that the Responsible
      Party or the Seller, as applicable, is obligated to do so under the Mortgage
      Loan Purchase Agreement. The Purchase Price for the repurchased Mortgage Loan
      shall be remitted to the Applicable Servicer for deposit in the Custodial
      Account and the Trustee, or the Custodian on behalf of the Trustee, upon receipt
      of written certification from the Applicable Servicer of such deposit, shall
      release to the Responsible Party or the Seller, as applicable, the related
      Mortgage File and the Trustee shall execute and deliver such instruments of
      transfer or assignment, in each case without recourse, as the Responsible Party
      or the Seller, as applicable, shall furnish to it and as shall be necessary
      to
      vest in the Responsible Party or the Seller, as applicable, any Mortgage Loan
      released pursuant hereto. The Trustee shall not have any further responsibility
      with regard to such Mortgage File. In lieu of repurchasing any such Mortgage
      Loan as provided above, if so provided in the Mortgage Loan Purchase Agreement,
      the Responsible Party or the Seller, as applicable, may cause such Mortgage
      Loan
      to be removed from REMIC I (in which case it shall become a Deleted Mortgage
      Loan) and substitute one or more Qualified Substitute Mortgage Loans in the
      manner and subject to the limitations set forth in Section
      2.03(b);
      provided,
      however,
      the
      Responsible Party may not substitute a Qualified Substitute Mortgage Loan for
      any Deleted Mortgage Loan that violates any predatory or abusive lending law.
      It
      is understood and agreed that the obligation of the Responsible Party and the
      Seller to cure or to repurchase (or to substitute for) any Mortgage Loan as
      to
      which a document is missing, a material defect in a constituent document exists
      or as to which such a breach has occurred and is continuing shall constitute
      the
      sole remedy respecting such omission, defect or breach available to the Trustee
      and the Certificateholders.

     


    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    


    (b) Any
      substitution of Qualified Substitute Mortgage Loans for Deleted Mortgage Loans
      made pursuant to Section
      2.03(a)
      must be
      effected prior to the date which is two years after the Startup Day for REMIC
      I.

     

    As
      to any
      Deleted Mortgage Loan for which the Responsible Party or the Seller, as
      applicable, substitutes a Qualified Substitute Mortgage Loan or Loans, such
      substitution shall be effected by the Responsible Party or the Seller, as
      applicable, delivering to the Custodian, on behalf of the Trustee for such
      Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage,
      the Assignment to the Trustee, and such other documents and agreements, with
      all
      necessary endorsements thereon, as are required by Section
      2.01,
      together with an Officer’s Certificate providing that each such Qualified
      Substitute Mortgage Loan satisfies the definition thereof and specifying the
      Substitution Shortfall Amount (as described below), if any, in connection with
      such substitution. In accordance with the Custodial Agreement, the Trustee
      shall
      cause the Custodian to acknowledge receipt for such Qualified Substitute
      Mortgage Loan or Loans and, within ten Business Days thereafter, shall review
      such documents as specified in Section
      2.02
      and
      cause the Custodian to deliver to the Depositor, the Trustee, the Securities
      Administrator and the Applicable Servicer, with respect to such Qualified
      Substitute Mortgage Loan or Loans, a certification substantially in the form
      attached to the Custodial Agreement as Exhibit 1,
      with
      any applicable exceptions noted thereon. Within one year of the date of
      substitution, in accordance with the Custodial Agreement, the Trustee shall
      cause the Custodian to deliver to the Depositor, the Trustee, the Securities
      Administrator and the Applicable Servicer a certification substantially in
      the
      form attached to the Custodial Agreement as Exhibit 2
      attached
      hereto with respect to such Qualified Substitute Mortgage Loan or Loans, with
      any applicable exceptions noted thereon. Monthly Payments due with respect
      to
      Qualified Substitute Mortgage Loans in the month of substitution are not part
      of
      REMIC I and will be retained by the Responsible Party or the Seller, as
      applicable. For the month of substitution, distributions to Certificateholders
      will reflect the Monthly Payment due on such Deleted Mortgage Loan on or before
      the Due Date in the month of substitution, and the Responsible Party or the
      Seller, as applicable, shall thereafter be entitled to retain all amounts
      subsequently received in respect of such Deleted Mortgage Loan. The Depositor
      shall give or cause to be given written notice to the Certificateholders that
      such substitution has taken place, shall amend the Mortgage Loan Schedule to
      reflect the removal of such Deleted Mortgage Loan from the terms of this
      Agreement and the substitution of the Qualified Substitute Mortgage Loan or
      Loans and shall deliver a copy of such amended Mortgage Loan Schedule to the
      Trustee, the Custodian, the Master Servicer and the Securities Administrator.
      Upon such substitution, such Qualified Substitute Mortgage Loan or Loans shall
      constitute part of the Mortgage Pool and shall be subject in all respects to
      the
      terms of this Agreement and the Mortgage Loan Purchase Agreement, including,
      all
      applicable representations and warranties thereof included in the Mortgage
      Loan
      Purchase Agreement.

     


    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    


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

     

    In
      addition, the Responsible Party or the Seller, as applicable, shall obtain
      at
      its own expense and deliver to the Trustee an Opinion of Counsel to the effect
      that such substitution will not cause (a) any federal tax to be imposed on
      any
      Trust REMIC, including without limitation, any federal tax imposed on
“prohibited transactions” under Section 860F(a)(1) of the Code or on
“contributions after the startup date” under Section 860G(d)(1) of the Code, or
      (b) any Trust REMIC to fail to qualify as a REMIC at any time that any
      Certificate is outstanding.

     

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

     

     


    
      
        
        

      

      
        63

        
          

        

      

      
        
        

      

    


    SECTION
      2.04 Representations
      and Warranties of the Master Servicer.

     

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

     

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

     

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

     

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

     

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

     


    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    


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

     

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

     

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

     

    (viii)
       If
      so
      requested by the Depositor on any date, the Master Servicer shall, within five
      Business Days following such request, confirm in writing the accuracy of the
      representations and warranties set forth in this Section or, if any such
      representation and warranty is not accurate as of the date of such request,
      provide reasonably adequate disclosure of the pertinent facts, in writing,
      to
      the requesting party.

     

    It
      is
      understood and agreed that the representations, warranties and covenants set
      forth in this Section
      2.04
      shall
      survive the resignation or termination of the parties hereto and the termination
      of this Agreement and shall inure to the benefit of the Trustee, the Applicable
      Servicer, the Depositor and the Certificateholders.

     

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

     

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

     

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

     


    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    


    (ii) It
      has
      the full corporate power and authority to service each Mortgage Loan, and to
      execute, deliver and perform, and to enter into and consummate the transactions
      contemplated by this Agreement and has duly authorized by all necessary
      corporate action on its part the execution, delivery and performance of this
      Agreement; and this Agreement, assuming the due authorization, execution and
      delivery hereof by the other parties hereto or thereto, as applicable,
      constitutes its legal, valid and binding obligation, enforceable against it
      in
      accordance with its terms, except that (a) the enforceability hereof may be
      limited by bankruptcy, insolvency, moratorium, receivership and other similar
      laws relating to creditors’ rights generally and (b) the remedy of specific
      performance and injunctive and other forms of equitable relief may be subject
      to
      equitable defenses and to the discretion of the court before which any
      proceeding therefor may be brought;

     

    (iii) The
      execution and delivery of this Agreement, the servicing of the Mortgage Loans
      by
      it under this Agreement, the consummation of any other of the transactions
      contemplated by this Agreement, and the fulfillment of or compliance with the
      terms hereof and thereof are in its ordinary course of business and will not
      (A)
      result in a breach of any term or provision of its charter or by-laws or (B)
      conflict with, result in a breach, violation or acceleration of, or result
      in a
      default under, the terms of any other material agreement or instrument to which
      it is a party or by which it may be bound, or (C) constitute a violation of
      any
      statute, order or regulation applicable to it of any court, regulatory body,
      administrative agency or governmental body having jurisdiction over it; and
      it
      is not in breach or violation of any material indenture or other material
      agreement or instrument, or in violation of any statute, order or regulation
      of
      any court, regulatory body, administrative agency or governmental body having
      jurisdiction over it which breach or violation may materially impair its ability
      to perform or meet any of its obligations under this Agreement;

     

    (iv) It
      is an
      approved servicer of conventional mortgage loans for Fannie Mae or Freddie
      Mac
      and is a mortgagee approved by the Secretary of Housing and Urban Development
      pursuant to sections 203 and 211 of the National Housing Act;

     

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

     

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

     


    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    


    (vii) No
      consent, approval, authorization or order of any court or governmental agency
      or
      body is required for its execution, delivery and performance of, or compliance
      with, this Agreement or the consummation of the transactions contemplated hereby
      or thereby, or if any such consent, approval, authorization or order is
      required, it has obtained the same;

     

    (viii) As
      of the
      Closing Date and except as has been otherwise disclosed to the Depositor, or
      disclosed in any public filing; (1) no default or servicing related performance
      trigger has occurred as to any other Pass-Through Transfer due to any act or
      failure to act of the Interim Servicer; (2) no material noncompliance with
      applicable servicing criteria as to any other Pass-Through Transfer has
      occurred, been disclosed or reported by the Interim Servicer; (3) the Interim
      Servicer has not been terminated as servicer in a residential mortgage loan
      Pass-Through Transfer, either due to a servicing default or to application
      of a
      servicing performance test or trigger; (4) no material changes to the Interim
      Servicer’s servicing policies and procedures for similar loans have occurred in
      the preceding three years outside of the normal changes warranted by regulatory
      and product type changes in the portfolio; (5) there are no aspects of the
      Interim Servicer’s financial condition that could have a material adverse impact
      on the performance by the Interim Servicer of its obligations hereunder; (6)
      there are no legal proceedings pending, or known to be contemplated by
      governmental authorities, against the Interim Servicer that could be material
      to
      investors in the securities issued in such Pass-Through Transfer; and (7) there
      are no affiliations, relationships or transactions relating to the Interim
      Servicer of a type that are described under Item 1119 of
      Regulation AB;

     

    (ix) If
      so
      requested by the Depositor on any date, the Interim Servicer shall, within
      five
      Business Days following such request, confirm in writing the accuracy of the
      representations and warranties set forth in this Section or, if any such
      representation and warranty is not accurate as of the date of such request,
      provide reasonably adequate disclosure of the pertinent facts, in writing,
      to
      the requesting party;

     

    (x) As
      a
      condition to the succession to the Interim Servicer or any subservicer as
      servicer or subservicer under this Agreement by any Person (other than a
      servicing transfer on the Interim Servicing Transfer Date) (i) into which the
      Interim Servicer or such subservicer may be merged or consolidated, or (ii)
      which may be appointed as a successor to the Interim Servicer or any
      subservicer, the Interim Servicer shall provide to the Depositor, at least
      15
      calendar days prior to the effective date of such succession or appointment,
      (x)
      written notice to the Depositor of such succession or appointment and (y) in
      writing and in form and substance reasonably satisfactory to the Depositor,
      all
      information reasonably requested by the Depositor in order to comply with its
      reporting obligation under Item 6.02 of Form 8-K with respect to any
      class of asset-backed securities; and

     

    (xi) With
      respect to each Mortgage Loan, the Interim Servicer will furnish information
      regarding the Mortgagor credit files related to such Mortgage Loan to credit
      reporting agencies in compliance with the provisions of the Fair Credit
      Reporting Act and the applicable implementing regulations. 

     


    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    


    (b) Carrington
      Mortgage Services, LLC hereby represents, warrants and covenants to the
      Depositor, the Master Servicer, the Interim Servicer, the Securities
      Administrator and the Trustee, for the benefit of the Certificateholders, that
      as of the Closing Date or as of such date specifically provided
      herein:

     

    (i) It
      is
      duly organized and is validly existing and in good standing under the laws
      of
      the State of Delaware;

     

    (ii) It
      has
      the full corporate power and authority to execute, deliver and perform, and
      to
      enter into and consummate the transactions contemplated by this Agreement and
      has duly authorized by all necessary corporate action on its part the execution,
      delivery and performance of this Agreement; and this Agreement, assuming the
      due
      authorization, execution and delivery hereof by the other parties hereto or
      thereto, as applicable, constitutes its legal, valid and binding obligation,
      enforceable against it in accordance with its terms, except that (a) the
      enforceability hereof may be limited by bankruptcy, insolvency, moratorium,
      receivership and other similar laws relating to creditors’ rights generally and
      (b) the remedy of specific performance and injunctive and other forms of
      equitable relief may be subject to equitable defenses and to the discretion
      of
      the court before which any proceeding therefor may be brought;

     

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

     

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

     

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

     


    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    


    (vi) If
      so
      requested by the Depositor on any date, the Servicer shall, within five Business
      Days following such request, confirm in writing the accuracy of the
      representations and warranties set forth in this Section or, if any such
      representation and warranty is not accurate as of the date of such request,
      provide reasonably adequate disclosure of the pertinent facts, in writing,
      to
      the requesting party; and

     

    (vii) As
      a
      condition to the succession to the Servicer or any subservicer as servicer
      or
      subservicer under this Agreement by any Person (i) into which the Servicer
      or
      such subservicer may be merged or consolidated, or (ii) which may be appointed
      as a successor to the Servicer or any subservicer, the Servicer shall provide
      to
      the Depositor, at least 15 calendar days prior to the effective date of such
      succession or appointment, (x) written notice to the Depositor of such
      succession or appointment and (y) in writing and in form and substance
      reasonably satisfactory to the Depositor, all information reasonably requested
      by the Depositor in order to comply with its reporting obligation under
      Item 6.02 of Form 8-K with respect to any class of asset-backed
      securities.

     

    It
      is
      understood and agreed that the representations, warranties and covenants set
      forth in this Section
      2.05
      shall
      survive delivery of the Mortgage Files to the Custodian on behalf of the Trustee
      and shall inure to the benefit of the Trustee, the Master Servicer, the Interim
      Servicer, the Securities Administrator, the Depositor and the
      Certificateholders. Upon discovery by any of the Interim Servicer, the Servicer,
      the Master Servicer or the Trustee of a breach of any of the foregoing
      representations, warranties and covenants which materially and adversely affects
      the value of any Mortgage Loan or the interests therein of the
      Certificateholders, the party discovering such breach shall give prompt written
      notice (but in no event later than two Business Days following such discovery)
      to the Trustee. Subject to Section
      8.01,
      unless
      such breach shall not be susceptible of cure within 90 days, the obligation
      of
      the Master Servicer, the Servicer or the Interim Servicer, as applicable, as
      set
      forth in this Section
      2.05
      to cure
      breaches shall constitute the sole remedy against the Master Servicer, the
      Servicer or the Interim Servicer, as applicable, available to the
      Certificateholders, the Depositor and the Trustee on behalf of the
      Certificateholders respecting a breach of the representations, warranties and
      covenants contained in this Section
      2.05.
      

     

    SECTION
      2.06 Issuance
      of the REMIC I Regular Interests and the Class R-I Interest.
      The
      Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
      to it of the Mortgage Files, subject to the provisions of Section
      2.01
      and
Section
      2.02,
      together with the assignment to it of all other assets included in REMIC I,
      the
      receipt of which is hereby acknowledged. Concurrently with such assignment
      and
      delivery and in exchange therefor, the Securities Administrator, pursuant to
      the
      written request of the Depositor executed by an officer of the Depositor, has
      executed, authenticated and delivered to or upon the order of the Depositor,
      the
      Class R Certificates (in respect of the Class R-I Interest) in authorized
      denominations. The interests evidenced by the Class R-I Interest, together
      with
      the REMIC I Regular Interests, constitute the entire beneficial ownership
      interest in REMIC I. The rights of the Class R-I Interest and REMIC II (as
      holder of the REMIC I Regular Interest) to receive distributions from the
      proceeds of REMIC I in respect of the Class R-I Interest and the REMIC I Regular
      Interests, and all ownership interests evidenced or constituted by the Class
      R-I
      Interest and the REMIC I Regular Interests, shall be as set forth in this
      Agreement.

     

     


    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    


    SECTION
      2.07 Conveyance
      of the REMIC I Regular Interests; Acceptance of REMIC II by the
      Trustee.
      The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, without recourse
      all the right, title and interest of the Depositor in and to the REMIC I Regular
      Interests for the benefit of the Class R-II Interest and REMIC II (as holder
      of
      the REMIC I Regular Interests). The Trustee acknowledges receipt of the REMIC
      I
      Regular Interests and declares that it holds and will hold the same in trust
      for
      the exclusive use and benefit of all present and future holders of the Class
      R-II Interest and REMIC II (as holder of the REMIC I Regular Interests). The
      rights of the holders of the Class R-II Interest and REMIC II (as holder of
      the
      REMIC I Regular Interests) to receive distributions from the proceeds of REMIC
      II in respect of the Class R-II Interest and REMIC II Regular Interests,
      respectively, and all ownership interests evidenced or constituted by the Class
      R-II Interest and the REMIC II Regular Interests, shall be as set forth in
      this
      Agreement.

     

    SECTION
      2.08 Issuance
      of Class R Certificates.
      The
      Trustee acknowledges the assignment to it of the REMIC Regular Interests and,
      concurrently therewith and in exchange therefor pursuant to the written request
      of the Depositor executed by an officer of the Depositor, the Securities
      Administrator has executed, authenticated and delivered to or upon the order
      of
      the Depositor, the Class R Certificates in authorized
      denominations.

     

    ARTICLE
      III


     

    ADMINISTRATION
      AND SERVICING

    OF
      THE
      MORTGAGE LOANS

     

    SECTION
      3.01 Applicable
      Servicer to Act as Servicer.
      The
      Applicable Servicer shall service and administer the Mortgage Loans on behalf
      of
      the Trust Fund and in the best interests of and for the benefit of the
      Certificateholders (as determined by the Applicable Servicer in its reasonable
      judgment) in accordance with the terms of this Agreement and the respective
      Mortgage Loans and, to the extent consistent with such terms, in the same manner
      in which it services and administers similar mortgage loans for its own
      portfolio, and in accordance with customary and usual standards of practice
      of
      mortgage lenders and loan servicers administering similar mortgage loans but
      without regard to:

     

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

     

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

     


    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

    


    (iii) the
      Applicable Servicer’s obligation to make Advances or Servicing Advances;
      or

     

    (iv) the
      Applicable Servicer’s or any Sub-Servicer’s right to receive compensation for
      its services hereunder or with respect to any particular
      transaction.

     

    To
      the
      extent consistent with the foregoing, the Applicable Servicer (a) shall seek
      to
      maximize the timely and complete recovery of principal and interest on the
      Mortgage Notes and (b) shall not waive (or permit a Sub-Servicer to waive)
      any
      Prepayment Charge unless: (i) the enforceability thereof shall have been limited
      by bankruptcy, insolvency, moratorium, receivership and other similar laws
      relating to creditors’ rights generally, (ii) the enforcement thereof is
      illegal, or any local, state or federal agency has threatened legal action
      if
      the prepayment penalty is enforced, (iii) the mortgage debt has been accelerated
      in connection with a foreclosure or other involuntary payment or (iv) such
      waiver is standard and customary in servicing similar Mortgage Loans and relates
      to a default or a reasonably foreseeable default and would, in the reasonable
      judgment of the Applicable Servicer, maximize recovery of total proceeds taking
      into account the value of such Prepayment Charge and the related Mortgage Loan.
      If a Prepayment Charge is waived but does not meet the standards described
      above, then the Applicable Servicer is required to pay the amount of such waived
      Prepayment Charge, for the benefit of the Class P Certificates, by remitting
      such amount to the Securities Administrator by the Servicer Remittance Date.
      Notwithstanding any other provisions of this Agreement, any payments made by
      the
      Applicable Servicer in respect of any waived Prepayment Charges shall be deemed
      to be paid outside of the Trust Fund.

     

    Subject
      only to the above-described servicing standards and the terms of this Agreement
      and of the respective Mortgage Loans, the Applicable Servicer shall have full
      power and authority, acting alone or through Sub-Servicers as provided in
Section
      3.02,
      to do
      or cause to be done any and all things in connection with such servicing and
      administration which it may deem necessary or desirable. Without limiting the
      generality of the foregoing, the Applicable Servicer in its own name or in
      the
      name of a Sub-Servicer is hereby authorized and empowered by the Trustee when
      the Applicable Servicer believes it appropriate in its best judgment, for the
      benefit of the Certificateholders, in accordance with the servicing standards
      set forth above, to execute and deliver, on behalf of the Trust Fund, the
      Certificateholders and the Trustee or any of them, and upon written notice
      to
      the Trustee and the Master Servicer, any and all instruments of satisfaction
      or
      cancellation, or of partial or full release or discharge, and all other
      comparable instruments, with respect to the Mortgage Loans and the Mortgaged
      Properties and to institute foreclosure proceedings or obtain a deed-in-lieu
      of
      foreclosure so as to convert the ownership of such properties, and to hold
      or
      cause to be held title to such properties, on behalf of the Trustee and
      Certificateholders. The Applicable Servicer shall service and administer the
      Mortgage Loans in accordance with applicable state and federal law and shall
      provide to the Mortgagors any reports required to be provided to them thereby.
      The Applicable Servicer shall also comply in the performance of this Agreement
      with all reasonable rules and requirements of each insurer under any standard
      hazard insurance policy. Subject to Section 3.17,
      the
      Trustee shall execute, at the written request of the Applicable Servicer, and
      furnish to the Applicable Servicer and any Sub-Servicer any special or limited
      powers of attorney and other documents (in form acceptable thereto) necessary
      or
      appropriate to enable the Applicable Servicer or any Sub-Servicer to carry
      out
      their servicing and administrative duties hereunder and the Trustee shall not
      be
      liable for the actions of the Applicable Servicer or any Sub-Servicers under
      such powers of attorney.

     


    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    


    Subject
      to Section
      3.09
      hereof,
      in accordance with the standards of the preceding paragraph, the Applicable
      Servicer shall advance or cause to be advanced funds as necessary for the
      purpose of effecting the timely payment of taxes and assessments on the
      Mortgaged Properties, which advances shall be Servicing Advances reimbursable
      in
      the first instance from related collections from the Mortgagors pursuant to
      Section
      3.09,
      and
      further as provided in Section
      3.11.
      Any
      cost incurred by the Applicable Servicer or by Sub-Servicers in effecting the
      timely payment of taxes and assessments on a Mortgaged Property shall not,
      for
      the purpose of calculating distributions to Certificateholders, be added to
      the
      unpaid principal balance of the related Mortgage Loan, notwithstanding that
      the
      terms of such Mortgage Loan so permit.

     

    The
      Applicable Servicer shall discontinue making Advances with respect to any
      Mortgage Loan secured by a second lien Mortgage that becomes 60 days delinquent.
      If the Applicable Servicer determines that a net recovery is possible through
      foreclosure proceedings or other disposition of the related Mortgage Loan
      secured by a second lien Mortgage that becomes 60 days delinquent, the
      Applicable Servicer may continue making Advances on such Mortgage
      Loan.

     

    Notwithstanding
      anything in this Agreement to the contrary, the Applicable Servicer may not
      make
      any future advances with respect to a Mortgage Loan (except as provided in
      Section
      5.03).

     

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

     

    SECTION
      3.02 Sub-Servicing
      Agreements Between Applicable Servicer and Sub-Servicers.
      (a)
      Subject
      to Section
      16.01(d),
      the
      Applicable Servicer may enter into Sub-Servicing Agreements with Sub-Servicers
      for the servicing and administration of the Mortgage Loans; provided,
      however,
      that
      such agreements would not result in a withdrawal or a downgrading by any Rating
      Agency of the rating on any Class of Certificates. The Trustee, the Securities
      Administrator and the Master Servicer are hereby authorized to acknowledge,
      at
      the request of the Applicable Servicer, any Sub-Servicing Agreement that, based
      on an Officer’s Certificate of the Applicable Servicer delivered to the Trustee,
      the Securities Administrator and the Master Servicer (upon which the Trustee,
      the Securities Administrator and the Master Servicer can conclusively rely),
      meets the requirements applicable to Sub-Servicing Agreements set forth in
      this
      Agreement and that is otherwise permitted under this Agreement.

     

    Each
      Sub-Servicer shall be authorized to transact business in the state or states
      where the related Mortgaged Properties it is to service are situated, if and
      to
      the extent required by applicable law to enable the Sub-Servicer to perform
      its
      obligations hereunder and under the Sub-Servicing Agreement. Each Sub-Servicing
      Agreement must impose on the Sub-Servicer requirements conforming to the
      provisions set forth in Section
      3.08
      and
      provide for servicing of the Mortgage Loans consistent with the terms of this
      Agreement. The Applicable Servicer will 

     


    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    


    examine
      each such Sub-Servicing Agreement and will be familiar with the terms thereof.
      The terms of any Sub-Servicing Agreement will not be inconsistent with any
      of
      the provisions of this Agreement. The Applicable Servicer and the Sub-Servicers
      may enter into and make amendments to the Sub-Servicing Agreements or enter
      into
      different forms of Sub-Servicing Agreements; provided,
      however,
      that
      any such amendments or different forms shall be consistent with and not violate
      the provisions of this Agreement, and that no such amendment or different form
      shall be made or entered into which could be reasonably expected to be
      materially adverse to the interests of the Certificateholders without the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights; provided,
      further,
      that
      the consent of the Holders of Certificates entitled to at least 66% of the
      Voting Rights shall not be required (i) to cure any ambiguity or defect in
      a
      Sub-Servicing Agreement, (ii) to correct, modify or supplement any provisions
      of
      a Sub-Servicing Agreement, or (iii) to make any other provisions with respect
      to
      matters or questions arising under a Sub-Servicing Agreement, which, in each
      case, shall not be inconsistent with the provisions of this Agreement. Any
      variation without the consent of the Holders of Certificates entitled to at
      least 66% of the Voting Rights from the provisions set forth in Section
      3.08
      relating
      to insurance or priority requirements of Sub-Servicing Accounts, or credits
      and
      charges to the Sub-Servicing Accounts or the timing and amount of remittances
      by
      the Sub-Servicers to the Applicable Servicer, are conclusively deemed to be
      inconsistent with this Agreement and therefore prohibited. The Applicable
      Servicer shall deliver to the Trustee, the Securities Administrator and the
      Master Servicer, upon request, copies of all Sub-Servicing Agreements, and
      any
      amendments or modifications thereof, promptly upon the Applicable Servicer’s
      execution and delivery of such instruments.

     

    (b) As
      part
      of its servicing activities hereunder, the Applicable Servicer, for the benefit
      of the Trustee and the Certificateholders, shall enforce the obligations of
      each
      Sub-Servicer under the related Sub-Servicing Agreement, including, without
      limitation, any obligation of a Sub-Servicer to make advances in respect of
      delinquent payments as required by a Sub-Servicing Agreement. Such enforcement,
      including, without limitation, the legal prosecution of claims, termination
      of
      Sub-Servicing Agreements, and the pursuit of other appropriate remedies, shall
      be in such form and carried out to such an extent and at such time as the
      Applicable Servicer, in its good faith business judgment, would require were
      it
      the owner of the related Mortgage Loans. The Applicable Servicer shall pay
      the
      costs of enforcing the obligations of a Sub-Servicer at its own expense, and
      shall be reimbursed therefor only (i) from a general recovery resulting from
      such enforcement, to the extent, if any, that such recovery exceeds all amounts
      due in respect of the related Mortgage Loans, or (ii) from a specific recovery
      of costs, expenses or attorneys’ fees against the party against whom such
      enforcement is directed.

     

    SECTION
      3.03 Successor
      Sub-Servicers.
      The
      Applicable Servicer shall be entitled to terminate any Sub-Servicing Agreement
      and the rights and obligations of any Sub-Servicer pursuant to any Sub-Servicing
      Agreement in accordance with the terms and conditions of such Sub-Servicing
      Agreement. In the event of termination of any Sub-Servicer, all servicing
      obligations of such Sub-Servicer shall be assumed simultaneously by the
      Applicable Servicer without any act or deed on the part of such Sub-Servicer
      or
      the Applicable Servicer, and the Applicable Servicer either shall service
      directly the related Mortgage Loans or shall enter into a Sub-Servicing
      Agreement with a successor Sub-Servicer which qualifies under Section
      3.02.

     


    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    


    Any
      Sub-Servicing Agreement shall include the provision that such agreement may
      be
      immediately terminated by the Applicable Servicer without fee, in accordance
      with the terms of this Agreement, in the event that the entity which served
      as
      Applicable Servicer when such Sub-Servicing Agreement was entered into shall,
      for any reason, no longer be the Applicable Servicer (including termination
      due
      to a Servicer Event of Default).

     

    SECTION
      3.04 Liability
      of Applicable Servicer.
      Notwithstanding any Sub-Servicing Agreement or the provisions of this Agreement
      relating to agreements or arrangements between the Applicable Servicer and
      a
      Sub-Servicer or reference to actions taken through a Sub-Servicer or otherwise,
      the Applicable Servicer shall remain obligated and primarily liable to the
      Trustee and the Certificateholders for the servicing and administering of the
      Mortgage Loans in accordance with the provisions of Section
      3.01
      without
      diminution of such obligation or liability by virtue of such Sub-Servicing
      Agreements or arrangements or by virtue of indemnification from the Sub-Servicer
      and to the same extent and under the same terms and conditions as if the
      Applicable Servicer alone were servicing and administering the Mortgage Loans.
      The Applicable Servicer shall be entitled to enter into any agreement with
      a
      Sub-Servicer for indemnification of the Applicable Servicer by such Sub-Servicer
      and nothing contained in this Agreement shall be deemed to limit or modify
      such
      indemnification.

     

    SECTION
      3.05 No
      Contractual Relationship Between Sub-Servicers, the Trustee or the
      Certificateholders.
      Any
      Sub-Servicing Agreement that may be entered into and any other transactions
      or
      services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
      as such shall be deemed to be between the Sub-Servicer and the Applicable
      Servicer alone, and the Master Servicer, the Trustee and the Certificateholders
      shall not be deemed parties thereto and shall have no claims, rights,
      obligations, duties or liabilities with respect to the Sub-Servicer except
      as
      set forth in Section 3.06.
      The
      Applicable Servicer shall be solely liable for all fees owed by it to any
      Sub-Servicer, irrespective of whether the Applicable Servicer’s compensation
      pursuant to this Agreement is sufficient to pay such fees. The foregoing
      provision shall not in any way limit a Sub-Servicer’s obligation to cure an
      omission or defect.

     

    SECTION
      3.06 Assumption
      or Termination of Sub-Servicing Agreements by the Master Servicer or Successor
      Applicable Servicer.
      In the
      event the Applicable Servicer shall for any reason no longer be the servicer
      hereunder (including by reason of the occurrence of a Servicer Event of
      Default), the successor Applicable Servicer (which may be the Master Servicer
      or
      the Trustee) shall thereupon assume all of the rights and obligations of any
      predecessor Applicable Servicer under each Sub-Servicing Agreement that any
      such
      predecessor Applicable Servicer may have entered into, unless such successor
      Applicable Servicer elects to terminate any Sub-Servicing Agreement in
      accordance with its terms as provided in Section
      3.03.
      Upon
      such assumption, the successor Applicable Servicer (including any successor
      appointed pursuant to Section
      8.02)
      shall be
      deemed, subject to Section
      3.03,
      to have
      assumed all of the Applicable Servicer’s interest therein and to have replaced
      the Applicable Servicer as a party to each Sub-Servicing Agreement to the same
      extent as if each Sub-Servicing Agreement had been assigned to the assuming
      party, except that (i) the predecessor Applicable Servicer shall not thereby
      be
      relieved of any liability or obligations under any Sub-Servicing Agreement
      that
      arose before it ceased to be the Applicable Servicer and (ii) such successor
      Applicable Servicer shall not be deemed to have assumed any liability or
      obligation of the predecessor Applicable Servicer that arose before it ceased
      to
      be the Applicable Servicer.

     


    
      
        
        

      

      
        74

        
          

        

      

      
        
        

      

    


    The
      Applicable Servicer at its expense shall, upon request, deliver to the assuming
      party all documents and records relating to each Sub-Servicing Agreement and
      the
      Mortgage Loans then being serviced and an accounting of amounts collected and
      held by or on behalf of it, and otherwise use its best efforts to effect the
      orderly and efficient transfer of each Sub-Servicing Agreement to the assuming
      party.

     

    The
      Servicing Fee payable to any such successor Applicable Servicer shall be payable
      from payments received on the Mortgage Loans in the amount and in the manner
      set
      forth in this Agreement.

     

    SECTION
      3.07 Collection
      of Certain Mortgage Loan Payments.
      The
      Applicable Servicer shall make reasonable efforts to collect all payments called
      for under the terms and provisions of the Mortgage Loans, and shall, to the
      extent such procedures shall be consistent with this Agreement and the terms
      and
      provisions of any applicable insurance policies, follow such collection
      procedures as it would follow with respect to mortgage loans comparable to
      the
      Mortgage Loans and held for its own account. Consistent with the foregoing,
      the
      Applicable Servicer may in its discretion (i) waive any late payment charge
      or,
      if applicable, any penalty interest, or (ii) extend the due dates for the
      Monthly Payments due on a Mortgage Note for a period of not greater than 180
      days; provided,
      however,
      that
      any extension pursuant to clause
      (ii)
      above
      shall not affect the amortization schedule of any Mortgage Loan for purposes
      of
      any computation hereunder, except as provided below. In the event of any such
      arrangement pursuant to clause
      (ii)
      above,
      the Applicable Servicer shall make timely advances on such Mortgage Loan during
      such extension pursuant to Section
      5.03
      and in
      accordance with the amortization schedule of such Mortgage Loan without
      modification thereof by reason of such arrangement. Notwithstanding the
      foregoing, in the event that any Mortgage Loan is in default or, in the judgment
      of the Applicable Servicer, such default is reasonably foreseeable, the
      Applicable Servicer, consistent with the standards set forth in Section
      3.01,
      may
      also (1) capitalize any amounts owing on the Mortgage Loan by adding such amount
      to the outstanding principal balance of the Mortgage Loan, (2) defer such
      amounts to a later date or the final payment date of such Mortgage Loan, (3)
      extend the maturity of any such Mortgage Loan, (4) amend the related Mortgage
      Note to reduce the related Mortgage Rate with respect to any Mortgage Loan,
      (5)
      convert the Mortgage Rate on any Mortgage Loan from a fixed rate to an
      adjustable rate or vice versa, (6) with respect to an Adjustable-Rate Mortgage
      Loan, extend the fixed period and reduce the adjustable rate period, and/or
      (7)
      forgive the amount of any interest and principal owed by the related Mortgagor;
      provided that, in the Applicable Servicer’s reasonable and prudent
      determination, such waiver, modification, postponement or indulgence: (A) is
      not
      materially adverse to the interests of the Certificateholders on a present
      value
      basis using reasonable assumptions (including taking into account any estimated
      Realized Loss that might result absent such action) and (B) does not amend
      the
      related Mortgage Note to extend the maturity thereof later than the date of
      the
      final maturity date on the latest maturing Mortgage Loan; provided, further,
      with respect to any Mortgage Loan that is not in default or if default is not
      reasonably foreseeable, unless the Applicable Servicer has provided to the
      Trustee and Securities Administrator a certification addressed to the Trustee
      and Securities Administrator, based on the advice of counsel or certified public
      accountants that have a national reputation with respect to taxation of REMICs
      that a modification of such Mortgage Loan (including for this purpose, any
      extension of due dates described in this Section
      3.07(ii)
      above)
      will not result in the imposition of taxes on or disqualify from REMIC status
      any of the REMICs hereunder, the Applicable Servicer shall not permit any
      modification with respect to any Mortgage Loan.

     


    
      
        
        

      

      
        75

        
          

        

      

      
        
        

      

    


    In
      connection with any such modification, the Applicable Servicer may reimburse
      itself from the Trust Fund for any outstanding Advances and Servicing Advances
      at the time of such modification to the extent that such related Advances or
      Servicing Advances are reimbursable to the Applicable Servicer and to the extent
      of the principal portion of each Monthly Payment in the Custodial Account for
      the related Distribution Date. Any such reimbursement shall occur during the
      same calendar month as the modification, and any such reimbursement amounts,
      to
      the extent paid to the Applicable Servicer, will be treated as a Realized Loss
      on the related Mortgage Loans incurred on the Distribution Date related to
      the
      calendar month during which the modification occurred. To the extent Advances
      and Servicing Advances or other amounts owed the Applicable Servicer are
      capitalized, the Applicable Servicer may reimburse itself from the Trust Fund
      on
      a first priority basis to the extent of the principal portion of each Monthly
      Payment for the related Distribution Date.

     

    Notwithstanding
      anything contained in this Section
      3.07
      or any
      other provisions of this Agreement to the contrary, for each Adjustable-Rate
      Mortgage Loan for which the related Mortgage Note permits an increase to the
      related Mortgage Rate on the first Adjustment Date of greater than 1.5% per
      annum, the Applicable Servicer shall service such Adjustable-Rate Mortgage
      Loan
      as if the maximum Mortgage Rate on the first Adjustment Date is limited to
      the
      related initial Mortgage Rate plus 1.5% per annum. Without limiting the
      foregoing, all notices sent by the Applicable Servicer to the Mortgagors of
      such
      Adjustable-Rate Mortgage Loans prior to the first Adjustment Date (including
      at
      least one such notice sent no later than six months prior to such first
      Adjustment Date) notifying
      such Mortgagors of the applicable Mortgage Rate and Monthly Payment effective
      as
      of the first Adjustment Date shall not reflect a rate in excess of the maximum
      Mortgage Rate as set forth in the preceding sentence.

     

    SECTION
      3.08 Sub-Servicing
      Accounts.
      In
      those cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a
      Sub-Servicing Agreement, the Sub-Servicer will be required to establish and
      maintain one or more accounts (collectively, the “Sub-Servicing
      Account”).
      The
      Sub-Servicing Account shall be an Eligible Account and shall comply with all
      requirements of this Agreement relating to the Custodial Account. The
      Sub-Servicer shall deposit in the clearing account in which it customarily
      deposits payments and collections on mortgage loans in connection with its
      mortgage loan servicing activities on a daily basis, and in no event more than
      one Business Day after the Sub-Servicer’s receipt thereof, all proceeds of
      Mortgage Loans received by the Sub-Servicer less its servicing compensation
      to
      the extent permitted by the Sub-Servicing Agreement, and shall thereafter
      deposit such amounts in the Sub-Servicing Account, in no event more than two
      Business Days after the receipt of such amounts. The Sub-Servicer shall
      thereafter deposit such proceeds in the Custodial Account or remit such proceeds
      to the Applicable Servicer for deposit in the Custodial Account not later than
      two Business Days after the deposit of such amounts in the Sub-Servicing
      Account. For purposes of this Agreement, the Applicable Servicer shall be deemed
      to have received payments on the Mortgage Loans when the Sub-Servicer receives
      such payments.

     

     


    
      
        
        

      

      
        76

        
          

        

      

      
        
        

      

    


    SECTION
      3.09 Collection
      of Taxes, Assessments and Similar Items; Servicing Accounts.
      The
      Applicable Servicer shall establish and maintain, or cause to be established
      and
      maintained, one or more accounts (the “Servicing
      Accounts”),
      into
      which all collections from the Mortgagors (or related advances from
      Sub-Servicers) for the payment of taxes, assessments, hazard insurance premiums
      and comparable items for the account of the Mortgagors (“Escrow
      Payments”)
      shall
      be deposited and retained. Servicing Accounts shall be Eligible Accounts. The
      Applicable Servicer shall deposit in the clearing account in which it
      customarily deposits payments and collections on mortgage loans in connection
      with its mortgage loan servicing activities on a daily basis, and in no event
      more than one Business Day after the Applicable Servicer’s receipt thereof, all
      Escrow Payments collected on account of the Mortgage Loans and shall thereafter
      deposit such Escrow Payments in the Servicing Accounts, in no event more than
      two Business Days after the receipt of such Escrow Payments, all Escrow Payments
      collected on account of the Mortgage Loans for the purpose of effecting the
      payment of any such items as required under the terms of this Agreement.
      Withdrawals of amounts from a Servicing Account may be made only to (i) effect
      payment of taxes, assessments, hazard insurance premiums, and comparable items
      in a manner and at a time that assures that the lien priority of the Mortgage
      is
      not jeopardized (or, with respect to the payment of taxes, in a manner and
      at a
      time that avoids the loss of the Mortgaged Property due to a tax sale or the
      foreclosure as a result of a tax lien); (ii) reimburse the Applicable Servicer
      (or a Sub-Servicer to the extent provided in the related Sub-Servicing
      Agreement) out of related collections for any advances made pursuant to
Section
      3.01
      (with
      respect to taxes and assessments) and Section
      3.14
      (with
      respect to hazard insurance); (iii) refund to Mortgagors any sums as may be
      determined to be overages; (iv) pay interest, if required and as described
      below, to Mortgagors on balances in the Servicing Account; or (v) clear and
      terminate the Servicing Account at the termination of the Applicable Servicer’s
      obligations and responsibilities in respect of the Mortgage Loans under this
      Agreement in accordance with Article
      X.
      As part
      of its servicing duties, the Applicable Servicer or Sub-Servicers shall pay
      to
      the Mortgagors interest on funds in the Servicing Accounts, to the extent
      required by law and, to the extent that interest earned on funds in the
      Servicing Accounts is insufficient, to pay such interest from its or their
      own
      funds, without any reimbursement therefor.

     

    SECTION
      3.10 Custodial
      Account and Certificate Account.
      (a)
      On
      behalf of the Trust Fund, the Applicable Servicer shall establish and maintain,
      or cause to be established and maintained, one or more accounts (such account
      or
      accounts, the “Custodial
      Account”),
      held
      in trust for the benefit of the Trustee and the Certificateholders. On behalf
      of
      the Trust Fund, the Applicable Servicer shall deposit or cause to be deposited
      in the clearing account in which it customarily deposits payments and
      collections on mortgage loans in connection with its mortgage loan servicing
      activities on a daily basis, and in no event more than one Business Day after
      the Applicable Servicer’s receipt thereof, and shall thereafter deposit in the
      Custodial Account, in no event more than two Business Days after the Applicable
      Servicer’s receipt thereof, as and when received or as otherwise required
      hereunder, the following payments and collections received or made by it
      subsequent to the Cut-off Date (other than in respect of principal or interest
      on the related Mortgage Loans due on or before the Cut-off Date), or payments
      (other than Principal Prepayments) received by it on or prior to the Cut-off
      Date but allocable to a Due Period subsequent thereto:

     


    
      
        
        

      

      
        77

        
          

        

      

      
        
        

      

    


    (i) all
      payments on account of principal, including Principal Prepayments (but not
      Prepayment Charges), on the Mortgage Loans;

     

    (ii) all
      payments on account of interest (net of the related Servicing Fee) on each
      Mortgage Loan;

     

    (iii) all
      Insurance Proceeds, Liquidation Proceeds (other than proceeds collected in
      respect of any particular REO Property and amounts paid in connection with
      a
      purchase of Mortgage Loans and REO Properties pursuant to Section
      10.01)
      and
      Subsequent Recoveries;

     

    (iv) any
      amounts required to be deposited by the Applicable Servicer pursuant to
Section
      3.12
      in
      connection with any losses realized on Permitted Investments with respect to
      funds held in the Custodial Account;

     

    (v) any
      amounts required to be deposited by the Applicable Servicer pursuant to the
      second paragraph of Section
      3.14(a)
      in
      respect of any blanket policy deductibles;

     

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

     

    (vii) all
      amounts required to be deposited in connection with shortfalls in principal
      amount of Qualified Substitute Mortgage Loans pursuant to Section
      2.03;
      and

     

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

     

    The
      foregoing requirements for deposit in the Custodial Account shall be exclusive,
      it being understood and agreed that, without limiting the generality of the
      foregoing, payments in the nature of late payment charges, modification or
      assumption fees, or insufficient funds charges need not be deposited by the
      Applicable Servicer in the Custodial Account and may be retained by the
      Applicable Servicer as additional compensation. In the event the Applicable
      Servicer shall deposit in the Custodial Account any amount not required to
      be
      deposited therein, it may at any time withdraw such amount from the Custodial
      Account, any provision herein to the contrary notwithstanding.

     

    (b) On
      behalf
      of the Trust Fund, the Securities Administrator shall establish and maintain
      one
      or more accounts (such account or accounts, the “Certificate
      Account”),
      held
      in trust for the benefit of the Trustee, the Trust Fund and the
      Certificateholders. On
      behalf
      of the Trust Fund, the Applicable Servicer shall deliver to the Securities
      Administrator in immediately available funds for deposit in the Certificate
      Account on the Servicer Remittance Date, that portion of the Available
      Distribution Amount (calculated without regard to the references in clause
      (2)
      of the
      definition thereof to amounts that may be withdrawn from the Certificate Account
      or to the Excess Servicing Fee) for the related Distribution Date then on
      deposit in the Custodial Account and the amount of all Prepayment Charges
      collected during the applicable Prepayment Period by the Applicable Servicer
      and
      Servicer Prepayment Charge Payment Amounts in connection with the Principal
      Prepayment of any of the Mortgage Loans then on deposit in the Custodial Account
      and the amount of any funds reimbursable to an Advancing Person pursuant to
      Section
      3.26.
      

     


    
      
        
        

      

      
        78

        
          

        

      

      
        
        

      

    


    (c) On
      or
      prior to the Business Day immediately following each Determination Date, the
      Swap Counterparty shall determine any amounts owed by the Swap Counterparty
      under the Swap Agreement and inform the Securities Administrator in writing
      of
      the amount so calculated.

     

    (d) Funds
      in
      the Custodial Account and the Certificate Account may be invested in Permitted
      Investments in accordance with the provisions set forth in Section
      3.12.
      The
      Applicable Servicer shall give notice to the Trustee, the Securities
      Administrator and the Master Servicer of the location of the Custodial Account
      maintained by it when established and prior to any change thereof. The
      Securities Administrator shall give notice to the Applicable Servicer and the
      Depositor of the location of the Certificate Account when established and prior
      to any change thereof.

     

    (e) Funds
      held in the Custodial Account at any time may be delivered by the Applicable
      Servicer to the Securities Administrator for deposit in an account (which may
      be
      the Certificate Account and must satisfy the standards for the Certificate
      Account as set forth in the definition thereof) and for all purposes of this
      Agreement shall be deemed to be a part of the Custodial Account (and in such
      event, the Applicable Servicer shall provide the Securities Administrator with
      written instructions regarding the investment of such funds); provided,
      however,
      that
      the Securities Administrator shall have the sole authority to withdraw any
      funds
      held pursuant to this subsection (e).
      In the
      event the Applicable Servicer shall deliver to the Securities Administrator
      for
      deposit in the Certificate Account any amount not required to be deposited
      therein, it may at any time request in writing that the Securities Administrator
      withdraw such amount from the Certificate Account and remit to it any such
      amount, any provision herein to the contrary notwithstanding. In no event shall
      the Securities Administrator incur liability as a result of withdrawals from
      the
      Certificate Account at the direction of the Applicable Servicer in accordance
      with the immediately preceding sentence. In addition, the Applicable Servicer
      shall deliver to the Securities Administrator from time to time for deposit,
      and
      the Securities Administrator shall so deposit, in the Certificate
      Account:

     

    (i) any
      Advances, as required pursuant to Section
      5.03;

     

    (ii) any
      amounts required to be deposited pursuant to Section
      3.23(d)
      or
(f)
      in
      connection with any REO Property;

     

    (iii) any
      amounts to be paid in connection with a purchase of Mortgage Loans and REO
      Properties pursuant to Section
      10.01;
      and

     

    (iv) any
      amounts required to be deposited pursuant to Section
      3.24
      in
      connection with any Prepayment Interest Shortfall.

     

     


    
      
        
        

      

      
        79

        
          

        

      

      
        
        

      

    


    (f) The
      Applicable Servicer shall deposit in the Custodial Account any amounts required
      to be deposited pursuant to Section
      3.12(b)
      in
      connection with losses realized on Permitted Investments with respect to funds
      held in the Custodial Account (and the Certificate Account to the extent that
      funds therein are deemed to be part of the Custodial Account).

     

    (g) The
      Master Servicer shall deposit in the Certificate Account any amounts required
      to
      be deposited pursuant to Section
      3.12(b)
      in
      connection with losses realized on Permitted Investments with respect to funds
      held in the Certificate Account.

     

    SECTION
      3.11 Withdrawals
      from the Custodial Account and Certificate Account.
      (a)
      The
      Applicable Servicer shall, from time to time, make withdrawals from the
      Custodial Account for any of the following purposes or as described in
Section
      5.03:

     

    (i) to
      remit
      to the Securities Administrator for deposit in the Certificate Account the
      amounts required to be so remitted pursuant to Section
      3.10(b)
      or
      permitted to be so remitted pursuant to the first sentence of Section
      3.10(e);

     

    (ii) subject
      to Section
      3.16(d),
      to
      reimburse the Applicable Servicer for Advances, but only to the extent of
      amounts received which represent Late Collections (net of the related Servicing
      Fees) of Monthly Payments on Mortgage Loans with respect to which such Advances
      were made in accordance with the provisions of Section
      5.03;

     

    (iii) subject
      to Section
      3.16(d),
      to pay
      the Applicable Servicer or any Sub-Servicer, as applicable, (a) any unpaid
      Servicing Fees, (b) any unreimbursed Servicing Advances with respect to each
      Mortgage Loan, but only to the extent of any Late Collections, Liquidation
      Proceeds, Insurance Proceeds and Subsequent Recoveries received with respect
      to
      such Mortgage Loan and (c) any Nonrecoverable Servicing Advances with respect
      to
      the final liquidation of a Mortgage Loan, but only to the extent that Late
      Collections, Liquidation Proceeds, Insurance Proceeds and Subsequent Recoveries
      received with respect to such Mortgage Loan are insufficient to reimburse the
      Applicable Servicer or any Sub-Servicer for Servicing Advances;

     

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

     

    (v) to
      pay to
      the Applicable Servicer, the Depositor, the Responsible Party or the Seller,
      as
      the case may be, with respect to each Mortgage Loan that has previously been
      purchased or replaced pursuant to Section
      2.03
      or
Section
      3.16(c)
      all
      amounts received thereon subsequent to the date of purchase or substitution,
      as
      the case may be;

     

    (vi) to
      reimburse the Applicable Servicer for any Advance previously made which the
      Applicable Servicer has determined to be a Nonrecoverable Advance in accordance
      with the provisions of Section
      5.03;

     


    
      
        
        

      

      
        80

        
          

        

      

      
        
        

      

    


    (vii) to
      reimburse the Applicable Servicer or the Depositor for expenses incurred by
      or
      reimbursable to the Applicable Servicer or the Depositor, as the case may be,
      pursuant to Section 3.02(b)
      and
Section
      7.03;

     

    (viii) to
      reimburse the Applicable Servicer, the Master Servicer or the Trustee for
      expenses reasonably incurred in connection with any breach or defect giving
      rise
      to the purchase obligation under Section 2.03
      of this
      Agreement, including any expenses arising out of the enforcement of the purchase
      obligation;

     

    (ix) to
      pay,
      or to reimburse the Applicable Servicer for Servicing Advances in respect of,
      expenses incurred in connection with any Mortgage Loan pursuant to Section
      3.16(b);
      and

     

    (x) to
      clear
      and terminate the Custodial Account pursuant to Section
      10.01.

     

    The
      Applicable Servicer shall keep and maintain separate accounting, on a Mortgage
      Loan by Mortgage Loan basis, for the purpose of justifying any withdrawal from
      the Custodial Account, to the extent held by or on behalf of it, pursuant to
      subclauses
      (ii),
      (iii),
      (iv),
      (v),
      (vi),
      (viii)
      and
(ix)
      above.
      The Applicable Servicer shall provide written notification to the Securities
      Administrator, on or prior to the next succeeding Servicer Remittance Date,
      upon
      making any withdrawals from the Custodial Account pursuant to subclauses
      (vi)
      and
(vii)
      above;
      provided that an Officer’s Certificate in the form described under Section
      5.03(d)
      shall
      suffice for such written notification to the Securities Administrator in respect
      of clause
      (vi)
      hereof.

     

    (b) The
      Securities Administrator shall, from time to time, make withdrawals from the
      Certificate Account, for any of the following purposes, without
      priority:

     

    (i) to
      make
      distributions to Certificateholders in accordance with Section 5.01;

     

    (ii) to
      pay to
      itself, the Custodian, the Trustee and the Master Servicer amounts to which
      they
      are entitled pursuant to Section
      9.05
      or any
      other provision of this Agreement or for Extraordinary Trust Fund
      Expenses;

     

    (iii) to
      reimburse itself and the Master Servicer pursuant to Section
      8.02;

     

    (iv) to
      pay
      any amounts in respect of taxes pursuant to Section
      11.01(g)(iii);

     

    (v) to
      pay to
      an Advancing Person reimbursements for Advances and/or Servicing Advances
      pursuant to Section
      3.26;
      and

     

    (vi) to
      clear
      and terminate the Certificate Account pursuant to Section
      10.01.

     

    SECTION
      3.12 Investment
      of Funds in the Custodial Account and the Certificate Account.
      (a)
      The
      Applicable Servicer may direct any depository institution maintaining the
      Custodial Account (for purposes of this Section
      3.12,
      an
“Investment
      Account”)
      and,
      so long as the Securities Administrator’s long-term senior unsecured debt is
      assigned a minimum rating of “A” by Fitch, “A” by S&P or “A2” by Moody’s,
      the Master Servicer may direct any depository institution maintaining the
      Certificate Account (also for purposes of this Section
      3.12,
      an
“Investment
      Account”)
      to
      invest the funds in such Investment Account in one or more Permitted Investments
      bearing interest or sold at a discount, and maturing, unless payable on demand,
      (i) no later than the Business Day immediately preceding the date on which
      such
      funds are required to be withdrawn from such account pursuant to this Agreement,
      if a Person other than the Securities Administrator is the obligor thereon,
      and
      (ii) no later than the date on which such funds are required to be withdrawn
      from such account pursuant to this Agreement, if the Securities Administrator
      is
      the obligor thereon. All such Permitted Investments shall be held to maturity,
      unless payable on demand. Any investment of funds in an Investment Account
      shall
      be made in the name of the Trustee for the benefit of the Applicable Servicer
      or
      the Securities Administrator, as applicable. The Securities Administrator (on
      behalf of the Master Servicer) shall be entitled to sole possession (except
      with
      respect to investment direction of funds held in the Custodial Account and
      any
      income and gain realized thereon) over each such investment, and any certificate
      or other instrument evidencing any such investment shall be delivered directly
      to the Securities Administrator or its agent, together with any document of
      transfer necessary to transfer title to such investment to the Securities
      Administrator or its nominee. In the event amounts on deposit in an Investment
      Account are at any time invested in a Permitted Investment payable on demand,
      the party with investment discretion over such Investment Account
      shall:

     


    
      
        
        

      

      
        81

        
          

        

      

      
        
        

      

    


    (x) consistent
      with any notice required to be given thereunder, demand that payment thereon
      be
      made on the last day such Permitted Investment may otherwise mature hereunder
      in
      an amount equal to the lesser of (1) all amounts then payable thereunder and
      (2)
      the amount required to be withdrawn on such date; and

     

    (y) demand
      payment of all amounts due thereunder promptly upon determination by a
      Responsible Officer of the Securities Administrator that such Permitted
      Investment would not constitute a Permitted Investment in respect of funds
      thereafter on deposit in the Investment Account.

     

    (b) All
      income and gain realized from the investment of funds deposited in the Custodial
      Account and any REO Account held by or on behalf of the Applicable Servicer,
      shall be for the benefit of the Applicable Servicer and shall be subject to
      its
      withdrawal in accordance with Section
      3.11
      or
Section
      3.23,
      as
      applicable. The Applicable Servicer shall deposit in the Custodial Account
      or
      any REO Account, as applicable, the amount of any loss of principal incurred
      in
      respect of any such Permitted Investment made with funds in such accounts
      immediately upon realization of such loss. All income and gain realized from
      the
      investment of funds deposited in the Certificate Account held by or on behalf
      of
      the Securities Administrator, shall be for the benefit of the Master Servicer
      and shall be subject to its withdrawal in accordance with Section
      3.11.
      The
      Master Servicer shall deposit in the Certificate Account the amount of any
      loss
      of principal incurred in respect of any such Permitted Investment made with
      funds in such account immediately upon realization of such loss.

     

    (c) Except
      as
      otherwise expressly provided in this Agreement, if any default occurs in the
      making of a payment due under any Permitted Investment, or if a default occurs
      in any other performance required under any Permitted Investment (of which
      a
      Responsible Officer of the Trustee obtains actual knowledge), the Trustee may
      and, subject to Section
      9.01
      and
Section
      9.02(v),
      upon
      the request of the Holders of Certificates representing more than 50% of the
      Voting Rights allocated to any Class of Certificates, shall take such action as
      may be appropriate to enforce such payment or performance, including the
      institution and prosecution of appropriate proceedings.

     


    
      
        
        

      

      
        82

        
          

        

      

      
        
        

      

    


    (d) The
      Securities Administrator or its Affiliates are permitted to receive additional
      compensation that could be deemed to be in the Securities Administrator’s
      economic self-interest for (i) serving as investment adviser, administrator,
      shareholder servicing agent, custodian or sub-custodian with respect to certain
      of the Permitted Investments and (ii) effecting or using Affiliates to effect
      transactions in certain Permitted Investments. Such compensation shall not
      be
      considered an amount that is reimbursable or payable to the Securities
      Administrator pursuant to Section
      3.11
      or
3.12
      or
      otherwise payable in respect of Extraordinary Trust Fund Expenses.

     

    SECTION
      3.13 [Reserved].

     

    SECTION
      3.14 Maintenance
      of Hazard Insurance and Errors and Omissions and Fidelity
      Coverage.
      (a)
      The
      Applicable Servicer shall cause to be maintained for each Mortgage Loan fire
      insurance with extended coverage on the related Mortgaged Property in an amount
      which is at least equal to the lesser of the current principal balance of such
      Mortgage Loan and the amount necessary to fully compensate for any damage or
      loss to the improvements that are a part of such property on a replacement
      cost
      basis, in each case in an amount not less than such amount as is necessary
      to
      avoid the application of any coinsurance clause contained in the related hazard
      insurance policy. The Applicable Servicer shall also cause to be maintained
      fire
      insurance with extended coverage on each REO Property in an amount which is
      at
      least equal to the lesser of (i) the maximum insurable value of the improvements
      which are a part of such property and (ii) the outstanding principal balance
      of
      the related Mortgage Loan at the time it became an REO Property, plus
      accrued
      interest at the Mortgage Rate and related Servicing Advances. The Applicable
      Servicer will comply in the performance of this Agreement with all reasonable
      rules and requirements of each insurer under any such hazard policies. Any
      amounts to be collected by the Applicable Servicer under any such policies
      (other than amounts to be applied to the restoration or repair of the property
      subject to the related Mortgage or amounts to be released to the Mortgagor
      in
      accordance with the procedures that the Applicable Servicer would follow in
      servicing loans held for its own account, subject to the terms and conditions
      of
      the related Mortgage and Mortgage Note) shall be deposited in the Custodial
      Account, subject to withdrawal pursuant to Section
      3.11,
      if
      received in respect of a Mortgage Loan, or in the REO Account, subject to
      withdrawal pursuant to Section
      3.23,
      if
      received in respect of an REO Property. Any cost incurred by the Applicable
      Servicer in maintaining any such insurance shall not, for the purpose of
      calculating distributions to Certificateholders, be added to the unpaid
      principal balance of the related Mortgage Loan, notwithstanding that the terms
      of such Mortgage Loan so permit. It is understood and agreed that no earthquake
      or other additional insurance is to be required of any Mortgagor other than
      pursuant to such applicable laws and regulations as shall at any time be in
      force and as shall require such additional insurance. If the Mortgaged Property
      or REO Property is at any time in an area identified in the Federal Register
      by
      the Federal Emergency Management Agency as having special flood hazards and
      flood insurance has been made available, the Applicable Servicer will cause
      to
      be maintained a flood insurance policy in respect thereof. Such flood insurance
      shall be in an amount equal to the lesser of (i) the unpaid principal balance
      of
      the related Mortgage Loan and (ii) the maximum amount of such insurance
      available for the related Mortgaged Property under the national flood insurance
      program (assuming that the area in which such Mortgaged Property is located
      is
      participating in such program).

     


    
      
        
        

      

      
        83

        
          

        

      

      
        
        

      

    


    In
      the
      event that the Applicable Servicer shall obtain and maintain a blanket policy
      with an insurer having a General Policy Rating of B or better in Best’s Key
      Rating Guide (or such other rating that is comparable to such rating) insuring
      against hazard losses on all of the Mortgage Loans, it shall conclusively be
      deemed to have satisfied its obligations as set forth in the first two sentences
      of this Section
      3.14,
      it
      being understood and agreed that such policy may contain a deductible clause,
      in
      which case the Applicable Servicer shall, in the event that there shall not
      have
      been maintained on the related Mortgaged Property or REO Property a policy
      complying with the first two sentences of this Section
      3.14,
      and
      there shall have been one or more losses which would have been covered by such
      policy, deposit to the Custodial Account from its own funds the amount not
      otherwise payable under the blanket policy because of such deductible clause.
      In
      connection with its activities as administrator and servicer of the Mortgage
      Loans, the Applicable Servicer agrees to prepare and present, on behalf of
      itself, the Trustee and Certificateholders, claims under any such blanket policy
      in a timely fashion in accordance with the terms of such policy.

     

    (b) The
      Applicable Servicer shall keep in force during the term of this Agreement a
      policy or policies of insurance covering errors and omissions for failure in
      the
      performance of the Applicable Servicer’s obligations under this Agreement, which
      policy or policies shall be in such form and amount that would meet the
      requirements of the FDIC. The Applicable Servicer shall also maintain a fidelity
      bond in the form and amount that would meet the requirements of the FDIC. The
      Applicable Servicer shall be deemed to have complied with this provision if
      an
      Affiliate of the Applicable Servicer has such errors and omissions and fidelity
      bond coverage and, by the terms of such insurance policy or fidelity bond,
      the
      coverage afforded thereunder extends to the Applicable Servicer. Any such errors
      and omissions policy and fidelity bond shall by its terms not be cancelable
      without thirty days prior written notice to the Trustee. The Applicable Servicer
      shall also cause each Sub-Servicer to maintain a policy of insurance covering
      errors and omissions and a fidelity bond which would meet such
      requirements.

     

    SECTION
      3.15 Enforcement
      of Due-On-Sale Clauses; Assumption Agreements.
      The
      Applicable Servicer will, to the extent it has knowledge of any conveyance
      or
      prospective conveyance of any Mortgaged Property by any Mortgagor (whether
      by
      absolute conveyance or by contract of sale, and whether or not the Mortgagor
      remains or is to remain liable under the Mortgage Note and/or the Mortgage),
      exercise its rights to accelerate the maturity of such Mortgage Loan under
      the
“due-on-sale” clause, if any, applicable thereto; provided,
      however,
      that
      the Applicable Servicer shall not be required to take such action if in its
      sole
      business judgment the Applicable Servicer believes it is not in the best
      interests of the Trust Fund and shall not exercise any such rights if prohibited
      by law from doing so. If the Applicable Servicer reasonably believes it is
      unable under applicable law to enforce such “due-on-sale” clause, or if any of
      the other conditions set forth in the proviso to the preceding sentence apply,
      the Applicable Servicer will enter into an assumption and modification agreement
      from or with the 

     


    
      
        
        

      

      
        84

        
          

        

      

      
        
        

      

    


    person
      to
      whom such property has been conveyed or is proposed to be conveyed, pursuant
      to
      which such person becomes liable under the Mortgage Note and, to the extent
      permitted by applicable state law, the Mortgagor remains liable thereon. The
      Applicable Servicer is also authorized to enter into a substitution of liability
      agreement with such person, pursuant to which the original Mortgagor is released
      from liability and such person is substituted as the Mortgagor and becomes
      liable under the Mortgage Note, provided that no such substitution shall be
      effective unless such person satisfies the underwriting criteria of the
      originator and has a credit risk rating at least equal to that of the original
      Mortgagor. In connection with any assumption or substitution, the Applicable
      Servicer shall apply the originator’s underwriting standards and follow such
      practices and procedures as shall be normal and usual in its general mortgage
      servicing activities and as it applies to other mortgage loans owned solely
      by
      it. The Applicable Servicer shall not take or enter into any assumption and
      modification agreement, however, unless (to the extent practicable in the
      circumstances) it shall have received confirmation, in writing, of the continued
      effectiveness of any applicable hazard insurance policy. Any fee collected
      by
      the Applicable Servicer in respect of an assumption, modification or
      substitution of liability agreement shall be retained by the Applicable Servicer
      as additional servicing compensation. In connection with any such assumption,
      no
      material term of the Mortgage Note (including but not limited to the related
      Mortgage Rate and the amount of the Monthly Payment) may be amended or modified,
      except as otherwise required pursuant to the terms thereof. The Applicable
      Servicer shall notify the Trustee and the Securities Administrator that any
      such
      substitution, modification or assumption agreement has been completed by
      forwarding to the Trustee the executed original of such substitution,
      modification or assumption agreement, which document shall be added to the
      related Mortgage File and shall, for all purposes, be considered a part of
      such
      Mortgage File to the same extent as all other documents and instruments
      constituting a part thereof.

     

    Notwithstanding
      the foregoing paragraph or any other provision of this Agreement, the Applicable
      Servicer shall not be deemed to be in default, breach or any other violation
      of
      its obligations hereunder by reason of any assumption of a Mortgage Loan by
      operation of law or by the terms of the Mortgage Note or any assumption which
      the Applicable Servicer may be restricted by law from preventing, for any reason
      whatever. For purposes of this Section
      3.15,
      the
      term “assumption” is deemed to also include a sale (of the Mortgaged Property)
      subject to the Mortgage that is not accompanied by an assumption or substitution
      of liability agreement.

     

    SECTION
      3.16 Realization
      Upon Defaulted Mortgage Loans.
      (a)
      The
      Applicable Servicer shall exercise its discretion, consistent with customary
      servicing procedures and the terms of this Agreement, with respect to the
      enforcement and servicing of defaulted Mortgage Loans in such manner as will
      maximize the receipt of principal and interest with respect thereto, including,
      but not limited to, the modification of such Mortgage Loan, or foreclosure
      upon
      the related Mortgaged Property and disposition thereof.

     

    In
      furtherance of the foregoing, the Applicable Servicer shall use its best
      efforts, consistent with Accepted Servicing Practices, to foreclose upon or
      otherwise comparably convert the ownership of properties securing such of the
      Mortgage Loans as come into and continue in default and as to which no
      satisfactory arrangements can be made for collection of delinquent payments
      pursuant to Section
      3.07.
      The
      Applicable Servicer shall be responsible for all costs and expenses incurred
      by
      it in any such proceedings; provided,
      however,
      that
      such costs and expenses will be recoverable as Servicing Advances by the
      Applicable Servicer as contemplated in Section
      3.11
      and
Section
      3.23
      (provided that any costs and expenses of removing such Mortgage Loans from
      the
      MERS system shall be at the expense of the Applicable Servicer and shall not
      be
      recoverable as a Servicing Advance). The foregoing is subject to the provision
      that, in any case in which Mortgaged Property shall have suffered damage from
      an
      Uninsured Cause, the Applicable Servicer shall not be required to expend its
      own
      funds toward the restoration of such property unless it shall determine in
      its
      discretion that such restoration will increase the proceeds of liquidation
      of
      the related Mortgage Loan after reimbursement to itself for such
      expenses.

     


    
      
        
        

      

      
        85

        
          

        

      

      
        
        

      

    


    (b) Notwithstanding
      the foregoing provisions of this Section
      3.16
      or any
      other provision of this Agreement, with respect to any Mortgage Loan as to
      which
      the Applicable Servicer has received actual notice of, or has actual knowledge
      of, the presence of any toxic or hazardous substance on the related Mortgaged
      Property, the Applicable Servicer shall not, on behalf of the Trust Fund either
      (i) obtain title to such Mortgaged Property as a result of or in lieu of
      foreclosure or otherwise, or (ii) otherwise acquire possession of, or take
      any
      other action with respect to, such Mortgaged Property, if, as a result of any
      such action, the Trustee, the Trust Fund or the Certificateholders would be
      considered to hold title to, to be a “mortgagee-in-possession” of, or to be an
“owner” or “operator” of such Mortgaged Property within the meaning of the
      Comprehensive Environmental Response, Compensation and Liability Act of 1980,
      as
      amended from time to time, or any comparable law, unless the Applicable Servicer
      has also previously determined, based on its reasonable judgment and a report
      prepared by an Independent Person who regularly conducts environmental audits
      using customary industry standards, that:

     

    (1) such
      Mortgaged Property is in compliance with applicable environmental laws or,
      if
      not, that it would be in the best economic interest of the Trust Fund to take
      such actions as are necessary to bring the Mortgaged Property into compliance
      therewith; and

     

    (2) there
      are
      no circumstances present at such Mortgaged Property relating to the use,
      management or disposal of any hazardous substances, hazardous materials,
      hazardous wastes, or petroleum-based materials for which investigation, testing,
      monitoring, containment, clean-up or remediation could be required under any
      federal, state or local law or regulation, or that if any such materials are
      present for which such action could be required, that it would be in the best
      economic interest of the Trust Fund to take such actions with respect to the
      affected Mortgaged Property.

     

    The
      cost
      of the environmental audit report contemplated by this Section
      3.16
      shall be
      advanced by the Applicable Servicer, subject to the Applicable Servicer’s right
      to be reimbursed therefor from the Custodial Account as provided in Section
      3.11(a)(ix),
      such
      right of reimbursement being prior to the rights of Certificateholders to
      receive any amount in the Custodial Account received in respect of the affected
      Mortgage Loan or other Mortgage Loans.

     

    If
      the
      Applicable Servicer determines, as described above, that it is in the best
      economic interest of the Trust Fund to take such actions as are necessary to
      bring any such Mortgaged Property into compliance with applicable environmental
      laws, or to take such action with respect to the containment, clean-up or
      remediation of hazardous substances, hazardous materials, hazardous wastes
      or
      petroleum-based materials affecting any such Mortgaged Property, then the
      Applicable Servicer shall take such action as it deems to be in the best
      economic interest of the Trust Fund; provided that any amounts disbursed by
      the
      Applicable Servicer pursuant to this Section
      3.16(b)
      shall
      constitute Servicing Advances, subject to Section
      5.03(d).
      The
      cost of any such compliance, containment, cleanup or remediation shall be
      advanced by the Applicable Servicer, subject to the Applicable Servicer’s right
      to be reimbursed therefor from the Custodial Account as provided in Section
      3.11(a)(iii)
      and
(a)(ix),
      such
      right of reimbursement being prior to the rights of Certificateholders to
      receive any amount in the Custodial Account received in respect of the affected
      Mortgage Loan or other Mortgage Loans.

     


    
      
        
        

      

      
        86

        
          

        

      

      
        
        

      

    


    (c) The
      Applicable Servicer or its designee may at its option, with ten (10) Business
      Days prior written notice to the Depositor, the Master Servicer and the Seller,
      purchase from REMIC I any Mortgage Loan or related REO Property that is 90
      days
      or more delinquent, which the Applicable Servicer, or its designee, as
      applicable, determines in good faith will otherwise become subject to
      foreclosure proceedings (evidence of such determination to be delivered in
      writing to the Master Servicer, in form and substance satisfactory to the Master
      Servicer prior to purchase), at a price equal to the Purchase Price;
provided,
      however,
      that
      the Applicable Servicer, or its designee, as applicable, shall purchase any
      such
      Mortgage Loans or related REO Properties on the basis of delinquency, purchasing
      the most delinquent Mortgage Loans or related REO Properties first. The Purchase
      Price for any Mortgage Loan or related REO Property purchased hereunder shall
      be
      deposited in the Custodial Account by the Applicable Servicer, and the Custodian
      on behalf of the Trustee, upon receipt of written certification from the
      Applicable Servicer of such deposit, shall release or cause to be released
      to
      the Applicable Servicer the related Mortgage File and the Trustee shall execute
      and deliver such instruments of transfer or assignment, in each case without
      recourse, as the Applicable Servicer shall furnish and as shall be necessary
      to
      vest in the Applicable Servicer title to any Mortgage Loan or related REO
      Property released pursuant hereto.

     

    (d) Proceeds
      received in connection with any Final Recovery Determination, as well as any
      recovery resulting from a partial collection of Insurance Proceeds, Liquidation
      Proceeds or Subsequent Recoveries, in respect of any Mortgage Loan, will be
      applied in the following order of priority: first, to reimburse the Applicable
      Servicer or any Sub-Servicer for any related unreimbursed Servicing Advances
      and
      Advances, pursuant to Section
      3.11(a)(ii)
      or
(a)(iii);
      second,
      to accrued and unpaid interest on the Mortgage Loan, to the date of the Final
      Recovery Determination, or to the Due Date prior to the Distribution Date on
      which such amounts are to be distributed if not in connection with a Final
      Recovery Determination; and third, as a recovery of principal of the Mortgage
      Loan. If the amount of the recovery so allocated to interest is less than the
      full amount of accrued and unpaid interest due on such Mortgage Loan, the amount
      of such recovery will be allocated by the Applicable Servicer as follows: first,
      to unpaid Servicing Fees; and second, to the balance of the interest then due
      and owing. The portion of the recovery so allocated to unpaid Servicing Fees
      shall be reimbursed to the Applicable Servicer or any Sub-Servicer pursuant
      to
Section
      3.11(a)(iii).

     

     


    
      
        
        

      

      
        87

        
          

        

      

      
        
        

      

    


    SECTION
      3.17 Trustee
      and Custodian to Cooperate; Release of Mortgage Files.
      (a) Upon
      the payment in full of any Mortgage Loan, or upon receipt by the Applicable
      Servicer of a notification that payment in full shall be escrowed in a manner
      customary for such purposes, the Applicable Servicer shall immediately notify
      or
      cause to be notified the Custodian by a certification in the form of
Exhibit
      E
      or such
      form mutually agreed upon by the Applicable Servicer and the Custodian (which
      certification may be in electronic form and shall include a statement to the
      effect that all amounts received or to be received in connection with such
      payment which are required to be deposited in the Custodial Account pursuant
      to
Section
      3.10
      have
      been or will be so deposited) of a Servicing Officer and shall request delivery
      to it of the Mortgage File. Upon receipt of such certification and request,
      the
      Custodian on behalf of the Trustee shall promptly release the related Mortgage
      File to the Applicable Servicer at no cost to the Trustee, the Custodian or
      the
      Trust Fund. No expenses incurred in connection with any instrument of
      satisfaction or deed of reconveyance shall be chargeable to the Custodial
      Account or the Certificate Account.

     

    (b) From
      time
      to time and as appropriate for the servicing or foreclosure of any Mortgage
      Loan, including, for this purpose, collection under any insurance policy
      relating to the Mortgage Loans, the Trustee (or the Custodian on behalf of
      the
      Trustee) shall, upon any request made by or on behalf of the Applicable Servicer
      and delivery to the Custodian of a Request for Release in the form of
Exhibit
      E
      or such
      form mutually agreed upon by the Applicable Servicer and the Custodian, release
      the related Mortgage File to the Applicable Servicer, and the Trustee shall,
      at
      the direction of the Applicable Servicer, execute such documents as shall be
      necessary to the prosecution of any such proceedings. Such Request for Release
      shall obligate the Applicable Servicer to return each and every document
      previously requested from the Mortgage File to the Custodian on behalf of the
      Trustee when the need therefor by the Applicable Servicer no longer exists,
      unless (i) the Mortgage Loan has been liquidated and the Liquidation Proceeds
      relating to the Mortgage Loan have been deposited in the Custodial Account
      or
      (ii) the Mortgage File or such document has been delivered to an attorney,
      or to
      a public trustee or other public official as required by law, for purposes
      of
      initiating or pursuing legal action or other proceedings for the foreclosure
      of
      the Mortgaged Property either judicially or non-judicially, and the Applicable
      Servicer has delivered, or caused to be delivered, to the Custodian an
      additional Request for Release certifying as to such liquidation or action
      or
      proceedings. Upon the request of the Trustee (or the Custodian on behalf of
      the
      Trustee), the Applicable Servicer shall provide notice to the Trustee (or the
      Custodian on behalf of the Trustee of the name and address of the Person to
      which such Mortgage File or such document was delivered and the purpose or
      purposes of such delivery. Upon receipt of a certificate of a Servicing Officer
      stating that such Mortgage Loan was liquidated and that all amounts received
      or
      to be received in connection with such liquidation that are required to be
      deposited into the Custodial Account have been so deposited, or that such
      Mortgage Loan has become an REO Property, any outstanding Requests for Release
      with respect to such Mortgage Loan shall be released by the Trustee (or the
      Custodian on behalf of the Trustee) to the Applicable Servicer or its
      designee.

     

    (c) Upon
      written certification of a Servicing Officer, the Trustee shall execute and
      deliver to the Applicable Servicer or the Sub-Servicer, as the case may be,
      any
      court pleadings, requests for trustee’s sale or other documents necessary to the
      foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal
      action brought to obtain judgment against any Mortgagor on the Mortgage Note
      or
      Mortgage or to obtain a deficiency judgment, or to enforce any other remedies
      or
      rights provided by the Mortgage Note or Mortgage or otherwise available at
      law
      or in equity. Each such certification shall include a request that such
      pleadings or documents be executed by the Trustee and a statement as to the
      reason such documents or pleadings are required and that the execution and
      delivery thereof by the Trustee will not invalidate or otherwise affect the
      lien
      of the Mortgage, except for the termination of such a lien upon completion
      of
      the foreclosure or trustee’s sale.

     

     


    
      
        
        

      

      
        88

        
          

        

      

      
        
        

      

    


    SECTION
      3.18 Servicing
      Compensation.
      As
      compensation for the activities of the Applicable Servicer hereunder, the
      Applicable Servicer shall be entitled to the Servicing Fee with respect to
      each
      Mortgage Loan payable monthly solely from payments of interest in respect of
      such Mortgage Loan, subject to Section
      3.24.
      In
      addition, the Applicable Servicer shall be entitled to recover unpaid Servicing
      Fees out of Insurance Proceeds, Liquidation Proceeds or Subsequent Recoveries
      to
      the extent permitted by Section
      3.11(a)(iii)
      and out
      of amounts derived from the operation and sale of an REO Property to the extent
      permitted by Section
      3.23.
      Except
      as provided in Sections
      3.26,
      the
      right to receive the Servicing Fee may not be transferred in whole or in part
      except in connection with the transfer of all of the Applicable Servicer’s
      responsibilities and obligations under this Agreement; provided,
      however,
      that
      the Applicable Servicer may pay from the Servicing Fee any amounts due to a
      Sub-Servicer pursuant to a Sub-Servicing Agreement entered into under
Section
      3.02.
      

     

    Additional
      servicing compensation in the form of assumption fees, late payment charges,
      insufficient funds charges or otherwise (subject to Section
      3.24
      and
      other than Prepayment Charges) shall be retained by the Applicable Servicer
      only
      to the extent such fees or charges are received by the Applicable Servicer.
      The
      Applicable Servicer shall also be entitled pursuant to Section
      3.11(a)(iv)
      to
      withdraw from the Custodial Account and pursuant to Section
      3.23(b)
      to
      withdraw from any REO Account, as additional servicing compensation, interest
      or
      other income earned on deposits therein, subject to Section
      3.12
      and
Section
      3.24.
      The
      Applicable Servicer shall be required to pay all expenses incurred by it in
      connection with its servicing activities hereunder (including premiums for
      the
      insurance required by Section
      3.14,
      to the
      extent such premiums are not paid by the related Mortgagors or by a
      Sub-Servicer, servicing compensation of each Sub-Servicer, and to the extent
      provided herein in Section
      9.05,
      the
      expenses of the Trustee and Securities Administrator) and shall not be entitled
      to reimbursement therefor except as specifically provided herein.

     

    SECTION
      3.19 Reports
      to the Trustee and Others; Custodial Account Statements.
      Not
      later than twenty days after each Distribution Date, the Applicable Servicer
      shall forward to the Trustee (upon the Trustee’s request), the Master Servicer,
      the Securities Administrator and the Depositor the most current available bank
      statement for the Custodial Account. Copies of such statement shall be provided
      by the Securities Administrator to any Certificateholder and to any Person
      identified to the Securities Administrator as a prospective transferee of a
      Certificate, upon request at the expense of the requesting party, provided
      such
      statement is delivered by the Applicable Servicer to the Securities
      Administrator.

     

    SECTION
      3.20 [Reserved].

     

    
      
        
        

      

      
        89

        
          

        

      

      
        
        

      

    

     

    SECTION
      3.21 [Reserved].

     

    SECTION
      3.22 Access
      to Certain Documentation.
      The
      Applicable Servicer shall provide to the Office of Thrift Supervision, the
      FDIC,
      and any other federal or state banking or insurance regulatory authority that
      may exercise authority over any Certificateholder or Certificate Owner, access
      to the documentation in the Applicable Servicer’s possession regarding the
      Mortgage Loans required by applicable laws and regulations. Such access shall
      be
      afforded without charge, but only upon reasonable request and during normal
      business hours at the offices of the Applicable Servicer designated by it.
      In
      addition, access to the documentation in the Applicable Servicer’s possession
      regarding the Mortgage Loans will be provided to any Certificateholder or
      Certificate Owner, the Trustee, the Master Servicer and to any Person identified
      to the Applicable Servicer as a prospective transferee of a Certificate;
provided,
      however,
      that
      providing access to such Person will not violate any applicable laws, upon
      reasonable request during normal business hours at the offices of the Applicable
      Servicer designated by it at the expense of the Person requesting such
      access.

     

    SECTION
      3.23 Title,
      Management and Disposition of REO Property.
      (a)
      The deed
      or certificate of sale of any REO Property shall be taken in the name of the
      Trustee, or its nominee, on behalf of the Trust Fund and for the benefit of
      the
      Certificateholders. The Applicable Servicer, on behalf of REMIC I, shall either
      sell any REO Property prior to the end of the third taxable year after REMIC
      I
      acquires ownership of such REO Property for purposes of Section 860G(a)(8)
      of
      the Code or request from the Internal Revenue Service, no later than 60 days
      before the day on which the three-year grace period would otherwise expire,
      an
      extension of the three-year grace period, unless the Applicable Servicer shall
      have delivered to the Trustee and the Securities Administrator an Opinion of
      Counsel, addressed to the Trustee, the Securities Administrator and the
      Depositor, to the effect that the holding by REMIC I of such REO Property
      subsequent to three years after its acquisition will not result in the
      imposition on any Trust REMIC of taxes on “prohibited transactions” thereof, as
      defined in Section 860F of the Code, or cause any Trust REMIC to fail to qualify
      as a REMIC under Federal law at any time that any Certificates are outstanding.
      The Applicable Servicer shall manage, conserve, protect and operate each REO
      Property for the Certificateholders solely for the purpose of its prompt
      disposition and sale in a manner which does not cause such REO Property to
      fail
      to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of
      the Code or result in the receipt by any Trust REMIC of any “income from
      non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code,
      or any “net income from foreclosure property” which is subject to taxation under
      the REMIC Provisions.

     

    (b) The
      Applicable Servicer shall segregate and hold all funds collected and received
      in
      connection with the operation of any REO Property separate and apart from its
      own funds and general assets and shall establish and maintain, or cause to
      be
      established and maintained, with respect to REO Properties, an account held
      in
      trust for the Trustee for the benefit of the Certificateholders (the
“REO
      Account”),
      which
      shall be an Eligible Account. The Applicable Servicer shall be permitted to
      allow the Custodial Account to serve as the REO Account, subject to separate
      ledgers for each REO Property. Notwithstanding anything in this Agreement to
      the
      contrary, the Interim Servicer shall not establish or maintain an REO Account
      but shall maintain the Custodial Account to serve as the REO Account in
      accordance with the immediately preceding sentence. The Applicable Servicer
      shall be entitled to retain or withdraw any interest income paid on funds
      deposited in the REO Account.

     


    
      
        
        

      

      
        90

        
          

        

      

      
        
        

      

    


    (c) The
      Applicable Servicer shall have the sole discretion to determine whether an
      immediate sale of an REO Property or continued management of such REO Property
      is in the best interests of the Certificateholders. In furtherance of the
      foregoing, the Applicable Servicer shall have full power and authority, subject
      only to the specific requirements and prohibitions of this Agreement, to do
      any
      and all things in connection with any REO Property as are consistent with the
      manner in which the Applicable Servicer manages and operates similar property
      owned by the Applicable Servicer or any of its Affiliates, all on such terms
      and
      for such period as the Applicable Servicer deems to be in the best interests
      of
      Certificateholders. In connection therewith, the Applicable Servicer shall
      deposit, or cause to be deposited in the clearing account in which it
      customarily deposits payments and collections on mortgage loans in connection
      with its mortgage loan servicing activities on a daily basis, and in no event
      more than one Business Day after the Applicable Servicer’s receipt thereof, and
      shall thereafter deposit in the REO Account, in no event more than two Business
      Days after the Applicable Servicer’s receipt thereof, all revenues received by
      it with respect to an REO Property and shall withdraw therefrom funds necessary
      for the proper operation, management and maintenance of such REO Property
      including, without limitation:

     

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

     

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

     

    (iii) all
      costs
      and expenses necessary to maintain such REO Property.

     

    To
      the
      extent that amounts on deposit in the REO Account with respect to an REO
      Property are insufficient for the purposes set forth in clauses
      (i)
      through
(iii)
      above
      with respect to such REO Property, the Applicable Servicer shall advance from
      its own funds such amount as is necessary for such purposes if, but only if,
      the
      Applicable Servicer would make such advances if the Applicable Servicer owned
      the REO Property and if in the Applicable Servicer’s judgment, the payment of
      such amounts will be recoverable from the rental or sale of the REO
      Property.

     

    Notwithstanding
      the foregoing, the Applicable Servicer shall not and the Trustee shall not
      knowingly authorize the Applicable Servicer to:

     

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

     

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

     

    (iii) authorize
      any construction on any REO Property, other than the completion of a building
      or
      other improvement thereon, and then only if more than ten percent of the
      construction of such building or other improvement was completed before default
      on the related Mortgage Loan became imminent, all within the meaning of Section
      856(e)(4)(B) of the Code; or

     


    
      
        
        

      

      
        91

        
          

        

      

      
        
        

      

    


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

     

    unless,
      in any such case, the Applicable Servicer has obtained an Opinion of Counsel,
      provided to the Applicable Servicer and the Trustee, to the effect that such
      action will not cause such REO Property to fail to qualify as “foreclosure
      property” within the meaning of Section 860G(a)(8) of the Code at any time that
      it is held by REMIC I, in which case the Applicable Servicer may take such
      actions as are specified in such Opinion of Counsel.

     

    The
      Applicable Servicer may contract with any Independent Contractor for the
      operation and management of any REO Property, provided that:

     

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

     

    (ii) any
      such
      contract shall require, or shall be administered to require, that the
      Independent Contractor pay all costs and expenses incurred in connection with
      the operation and management of such REO Property, including those listed above
      and remit all related revenues (net of such costs and expenses) to the
      Applicable Servicer as soon as practicable, but in no event later than thirty
      days following the receipt thereof by such Independent Contractor;

     

    (iii) none
      of
      the provisions of this Section
      3.23(c)
      relating
      to any such contract or to actions taken through any such Independent Contractor
      shall be deemed to relieve the Applicable Servicer of any of its duties and
      obligations to the Trustee on behalf of the Certificateholders with respect
      to
      the operation and management of any such REO Property; and

     

    (iv) the
      Applicable Servicer shall be obligated with respect thereto to the same extent
      as if it alone were performing all duties and obligations in connection with
      the
      operation and management of such REO Property.

     

    The
      Applicable Servicer shall be entitled to enter into any agreement with any
      Independent Contractor performing services for it related to its duties and
      obligations hereunder for indemnification of the Applicable Servicer by such
      Independent Contractor, and nothing in this Agreement shall be deemed to limit
      or modify such indemnification. The Applicable Servicer shall be solely liable
      for all fees owed by it to any such Independent Contractor, irrespective of
      whether the Applicable Servicer’s compensation pursuant to Section
      3.18
      is
      sufficient to pay such fees; provided,
      however,
      that to
      the extent that any payments made by such Independent Contractor would
      constitute Servicing Advances if made by the Applicable Servicer, such amounts
      shall be reimbursable as Servicing Advances made by the Applicable
      Servicer.

     


    
      
        
        

      

      
        92

        
          

        

      

      
        
        

      

    


    (d) In
      addition to the withdrawals permitted under Section
      3.23(c),
      the
      Applicable Servicer may from time to time make withdrawals from the REO Account
      for any REO Property: (i) to pay itself or any Sub-Servicer unpaid Servicing
      Fees in respect of the related Mortgage Loan; and (ii) to reimburse itself
      or any Sub-Servicer for unreimbursed Servicing Advances and Advances made in
      respect of such REO Property or the related Mortgage Loan. On the Servicer
      Remittance Date, the Applicable Servicer shall withdraw from each REO Account
      maintained by it and deposit into the Certificate Account in accordance with
      Section
      3.10(d)(ii),
      for
      distribution on the related Distribution Date in accordance with Section
      5.01,
      the
      income from the related REO Property received during the prior calendar month,
      net of any withdrawals made pursuant to Section
      3.23(c)
      or this
Section
      3.23(d).

     

    (e) Subject
      to the time constraints set forth in Section
      3.23(a),
      each
      REO Disposition shall be carried out by the Applicable Servicer at such price
      and upon such terms and conditions as the Applicable Servicer shall deem
      necessary or advisable, as shall be normal and usual in its Accepted Servicing
      Practices.

     

    (f) The
      proceeds from the REO Disposition, net of any amount required by law to be
      remitted to the Mortgagor under the related Mortgage Loan and net of any payment
      or reimbursement to the Applicable Servicer or any Sub-Servicer as provided
      above, shall be deposited in the Certificate Account in accordance with
Section
      3.10(d)(ii)
      on the
      Servicer Remittance Date in the month following the receipt thereof for
      distribution on the related Distribution Date in accordance with Section
      5.01.
      Any REO
      Disposition shall be for cash only (unless changes in the REMIC Provisions
      made
      subsequent to the Startup Day allow a sale for other
      consideration).

     

    (g) The
      Applicable Servicer shall file information (and shall provide a certification
      of
      a Servicing Officer to the Master Servicer that such filings have been made)
      returns with respect to the receipt of mortgage interest received in a trade
      or
      business, reports of foreclosures and abandonments of any Mortgaged Property
      and
      cancellation of indebtedness income with respect to any Mortgaged Property
      as
      required by Sections 6050H, 6050J and 6050P of the Code, respectively. Such
      reports shall be in form and substance sufficient to meet the reporting
      requirements imposed by such Sections 6050H, 6050J and 6050P of the
      Code.

     

    SECTION
      3.24 Obligations
      of the Applicable Servicer in Respect of Prepayment Interest
      Shortfalls.
      The
      Applicable Servicer shall deliver to the Securities Administrator for deposit
      into the Certificate Account on the Servicer Remittance Date from its own funds
      an amount equal to the lesser of (i) the aggregate of the Prepayment Interest
      Shortfalls for the related Distribution Date resulting from Principal
      Prepayments in full during the related Prepayment Period and (ii) the aggregate
      Servicing Fee for the related Due Period. Any amounts paid by the Applicable
      Servicer pursuant to this Section
      3.24
      shall
      not be reimbursed by any Trust REMIC or the Trust Fund.

     

    SECTION
      3.25 Obligations
      of the Applicable Servicer in Respect of Mortgage Rates and Monthly
      Payments.
      In the
      event that a shortfall in any collection on or liability with respect to any
      Mortgage Loan results from or is attributable to adjustments to Mortgage Rates,
      Monthly Payments or Stated Principal Balances that were made by the Applicable
      Servicer in a manner not consistent with the terms of the related Mortgage
      Note,
      or with applicable laws, regulations and rulings and this Agreement, the
      Applicable Servicer, upon discovery or receipt of notice thereof, shall
      immediately deliver to the Securities Administrator for deposit in the
      Certificate Account from its own funds the amount of any such shortfall and
      shall indemnify and hold harmless the Trust Fund, the Securities Administrator,
      the Master Servicer, the Depositor and any successor servicer in respect of
      any
      such liability. Such indemnities shall survive the termination or discharge
      of
      this Agreement. Notwithstanding the foregoing, this Section
      3.25
      shall
      not limit the ability of the Applicable Servicer to seek recovery of any such
      amounts from the related Mortgagor under the terms of the related Mortgage
      Note,
      as permitted by law.

     

     


    
      
        
        

      

      
        93

        
          

        

      

      
        
        

      

    


    SECTION
      3.26 Advance
      Facility.
      (a)
      The
      Applicable Servicer is hereby authorized to enter into a financing or other
      facility (any such arrangement an “Advance
      Facility”)
      with
      any Person which provides that such Person (an “Advancing
      Person”)
      may
      fund Advances and/or Servicing Advances to the Trust Fund under this Agreement
      (in which event, the Applicable Servicer shall promptly provide notice thereof
      to the Trustee and Securities Administrator), although no such facility shall
      reduce or otherwise affect the Applicable Servicer’s obligation to fund such
      Advances and/or Servicing Advances. If the Applicable Servicer enters into
      such
      an Advance Facility pursuant to this Section
      3.26,
      upon
      reasonable request of the Advancing Person, the Trustee shall execute a letter
      of acknowledgment, confirming its receipt of notice of the existence of such
      Advance Facility. To the extent that an Advancing Person funds any Advance
      or
      any Servicing Advance and the Applicable Servicer provides the Trustee and
      the
      Securities Administrator with an Officer’s Certificate that such Advancing
      Person is entitled to reimbursement, such Advancing Person shall be entitled
      to
      receive reimbursement pursuant to this Agreement for such amount to the extent
      provided in Section
      3.26(b).
      Such
      Officer’s Certificate must specify the amount of the reimbursement, the Section
      of this Agreement that permits the applicable Advance or Servicing Advance
      to be
      reimbursed and the section(s) of the Advance Facility that entitle the Advancing
      Person to request reimbursement from the Securities Administrator, rather than
      the Applicable Servicer or proof of an event of default under the Advance
      Facility. The Securities Administrator and the Master Servicer shall have no
      duty or liability with respect to any calculation of any reimbursement to be
      paid to an Advancing Person and shall be entitled to rely without independent
      investigation on the Advancing Person’s notice provided pursuant to this
Section
      3.26.
      The
      Securities Administrator and the Master Servicer shall have no responsibility
      to
      track or monitor the administration of the Advance Facility. An Advancing Person
      whose obligations hereunder are limited to the funding of Advances and/or
      Servicing Advances shall not be required to meet the qualifications of the
      Applicable Servicer or a Sub-Servicer pursuant to Section
      3.02
      hereof
      and will not be deemed to be a Sub-Servicer under this Agreement.

     

    (b) If
      an
      advancing facility is entered into, then the Applicable Servicer shall not
      be
      permitted to reimburse itself therefor under Section
      3.11(a)(ii),
      Section
      3.11(a)(iii)
      and
Section
      3.11(a)(vi)
      prior to
      the remittance to the Trust Fund, but instead the Applicable Servicer shall
      remit such amounts in accordance with the documentation establishing the Advance
      Facility to such Advancing Person or to a trustee, agent or custodian (an
“Advance
      Facility Trustee”)
      designated by such Advancing Person. The Securities Administrator is hereby
      authorized to pay to the Advancing Person, reimbursements for Advances and
      Servicing Advances from the Certificate Account to the same extent the
      Applicable Servicer would have been permitted to reimburse itself for such
      Advances and/or Servicing Advances in accordance with Section
      3.11(a)(ii),
      Section
      3.11(a)(iii)
      and
Section
      3.11(a)(vi),
      as the
      case may be, had the Applicable Servicer itself funded such Advance or Servicing
      Advance. The Securities Administrator is hereby authorized to pay directly
      to
      the Advancing Person such portion of the Servicing Fee as the parties to any
      advancing facility agree in writing.

     


    
      
        
        

      

      
        94

        
          

        

      

      
        
        

      

    


    (c) All
      Advances and Servicing Advances made pursuant to the terms of this Agreement
      shall be deemed made and shall be reimbursed on a “first in-first out” (FIFO)
      basis.

     

    (d) Any
      amendment to this Section
      3.26
      or to
      any other provision of this Agreement that may be necessary or appropriate
      to
      effect the terms of an Advance Facility as described generally in this
Section
      3.26,
      including amendments to add provisions relating to a successor Servicer, may
      be
      entered into by the Trustee, the Interim Servicer, the Master Servicer, the
      Securities Administrator, the Servicer and the Depositor without the consent of
      any Certificateholder, notwithstanding anything to the contrary in this
      Agreement; provided,
      however,
      such
      amendment shall otherwise comply with Section
      14.01
      hereof.
      All costs and expenses (including attorneys’ fees) of each party hereto related
      to such amendment shall be borne by the Applicable Servicer without
      reimbursement from the Trust Fund.

     

    SECTION
      3.27. Successor
      to Applicable Servicer.
      Upon a
      transfer of servicing to a successor Applicable Servicer, the predecessor
      Applicable Servicer agrees promptly (and in any event no later than ten Business
      Days subsequent to notice) to provide the successor Applicable Servicer with
      all
      documents and records requested by it to enable it to assume the predecessor
      Applicable Servicer’s functions under this Agreement, and to cooperate with the
      successor Applicable Servicer in effecting the termination of the predecessor
      Applicable Servicer’s responsibilities and rights under this Agreement,
      including, without limitation, the transfer promptly (and in any case no later
      than the 5th
      Business
      Day of the calendar month immediately following such transfer) to the successor
      Applicable Servicer for administration by it of all cash amounts which at the
      time shall be or should have been credited by the predecessor Applicable
      Servicer to the Custodial Account held by or on behalf of the predecessor
      Applicable Servicer, the Certificate Account or any REO Account or Servicing
      Account held by or on behalf of the predecessor Applicable Servicer or shall
      thereafter be received with respect to the Mortgage Loans or any REO Property
      serviced by the predecessor Applicable Servicer.

     

    In
      addition, the successor Applicable Servicer shall reimburse the predecessor
      Applicable Servicer for any unreimbursed Advances and Servicing Advances made
      by
      the predecessor Applicable Servicer with respect to the Mortgage Loans no later
      than ten (10) Business Days after loan level documentation (including copies
      of
      invoices) as to such advances is provided to the successor Applicable Servicer,
      to the successor Applicable Servicer's reasonable satisfaction. If, subsequent
      to the Interim Servicing Transfer Date with respect to a Mortgage Loan, the
      successor Applicable Servicer determines that it has reimbursed the predecessor
      Applicable Servicer for an Advance or Servicing Advance with respect to such
      Mortgage Loan, and such Advance or Servicing Advance or a portion thereof is
      not
      a Recoverable Advance, the predecessor Applicable Servicer shall pay to the
      successor Applicable Servicer the amount of such Advance or Servicing Advance
      or
      portion thereof that is not a Recoverable Advance.

     

     


    
      
        
        

      

      
        95

        
          

        

      

      
        
        

      

    


    ARTICLE
      IV

     

    ADMINISTRATION
      AND MASTER SERVICING OF THE MORTGAGE LOANS BY THE

    MASTER
      SERVICER

     

    SECTION
      4.01 Master
      Servicer.
      The
      Master Servicer shall supervise, monitor and oversee the obligation of the
      Applicable Servicer to service and administer the Mortgage Loans in accordance
      with the terms of this Agreement and shall have full power and authority to
      do
      any and all things which it may deem necessary or desirable in connection with
      such master servicing and administration. In performing its obligations
      hereunder, the Master Servicer shall act in a manner consistent with Accepted
      Master Servicing Practices. Furthermore, the Master Servicer shall oversee
      and
      consult with the Applicable Servicer as necessary from time-to-time to carry
      out
      the Master Servicer’s obligations hereunder, shall receive, review and evaluate
      all reports, information and other data provided to the Master Servicer by
      the
      Applicable Servicer and shall cause the Applicable Servicer to perform and
      observe the covenants, obligations and conditions to be performed or observed
      by
      the Applicable Servicer under this Agreement. The Master Servicer shall
      independently and separately monitor the Applicable Servicer’s servicing
      activities with respect to each related Mortgage Loan, reconcile the results
      of
      such monitoring with such information provided in the previous sentence on
      a
      monthly basis and coordinate corrective adjustments to the Applicable Servicer’s
      and Master Servicer’s records, and based on such reconciled and corrected
      information, prepare the statements specified in Section
      5.03
      and any
      other information and statements required to be provided by the Master Servicer
      hereunder. The Master Servicer shall reconcile the results of its Mortgage
      Loan
      monitoring with the actual remittances of the Applicable Servicer to the
      Certificate Account pursuant to the terms hereof based on information provided
      to the Master Servicer by the Applicable Servicer.

     

    The
      Trustee shall furnish the Applicable Servicer and the Master Servicer with
      any
      limited powers of attorney and other documents in form acceptable to it
      necessary or appropriate to enable the Applicable Servicer and the Master
      Servicer to service and administer the related Mortgage Loans and REO Property.
      The Trustee shall have no responsibility for any action of the Master Servicer
      or the Applicable Servicer pursuant to any such limited power of attorney and
      shall be indemnified by the Master Servicer or the Applicable Servicer, as
      applicable, for any cost, liability or expense incurred by the Trustee in
      connection with such Person’s misuse of any such power of attorney.

     

    The
      Trustee, the Custodian and the Securities Administrator shall provide access
      to
      the records and documentation in possession of the Trustee, the Custodian and
      the Securities Administrator regarding the related Mortgage Loans and REO
      Property and the servicing thereof to the Certificateholders, the FDIC, and
      the
      supervisory agents and examiners of the FDIC, such access being afforded only
      upon reasonable prior written request and during normal business hours at the
      office of the Trustee, the Custodian and the Securities Administrator;
provided,
      however,
      that
      unless otherwise required by law, none of the Trustee, the Custodian and the
      Securities Administrator shall be required to provide access to such records
      and
      documentation if the provision thereof would violate the legal right to privacy
      of any Mortgagor. The Trustee, the Custodian and the Securities Administrator
      shall allow representatives of the above entities to photocopy any of the
      records and documentation and shall provide equipment for that purpose at a
      charge that covers the Trustee’s, the Custodian’s and the Securities
      Administrator’s actual costs.

     


    
      
        
        

      

      
        96

        
          

        

      

      
        
        

      

    


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

     

    SECTION
      4.02 [Reserved]

     

    SECTION
      4.03 Monitoring
      of the Applicable Servicer.
      (a)
      The
      Master Servicer shall be responsible for monitoring the compliance by the
      Applicable Servicer with its duties under this Agreement. In the review of
      the
      Applicable Servicer’s activities, the Master Servicer may rely upon an Officer’s
      Certificate of the Applicable Servicer with regard to the Applicable Servicer’s
      compliance with the terms of this Agreement. In the event that the Master
      Servicer, in its judgment, determines that the Applicable Servicer should be
      terminated in accordance with the terms hereof, or that a notice should be
      sent
      pursuant to the terms hereof with respect to the occurrence of an event that,
      unless cured, would constitute a Servicer Event of Default, the Master Servicer
      shall notify the Applicable Servicer, the Seller and the Trustee thereof and
      the
      Master Servicer shall issue such notice or take such other action as it deems
      appropriate.

     

    (b) The
      Master Servicer, for the benefit of the Trustee and the Certificateholders,
      may
      enforce the obligations of the Applicable Servicer under this Agreement, and
      shall, in the event that the Applicable Servicer fails to perform its
      obligations in accordance with this Agreement, subject to this Section and
      Article
      VIII,
      terminate the rights and obligations of the Applicable Servicer hereunder in
      accordance with the provisions of Article
      VIII.
      Such
      enforcement, including, without limitation, the legal prosecution of claims
      and
      the pursuit of other appropriate remedies, shall be in such form and carried
      out
      to such an extent and at such time as the Master Servicer, in its good faith
      business judgment, would require were it the owner of the related Mortgage
      Loans. The Master Servicer shall pay the costs of such enforcement at its own
      expense, provided
      that the
      Master Servicer shall not be required to prosecute or defend any legal action
      except to the extent that the Master Servicer shall have received reasonable
      indemnity for its costs and expenses in pursuing such action.

     

    (c) The
      Master Servicer shall be entitled to be reimbursed by the Applicable Servicer
      (or from amounts on deposit in the Certificate Account if the Applicable
      Servicer is unable to fulfill its obligations hereunder) for all Servicer
      Transfer Costs associated with the transfer of servicing from the predecessor
      servicer (or if the predecessor servicer is the Master Servicer, from the
      servicer immediately preceding the Master Servicer), upon presentation of
      reasonable documentation of such Servicer Transfer Costs. 

     


    
      
        
        

      

      
        97

        
          

        

      

      
        
        

      

    


    All
      Wells
      Fargo Interim Servicing Transfer Costs shall be paid pursuant to a separate
      letter agreement by and between the Servicer and Wells Fargo Bank, N.A. All
      Carrington Interim Servicing Transfer Costs shall be paid by the Servicer.
      

     

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

     

    (e) If
      the
      Master Servicer acts as successor to the Applicable Servicer, it will not assume
      liability for the representations and warranties of the terminated Applicable
      Servicer.

     

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

     

    SECTION
      4.05 Power
      to Act; Procedures.
      The
      Master Servicer shall master service the Mortgage Loans and shall have full
      power and authority, subject to the REMIC Provisions and the provisions of
      Article XI, to do any and all things that it may deem necessary or desirable
      in
      connection with the master servicing and administration of the Mortgage Loans,
      including but not limited to the power and authority (i) to execute and deliver,
      on behalf of the Certificateholders and the Trustee, customary consents or
      waivers and other instruments and documents, (ii) to consent to transfers of
      any
      Mortgaged Property and assumptions of the Mortgage Notes and related Mortgages,
      (iii) to collect any Insurance Proceeds and Liquidation Proceeds, and (iv)
      to
      effectuate foreclosure or other conversion of the ownership of the Mortgaged
      Property securing any Mortgage Loan, in each case, in accordance with the
      provisions of this Agreement; provided,
      however,
      that
      the Master Servicer shall not (and, consistent with its responsibilities under
      Section
      4.03,
      shall
      not permit the Applicable Servicer to) knowingly or intentionally take any
      action, or fail to take (or fail to cause to be taken) any action reasonably
      within its control and the scope of duties more specifically set forth herein,
      that, under the REMIC Provisions, if taken or not taken, as the case may be,
      would cause REMIC I or REMIC II to fail to qualify as a REMIC or result in
      the
      imposition of a tax upon the Trust Fund (including but not limited to the tax
      on
      prohibited transactions as defined in Section 860F(a)(2) of the Code and the
      tax
      on contributions to a REMIC set forth in Section 860G(d) of the Code) unless
      the
      Master Servicer has received an Opinion of Counsel (but not at the expense
      of
      the Master Servicer) to the effect that the contemplated action will not cause
      REMIC I or REMIC II to fail to qualify as a REMIC or result in the imposition
      of
      a tax upon REMIC I or REMIC II, as the case may be. The Trustee shall furnish
      the Master Servicer, upon written request from a Servicing Officer, with any
      powers of attorney prepared and delivered to it and reasonably acceptable to
      it
      by empowering the Master Servicer or the Applicable Servicer to execute and
      deliver instruments of satisfaction or cancellation, or of partial or full
      release or discharge, and to foreclose upon or otherwise liquidate Mortgaged
      Property, and to appeal, prosecute or defend in any court action relating to
      the
      Mortgage Loans or the Mortgaged Property, in accordance with this Agreement,
      and
      the Trustee shall execute and deliver such other documents prepared and
      delivered to it and reasonably acceptable to it, as the Master Servicer or
      the
      Applicable Servicer may request, to enable the Master Servicer to master service
      and administer the Mortgage Loans and carry out its duties hereunder, in each
      case in accordance with Accepted Master Servicing Practices (and the Trustee
      shall have no liability for misuse of any such powers of attorney, or any other
      documents executed by the Trustee pursuant to this Section
      4.05,
      by the
      Master Servicer or the Applicable Servicer and shall be indemnified by the
      Master Servicer or the Applicable Servicer, as applicable, for any cost,
      liability or expense incurred by the Trustee in connection with such Person’s
      use or misuse of any such power of attorney). If the Master Servicer or the
      Trustee has been advised that it is likely that the laws of the state in which
      action is to be taken prohibit such action if taken in the name of the Trustee
      or that the Trustee would be adversely affected under the “doing business” or
      tax laws of such state if such action is taken in its name, the Master Servicer
      shall join with the Trustee in the appointment of a co-trustee pursuant to
      Section
      9.10.
      In the
      performance of its duties hereunder, the Master Servicer shall be an independent
      contractor and shall not, except in those instances where it is taking action
      in
      the name of the Trustee, be deemed to be the agent of the Trustee.

     

     


    
      
        
        

      

      
        98

        
          

        

      

      
        
        

      

    


    SECTION
      4.06 Due-on-Sale
      Clauses; Assumption Agreements.
      To the
      extent Mortgage Loans contain enforceable due-on-sale clauses, the Master
      Servicer shall cause the Applicable Servicer to enforce such clauses, subject
      to
      Section 3.15, in accordance with this Agreement. If applicable law prohibits
      the
      enforcement of a due-on-sale clause or such clause is otherwise not enforced
      in
      accordance with this Agreement and, as a consequence, a Mortgage Loan is
      assumed, the original Mortgagor may be released from liability in accordance
      with this Agreement.

     

    SECTION
      4.07 Documents,
      Records and Funds in Possession of Master Servicer To Be Held for
      Trustee.
      (a)
      The
      Master Servicer shall transmit to the Trustee or Custodian such documents and
      instruments coming into the possession of the Master Servicer from time to
      time
      as are required by the terms hereof to be delivered to the Trustee or Custodian.
      Any funds received by the Master Servicer in respect of any Mortgage Loan or
      which otherwise are collected by the Master Servicer as Liquidation Proceeds
      or
      Insurance Proceeds in respect of any Mortgage Loan shall be remitted to the
      Securities Administrator for deposit in the Certificate Account. The Master
      Servicer shall, and subject to Section
      3.22
      shall
      cause the Applicable Servicer to, provide access to information and
      documentation regarding the Mortgage Loans to the Trustee, its agents and
      accountants at any time upon reasonable request and during normal business
      hours, and to Certificateholders that are savings and loan associations, banks
      or insurance companies, the Office of Thrift Supervision, the FDIC and the
      supervisory agents and examiners of such Office and Corporation or examiners
      of
      any other federal or state banking or insurance regulatory authority if so
      required by applicable regulations of the Office of Thrift Supervision or other
      regulatory authority, such access to be afforded without charge but only upon
      reasonable request in writing and during normal business hours at the offices
      of
      the Master Servicer designated by it. In fulfilling such a request the Master
      Servicer shall not be responsible for determining the sufficiency of such
      information.

     

    (b) All
      Mortgage Files and funds collected or held by, or under the control of, the
      Master Servicer, in respect of any Mortgage Loans, whether from the collection
      of principal and interest payments or from Liquidation Proceeds or Insurance
      Proceeds, shall be remitted to the Securities Administrator for deposit in
      the
      Certificate Account.

     

     


    
      
        
        

      

      
        99

        
          

        

      

      
        
        

      

    


    SECTION
      4.08 Standard
      Hazard Insurance and Flood Insurance Policies.
      For
      each Mortgage Loan, the Master Servicer shall enforce the obligation of the
      Applicable Servicer under this Agreement to maintain or cause to be maintained
      standard fire and casualty insurance and, where applicable, flood insurance,
      all
      in accordance with the provisions of this Agreement. It is understood and agreed
      that such insurance shall be with insurers meeting the eligibility requirements
      set forth in Section
      3.14
      and that
      no earthquake or other additional insurance is to be required of any Mortgagor
      or to be maintained on property acquired in respect of a defaulted loan, other
      than pursuant to such applicable laws and regulations as shall at any time
      be in
      force and as shall require such additional insurance.

     

    SECTION
      4.09 Presentment
      of Claims and Collection of Proceeds.
      The
      Master Servicer shall enforce the Applicable Servicer’s obligations under this
      Agreement to prepare and present on behalf of the Trustee and the
      Certificateholders all claims under the Insurance Policies and take such actions
      (including the negotiation, settlement, compromise or enforcement of the
      insured’s claim) as shall be necessary to realize recovery under such policies.
      Any proceeds disbursed to the Master Servicer in respect of such policies,
      bonds
      or contracts shall be promptly remitted to the Securities Administrator for
      deposit in the Certificate Account upon receipt, except that any amounts
      realized that are to be applied to the repair or restoration of the related
      Mortgaged Property as a condition precedent to the presentation of claims on
      the
      related Mortgage Loan to the insurer under any applicable insurance policy
      need
      not be so remitted.

     

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

     

    (b) The
      Master Servicer agrees to cause the Applicable Servicer to present, on behalf
      of
      the Trustee and the Certificateholders, claims to the insurer under any primary
      mortgage insurance policies and, in this regard, to take such reasonable action
      as shall be necessary to permit recovery under any primary mortgage insurance
      policies respecting defaulted Mortgage Loans.

     

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

     

     


    
      
        
        

      

      
        100

        
          

        

      

      
        
        

      

    


    SECTION
      4.12 Realization
      Upon Defaulted Mortgage Loans.
      The
      Master Servicer shall cause the Applicable Servicer to foreclose upon, repossess
      or otherwise comparably convert the ownership of Mortgaged Properties securing
      such of the Mortgage Loans as come into and continue in default and as to which
      no satisfactory arrangements can be made for collection of delinquent payments,
      all in accordance with this Agreement.

     

    SECTION
      4.13 Compensation
      for the Master Servicer.
      As
      compensation for the activities of the Master Servicer hereunder, the Master
      Servicer shall be entitled to the Master Servicer Fee and to all investment
      income on amounts on deposit in the Certificate Account. The Master Servicer
      shall compensate the Trustee, the Custodian and the Securities Administrator.
      Additionally, the Master Servicer shall pay all expenses incurred by it in
      connection with its activities hereunder and shall not be entitled to
      reimbursement therefor except as provided in this Agreement.

     

    SECTION
      4.14 REO
      Property.
      (a)
      In the
      event the Trust Fund acquires ownership of any REO Property in respect of any
      related Mortgage Loan, the deed or certificate of sale shall be issued to the
      Trustee, or to its nominee, on behalf of the related Certificateholders. The
      Master Servicer shall cause the Applicable Servicer to sell any REO Property
      as
      expeditiously as possible and in accordance with the provisions of this
      Agreement. Further, the Master Servicer shall cause the Applicable Servicer
      to
      sell any REO Property prior to three years after the end of the calendar year
      of
      its acquisition by REMIC I unless (i) the Trustee and Securities Administrator
      shall have been supplied by the Applicable Servicer with an Opinion of Counsel
      to the effect that the holding by the Trust Fund of such REO Property subsequent
      to such three-year period will not result in the imposition of taxes on
“prohibited transactions” of any REMIC hereunder as defined in section 860F of
      the Code or cause any REMIC hereunder to fail to qualify as a REMIC at any
      time
      that any Certificates are outstanding, in which case the Trust Fund may continue
      to hold such Mortgaged Property (subject to any conditions contained in such
      Opinion of Counsel) or (ii) the Applicable Servicer shall have applied for,
      prior to the expiration of such three-year period, an extension of such
      three-year period in the manner contemplated by Section 856(e)(3) of the Code,
      in which case the three-year period shall be extended by the applicable
      extension period. The Master Servicer shall cause the Applicable Servicer to
      protect, conserve and operate such REO Property in the manner and to the extent
      required by this Agreement, in accordance with the REMIC Provisions and in
      a
      manner that does not result in a tax on “net income from foreclosure property”
or cause such REO Property to fail to qualify as “foreclosure property” within
      the meaning of Section 860G(a)(8) of the Code. 

     


    
      
        
        

      

      
        101

        
          

        

      

      
        
        

      

    


    (b) The
      Master Servicer shall cause the Applicable Servicer to deposit all funds
      collected and received in connection with the operation of any REO Property
      in
      the Custodial Account.

     

    SECTION
      4.15 Obligation
      of the Master Servicer in Respect of Prepayment Interest
      Shortfalls.
      In the
      event of any Prepayment Interest Shortfalls, the Master Servicer shall deposit
      into the Certificate Account not later than the related Distribution Date an
      amount equal to the lesser of (i) the aggregate amounts required to be paid
      by
      the Applicable Servicer with respect to Prepayment Interest Shortfalls
      attributable to Principal Prepayments in full on the related Mortgage Loans
      for
      the related Due Period, and not so paid by the Applicable Servicer and (ii)
      the
      aggregate amount of the Master Servicer Fee for the restated Distribution Date.
      The amounts paid by the Master Servicer pursuant to this Section 4.15
      shall
      not be reimbursed by any Trust REMIC or the Trust Fund.

     

    ARTICLE
      V

     

    PAYMENTS
      TO CERTIFICATEHOLDERS

     

    SECTION
      5.01 Distributions.
      (a)
(1)
      On each
      Distribution Date, the following amounts, in the following order of priority,
      shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular
      Interests or withdrawn from the Certificate Account and distributed to the
      holders of the Class R-I Interest, as the case may be:

     

    (i) first,
      to
      the Holders of REMIC I Regular Interest I-CE-2, in an amount equal to (A) the
      Uncertificated Interest for such Distribution Date plus
      (B) any
      amounts in respect thereof remaining unpaid from previous Distribution
      Dates;

     

    (ii) second,
      to the Holders of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest
      I-LTA1, REMIC I Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC
      I Regular Interest I-LTA4, REMIC I Regular Interest I-LTM1, REMIC I Regular
      Interest I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest
      I-LTM4, REMIC I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC
      I Regular Interest I-LTM7, REMIC I Regular Interest I-LTM8, REMIC I Regular
      Interest I-LTM9, REMIC I Regular Interest I-LTP and REMIC I Regular Interest
      I-LTZZ, in an amount equal to (A) the Uncertificated Interest for such
      Distribution Date, plus
      (B) any
      amounts in respect thereof remaining unpaid from previous Distribution Dates.
      Amounts payable as Uncertificated Interest in respect of REMIC I Regular
      Interest I-LTZZ shall be reduced when the sum of the REMIC I Overcollateralized
      Amount is less than the REMIC I Required Overcollateralized Amount, by the
      lesser of (x) the amount of such difference and (y) the Maximum I-LTZZ
      Uncertificated Interest Deferral Amount and such amounts will be payable to
      the
      Holders of REMIC I Regular Interest I-LTA1, REMIC I Regular Interest I-LTA2,
      REMIC I Regular Interest I-LTA3, REMIC I Regular Interest I-LTA4, REMIC I
      Regular Interest I-LTM1, REMIC I Regular Interest I-LTM2, REMIC I Regular
      Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC I Regular Interest
      I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular Interest I-LTM7, REMIC
      I Regular Interest I-LTM8 and REMIC I Regular Interest I-LTM9 in the same
      proportion as the Overcollateralization Increase Amount is allocated to the
      Corresponding Certificates and the Uncertificated Balance of REMIC I Regular
      Interest I-LTZZ shall be increased by such amount;

     


    
      
        
        

      

      
        102

        
          

        

      

      
        
        

      

    


    (iii) third,
      to
      the Holders of REMIC I Regular Interests, in an amount equal to the remainder
      of
      the Available Distribution Amount for such Distribution Date after the
      distributions made pursuant to clause
      (ii)
      above,
      allocated as follows:

     

    (a) 98.00%
      of such
      remainder (less the amount payable in clause
      (e)
      below),
      to the Holders of REMIC I Regular Interest I-LTAA, until the Uncertificated
      Balance of such REMIC I Regular Interest is reduced to zero;

     

    2%
      of
      such remainder, first to the Holders of REMIC I Regular Interest I-LTA1, REMIC
      I
      Regular Interest I-LTA2, REMIC I Regular Interest I-LTA3, REMIC I Regular
      Interest I-LTA4, REMIC I Regular Interest I-LTM1, REMIC I Regular Interest
      I-LTM2, REMIC I Regular Interest I-LTM3, REMIC I Regular Interest I-LTM4, REMIC
      I Regular Interest I-LTM5, REMIC I Regular Interest I-LTM6, REMIC I Regular
      Interest I-LTM7, REMIC I Regular Interest I-LTM8 and REMIC I Regular Interest
      I-LTM9, 1.00% of and in the same proportion as principal payments are allocated
      to the Corresponding Certificates, until the Uncertificated Balances of such
      REMIC I Regular Interests are reduced to zero; and second, to the Holders of
      REMIC I Regular Interest I-LTZZ, (less the amount payable in clause
      (b)
      below),
      until the Uncertificated Balance of such REMIC I Regular Interest is reduced
      to
      zero; then

     

    (b) to
      the
      Holders of REMIC I Regular Interest I-LTP, on the Distribution Date immediately
      following the expiration of the latest Prepayment Charge as identified on the
      Prepayment Charge Schedule or any Distribution Date thereafter until $100 has
      been distributed pursuant to this clause; and

     

    (c) any
      remaining amount to the Holders of the Class R Certificates (as Holder of the
      Class R-I Interest);

     

    provided,
      however,
      that
      98.00% and 2.00% of any principal payments that are attributable to an
      Overcollateralization Reduction Amount shall be allocated to Holders of REMIC
      I
      Regular Interest I-LTAA and REMIC I Regular Interest I-LTZZ,
      respectively.

     

    (2) On
      each
      Distribution Date, the Securities Administrator shall withdraw from the
      Certificate Account an amount equal to the Excess Servicing Fee and to the
      extent of such amount shall distribute to the Holders of the Class CE-2
      Certificates the Interest Distribution Amount allocable to such
      Class;

     


    
      
        
        

      

      
        103

        
          

        

      

      
        
        

      

    


    (3) On
      each
      Distribution Date, the Securities Administrator shall withdraw from the
      Certificate Account an amount equal to the Interest Remittance Amount and
      distribute to the Certificateholders the following amounts, in the following
      order of priority:

     

    (i) to
      the
      Holders of each Class of the Class A Certificates, on a pro
      rata
      basis
      based on the entitlement of each such Class, an amount equal to the Senior
      Interest Distribution Amount allocable to such Class of the Class A
      Certificates; and

     

    (ii) sequentially,
      to the Holders of the Class M-1 Certificates, Class M-2 Certificates, Class
      M-3
      Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6
      Certificates, Class M-7 Certificates, Class M-8 Certificates and Class M-9
      Certificates, in that order, an amount equal to the Interest Distribution Amount
      allocable to each such Class.

     

    (4) On
      each
      Distribution Date, the Securities Administrator shall withdraw from the
      Certificate Account an amount equal to the Principal Distribution Amount and
      distribute to the Certificateholders the following amounts, in the following
      order of priority:

     

    (A) On
      each
      Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
      Event
      is in effect, the Principal Distribution Amount shall be distributed in the
      following order of priority:

     

    (i) sequentially,
      to the Holders of the Class A-1 Certificates, Class A-2 Certificates, Class
      A-3
      Certificates and Class A-4 Certificates, in that order, until the Certificate
      Principal Balance of each such Class has been reduced to zero; and

     

    (ii) sequentially,
      to the Holders of the Class M-1 Certificates, Class M-2 Certificates, Class
      M-3
      Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6
      Certificates, Class M-7 Certificates, Class M-8 Certificates and Class M-9
      Certificates, in that order, until the Certificate Principal Balance of each
      such Class has been reduced to zero.

     

    (B) On
      each
      Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
      Event is not in effect, the Principal Distribution Amount shall be distributed
      in the following order of priority:

     

    (i) sequentially,
      to the Holders of the Class A-1 Certificates, Class A-2 Certificates, Class
      A-3
      Certificates and Class A-4 Certificates, in that order, up to an amount equal
      to
      the Class A Principal Distribution Amount; and

     


    
      
        
        

      

      
        104

        
          

        

      

      
        
        

      

    


    (ii) sequentially,
      to the Holders of the Class M-1 Certificates, Class M-2 Certificates, Class
      M-3
      Certificates, Class M-4 Certificates, Class M-5 Certificates, Class M-6
      Certificates, Class M-7 Certificates, Class M-8 Certificates and Class M-9
      Certificates, in that order, up to an amount equal to the related Class M
      Principal Distribution Amount until the Certificate Principal Balance of each
      such class has been reduced to zero.

     

    On
      or
      after the occurrence of the Credit Support Depletion Date, all priorities
      relating to distributions as described in Section 5.01(a)(4) of this Agreement
      in respect of principal among the Class A Certificates will be disregarded,
      and
      the Principal Distribution Amount will be distributed to the remaining Class
      A
      Certificates on a pro rata basis in accordance with their respective outstanding
      Certificate Principal Balances.

     

    (5) On
      each
      Distribution Date, the Net Monthly Excess Cashflow shall be distributed by
      the
      Securities Administrator as follows:

     

    (i) to
      the
      Holders of the Class or Classes of Certificates then entitled to receive
      distributions in respect of principal, as part of the Principal Distribution
      Amount in an amount up to the Overcollateralization Increase Amount for the
      Certificates, applied to reduce the Certificate Principal Balance of such
      Certificates until the aggregate Certificate Principal Balance of such
      Certificates is reduced to zero;

     

    (ii) sequentially,
      to the Holders of the Class M-1 Certificates, Class M-2 Certificates , Class
      M-3
      Certificates , Class M-4 Certificates, Class M-5 Certificates , Class M-6
      Certificates, Class M-7 Certificates, Class M-8 Certificates and Class M-9
      Certificates, in that order, in each case, up to an amount equal to the Interest
      Carry Forward Amount allocable to such Class of Certificates;

     

    (iii) concurrently,
      on a pro
      rata
      basis,
      based on the amount of any Allocated Realized Loss Amounts previously allocated
      thereto that remain unreimbursed, to the Holders of the Class A-1 Certificates,
      Class A-2 Certificates, Class A-3 Certificates and Class A-4 Certificates,
      and
      then sequentially to the Holders of the Class M-1 Certificates, Class M-2
      Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5
      Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8
      Certificates and Class M-9 Certificates, in that order, in each case up to
      the
      related Allocated Realized Loss Amount related to each such Class of
      Certificates for such Distribution Date;

     

    (iv) to
      the
      Holders of the Class A Certificates and the Mezzanine Certificates, any related
      unpaid Net WAC Rate Carryover Amount distributed to the Holders of the Class
      A
      Certificates on a pro rata basis based on the remaining Net WAC Rate Carryover
      Amount for each such Class and then sequentially to the Holders of the Class
      of
      Mezzanine Certificates in order of Highest Priority, any related unpaid Net
      WAC
      Rate Carryover Amount for each such Class;

     


    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

    


    (v) to
      pay
      any Swap Termination Payments owed to the Swap Counterparty due to a Swap
      Counterparty Trigger Event;

     

    (vi) to
      the
      Holders of the Class CE-1 Certificates, (a) the Interest Distribution
      Amount and any Overcollateralization Reduction Amount for such Distribution
      Date
      and (b) on any Distribution Date on which the aggregate Certificate Principal
      Balance of the Class A Certificates and the Mezzanine Certificates have been
      reduced to zero, any remaining amounts in reduction of the Certificate Principal
      Balance of the Class CE-1 Certificates, until the Certificate Principal Balance
      thereof has been reduced to zero; and

     

    (vii) to
      the
      Holders of the Class R Certificates, any remaining amounts; provided that if
      such Distribution Date is the Distribution Date immediately following the
      expiration of the latest Prepayment Charge term on a Mortgage Loan as identified
      on the Mortgage Loan Schedule or any Distribution Date thereafter, then any
      such
      remaining amounts will be distributed first, to the Holders of the Class P
      Certificates, until the Certificate Principal Balance thereof has been reduced
      to zero; and second, to the Holders of the Class R Certificates.

     

    (b) On
      each
      Distribution Date, the Securities Administrator shall withdraw any amounts
      then
      on deposit in the Certificate Account that represent Prepayment Charges
      collected by the Applicable Servicer, during the related Prepayment Period
      in
      connection with the Principal Prepayment of any of the Mortgage Loans or any
      Servicer Prepayment Charge Payment Amount and shall distribute such amounts
      to
      the Holders of the Class P Certificates. Such distributions shall not be applied
      to reduce the Certificate Principal Balance of the Class P
      Certificates.

     

    Following
      the foregoing distributions, an amount equal to the amount of Subsequent
      Recoveries shall be applied to increase the Certificate Principal Balance of
      the
      Class of Certificates with the Highest Priority up to the extent of such
      Realized Losses previously allocated to that Class of Certificates pursuant
      to
Section
      5.04.
      An
      amount equal to the amount of any remaining Subsequent Recoveries shall be
      applied to increase the Certificate Principal Balance of the Class of
      Certificates with the next Highest Priority, up to the amount of such Realized
      Losses previously allocated to that Class of Certificates pursuant to
Section
      5.04.
      Holders
      of such Certificates will not be entitled to any distribution in respect of
      interest on the amount of such increases for any Interest Accrual Period
      preceding the Distribution Date on which such increase occurs. Any such
      increases shall be applied to the Certificate Principal Balance of each
      Certificate of such Class in accordance with its respective Percentage
      Interest.

     

    (c) All
      distributions made with respect to each Class of Certificates on each
      Distribution Date shall be allocated pro
      rata
      among
      the outstanding Certificates in such Class based on their respective Percentage
      Interests. Payments in respect of each Class of Certificates on each
      Distribution Date shall be made to the Holders of the respective Class of record
      on the related Record Date (except as otherwise provided in Section
      5.01(e)
      or
Section
      10.01
      respecting the final distribution on such Class), based on the aggregate
      Percentage Interest represented by their respective Certificates, and shall
      be
      made by wire transfer of immediately available funds to the account of any
      such
      Holder at a bank or other entity having appropriate facilities therefor, if
      such
      Holder shall have so notified the Securities Administrator in writing at least
      five Business Days prior to the Record Date immediately prior to such
      Distribution Date, or otherwise by check mailed by first class mail to the
      address of such Holder appearing in the Certificate Register. The final
      distribution on each Certificate shall be made in like manner, but only upon
      presentment and surrender of such Certificate at the Corporate Trust Office
      of
      the Securities Administrator or such other location specified in the notice
      to
      Certificateholders of such final distribution.

     


    
      
        
        

      

      
        106

        
          

        

      

      
        
        

      

    


    Each
      distribution with respect to a Book-Entry Certificate shall be paid to the
      Depository, as Holder thereof, and the Depository shall be responsible for
      crediting the amount of such distribution to the accounts of its Depository
      Participants in accordance with its normal procedures. Each Depository
      Participant shall be responsible for disbursing such distribution to the
      Certificate Owners that it represents and to each indirect participating
      brokerage firm (a “brokerage firm” or “indirect participating firm”) for which
      it acts as agent. Each brokerage firm shall be responsible for disbursing funds
      to the Certificate Owners that it represents. None of the Trustee, the
      Depositor, the Applicable Servicer, the Securities Administrator or the Master
      Servicer shall have any responsibility therefor except as otherwise provided
      by
      this Agreement or applicable law.

     

    (d) The
      rights of the Certificateholders to receive distributions in respect of the
      Certificates, and all interests of the Certificateholders in such distributions,
      shall be as set forth in this Agreement. None of the Holders of any Class of
      Certificates, the Trustee, the Applicable Servicer, the Securities Administrator
      or the Master Servicer shall in any way be responsible or liable to the Holders
      of any other Class of Certificates in respect of amounts properly previously
      distributed on the Certificates.

     

    (e) Except
      as
      otherwise provided in Section
      10.01,
      whenever the Securities Administrator expects that the final distribution with
      respect to any Class of Certificates will be made on the next Distribution
      Date,
      the Securities Administrator shall, no later than three (3) days before the
      related Distribution Date (to the extent that an accurate Remittance Report
      is
      received in a timely manner by the Securities Administrator), mail to each
      Holder on such date of such Class of Certificates a notice to the effect
      that:

     

    (i) the
      Securities Administrator expects that the final distribution with respect to
      such Class of Certificates will be made on such Distribution Date but only
      upon
      presentation and surrender of such Certificates at the office of the Securities
      Administrator therein specified, and

     

    (ii) no
      interest shall accrue on such Certificates from and after the end of the related
      Interest Accrual Period.

     

    Any
      funds
      not distributed to any Holder or Holders of Certificates of such Class on such
      Distribution Date because of the failure of such Holder or Holders to tender
      their Certificates shall, on such date, be set aside and held in trust by the
      Securities Administrator and credited to the account of the appropriate
      non-tendering Holder or Holders. If any Certificates as to which 

     


    
      
        
        

      

      
        107

        
          

        

      

      
        
        

      

    


    notice
      has been given pursuant to this Section
      5.01(e)
      shall
      not have been surrendered for cancellation within six months after the time
      specified in such notice, the Securities Administrator shall mail a second
      notice to the remaining non-tendering Certificateholders to surrender their
      Certificates for cancellation in order to receive the final distribution with
      respect thereto. If within one year after the second notice all such
      Certificates shall not have been surrendered for cancellation, the Securities
      Administrator shall, directly or through an agent, mail a final notice to the
      remaining non-tendering Certificateholders concerning surrender of their
      Certificates and shall continue to hold any remaining funds for the benefit
      of
      non-tendering Certificateholders. The costs and expenses of maintaining the
      funds in trust and of contacting such Certificateholders shall be paid out
      of
      the assets held in trust for such Certificateholders. If within one year after
      the final notice any such Certificates shall not have been surrendered for
      cancellation, the Securities Administrator shall pay to Bear, Stearns &
Co. Inc., as representative for the underwriters, in accordance with its wiring
      instructions, all such amounts, and all rights of non-tendering
      Certificateholders in or to such amounts shall thereupon cease. No interest
      shall accrue or be payable to any Certificateholder on any amount held in trust
      by the Securities Administrator as a result of such Certificateholder’s failure
      to surrender its Certificate(s) for final payment thereof in accordance with
      this Section
      5.01(e).
      Any
      such amounts held in trust by the Securities Administrator shall be held in
      an
      Eligible Account and shall be held uninvested.

     

    (f) Notwithstanding
      anything to the contrary herein, (i) in no event shall the Certificate Principal
      Balance of a Class A Certificate or a Mezzanine Certificate be reduced more
      than
      once in respect of any particular amount allocated to such Certificate in
      respect of Realized Losses pursuant to Section
      5.04
      and (ii)
      in no event shall the Uncertificated Balance of a REMIC I Regular Interest
      be reduced more than once in respect of any particular amount both
      (a) allocated to such REMIC I Regular Interest in respect of Realized
      Losses pursuant to Section 5.04
      and (b)
      distributed on such REMIC I Regular Interest in reduction of the Uncertificated
      Balance thereof pursuant to this Section
      5.01.

     

    SECTION
      5.02 Statements
      to Certificateholders.
      On the
      24th
      day of
      any month, or if such 24th
      day is
      not a Business Day, the Business Day immediately following such 24th
      day, the
      Securities Administrator shall prepare and make available via its website to
      each Holder of the Regular Certificates, a statement as to the distributions
      made on such Distribution Date setting forth:

     

    (i) applicable
      Record Date and Determination Date for calculating such
      distribution;

     

    (ii) the
      aggregate amount of payments received and the sources thereof for distributions,
      fees and expenses;

     

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

     

    (iv) the
      amount of the distribution made on such Distribution Date to the Holders of
      the
      Class P Certificates allocable to Prepayment Charges;

     


    
      
        
        

      

      
        108

        
          

        

      

      
        
        

      

    


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

     

    (vi) the
      amount of any fees or expenses paid, and the identity of the party receiving
      such fees or expenses, including the aggregate Servicing Fee received by the
      Applicable Servicer during the related Due Period and such other customary
      information as the Securities Administrator deems necessary or desirable, or
      which a Certificateholder reasonably requests, to enable Certificateholders
      to
      prepare their tax returns;

     

    (vii) the
      amount of Net
      Monthly Excess Cashflow or
      and
      the disposition of such Net Monthly Excess Cashflow;

     

    (viii) [Reserved];

     

    (ix) the
      aggregate amount, terms and general purpose of Advances made or reimbursed
      for
      such Distribution Date;

     

    (x) any
      material breaches of mortgage loan representations or warranties or covenants
      in
      this Agreement;

     

    (xi) any
      material modifications, extensions or waivers to the terms of the Mortgage
      Loans
      during the related Due Period or that have cumulatively become material over
      time;

     

    (xii) to
      the
      extent not included in the related Form 10-D, information regarding any new
      issuance of asset-backed securities backed by the same asset pool or any pool
      asset changes;

     

    (xiii) the
      aggregate Stated Principal Balance of the Mortgage Loans and any REO Properties
      at the close of business on such Distribution Date;

     

    (xiv) the
      number, aggregate principal balance, weighted average remaining term to maturity
      and weighted average Mortgage Rate of the Mortgage Loans as of the related
      Due
      Date;

     

    (xv) delinquency
      and loss information (according to the OTS delinquency calculation method)
      relating to the Mortgage Loans, including the number and aggregate unpaid
      principal balance of Mortgage Loans (a) delinquent 30 to 59 days, (b)
      delinquent 60 to 89 days, (c) delinquent 90 or more days, in each case, as
      of
      the last day of the preceding calendar month, (d) as to which foreclosure
      proceedings have been commenced and (e) with respect to which the related
      Mortgagor has filed for protection under applicable bankruptcy laws, with
      respect to whom bankruptcy proceedings are pending or with respect to whom
      bankruptcy protection is in force;

     

    (xvi) with
      respect to any Mortgage Loan that became an REO Property during the preceding
      calendar month, the loan number of such Mortgage Loan, the unpaid principal
      balance and the Stated Principal Balance of such Mortgage Loan as of the date
      it
      became an REO Property;

     


    
      
        
        

      

      
        109

        
          

        

      

      
        
        

      

    


    (xvii) to
      the
      extent such information is provided to the Master Servicer by the Applicable
      Servicer, the book value of any REO Property as of the close of business on
      the
      last Business Day of the calendar month preceding the Distribution
      Date;

     

    (xviii) the
      aggregate amount of Principal Prepayments made during the related Prepayment
      Period;

     

    (xix) the
      aggregate amount of Realized Losses incurred during the calendar month
      immediately preceding such Distribution Date and the aggregate amount of
      Realized Losses incurred since the Closing Date;

     

    (xx) the
      aggregate amount of Extraordinary Trust Fund Expenses withdrawn from the
      Custodial Account or the Certificate Account for such Distribution
      Date;

     

    (xxi) the
      aggregate Certificate Principal Balance and Notional Amount, as applicable,
      of
      each Class of Certificates, after giving effect to the distributions, and
      allocations of Realized Losses, made on such Distribution Date, separately
      identifying any reduction thereof due to allocations of Realized
      Losses;

     

    (xxii) the
      Certificate Factor for each such Class of Certificates applicable to such
      Distribution Date;

     

    (xxiii) the
      Interest Distribution Amount in respect of the Class A Certificates, the
      Mezzanine Certificates and the Class CE-1 Certificates for such Distribution
      Date and the Interest Carry Forward Amount, if any, with respect to the Class
      A
      Certificates and the Mezzanine Certificates on such Distribution Date, and
      in
      the case of the Class A Certificates, the Mezzanine Certificates and the Class
      CE-1 Certificates, separately identifying any reduction thereof due to
      allocations of Realized Losses, Prepayment Interest Shortfalls and Relief Act
      Interest Shortfalls;

     

    (xxiv) the
      aggregate amount of any Prepayment Interest Shortfall for such Distribution
      Date, to the extent not covered by payments by the Applicable Servicer pursuant
      to Section
      3.24;

     

    (xxv) the
      aggregate amount of Relief Act Interest Shortfalls for such Distribution
      Date;

     

    (xxvi) the
      Overcollateralization Target Amount and the Credit Enhancement Percentage for
      such Distribution Date;

     

    (xxvii) the
      Overcollateralization Increase Amount, if any, for such Distribution
      Date;

     


    
      
        
        

      

      
        110

        
          

        

      

      
        
        

      

    


    (xxviii) the
      Overcollateralization Reduction Amount, if any, for such Distribution
      Date;

     

    (xxix) the
      respective Pass-Through Rates applicable to the Class A Certificates, the
      Mezzanine Certificates, the Class CE-1 Certificates and the Class CE-2
      Certificates for such Distribution Date and the Pass-Through Rate applicable
      to
      the Class A Certificates and the Mezzanine Certificates for the immediately
      succeeding Distribution Date;

     

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

     

    (xxxi) whether
      a
      Trigger Event is in effect; and

     

    (xxxii) the
      amount of any Net Swap Payment payable to the Securities Administrator on behalf
      of the Trust, any Net Swap Payment payable to the Swap Counterparty, any Swap
      Termination Payment payable to the Securities Administrator on behalf of the
      Trust and any Swap Termination Payment payable to the Swap
      Counterparty.

     

    (i) The
      Securities Administrator will make such statement (and, at its option, any
      additional files containing the same information in an alternative format)
      available each month to Certificateholders, the Applicable Servicer and the
      Rating Agencies via the Securities Administrator’s internet website. The
      Securities Administrator’s internet website shall initially be located at
      https://www.ctslink.com and assistance in using the website can be obtained
      by
      calling the Securities Administrator’s customer service desk at (866) 846-4526.
      Parties that are unable to use the above distribution options are entitled
      to
      have a paper copy mailed to them via first class mail by calling the customer
      service desk and indicating such. The Securities Administrator shall have the
      right to change the way such statements are distributed in order to make such
      distribution more convenient and/or more accessible to the above parties and
      the
      Securities Administrator shall provide timely and adequate notification to
      all
      above parties regarding any such changes.

     

    In
      the
      case of information furnished pursuant to subclauses
      (iii), (iv)
      and
(v)
      above,
      the amounts shall be expressed as a dollar amount per Single Certificate of
      the
      relevant Class.

     

    Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall furnish to each Person who at any time during the calendar
      year was a Holder of a Regular Certificate a statement containing the
      information set forth in subclauses
      (iii), (iv)
      and
(v)
      above,
      aggregated for such calendar year or applicable portion thereof during which
      such person was a Certificateholder. Such obligation of the Securities
      Administrator shall be deemed to have been satisfied to the extent that
      substantially comparable information shall be provided by the Securities
      Administrator pursuant to any requirements of the Code as from time to time
      are
      in force.

     


    
      
        
        

      

      
        111

        
          

        

      

      
        
        

      

    


    Within
      a
      reasonable period of time after the end of each calendar year, the Securities
      Administrator shall furnish to each Person who at any time during the calendar
      year was a Holder of a Residual Certificate a statement setting forth the
      amount, if any, actually distributed with respect to the Residual Certificates,
      as appropriate, aggregated for such calendar year or applicable portion thereof
      during which such Person was a Certificateholder.

     

    The
      Securities Administrator shall, upon request, furnish to each Certificateholder,
      during the term of this Agreement, such periodic, special, or other reports
      or
      information, whether or not provided for herein, as shall be reasonable with
      respect to the Certificateholder, or otherwise with respect to the purposes
      of
      this Agreement, all such reports or information to be provided at the expense
      of
      the Certificateholder in accordance with such reasonable and explicit
      instructions and directions as the Certificateholder may provide. For purposes
      of this Section
      5.02,
      the
      Securities Administrator’s duties are limited to the extent that the Securities
      Administrator receives timely reports as required from the Applicable
      Servicer.

     

    On
      each
      Distribution Date the Securities Administrator shall provide Bloomberg Financial
      Markets, L.P. (“Bloomberg”)
      CUSIP
      level factors for each class of Certificates as of such Distribution Date,
      using
      a format and media mutually acceptable to the Securities Administrator and
      Bloomberg.

     

    SECTION
      5.03 Remittance
      Reports; Advances.
      (a)
      Not
      later than the thirteenth (13th) calendar day of each month or, if such
      thirteenth calendar day is not a Business Day, the following Business Day,
      the
      Applicable Servicer shall furnish to the Master Servicer and the Securities
      Administrator a delinquency report in the form set forth in Exhibit M hereto
      (or
      such other report as the parties shall mutually agree), a monthly remittance
      advice in the form set forth in Exhibit N hereto (or such other report as the
      parties shall mutually agree), and a realized loss report in the form set forth
      in Exhibit O hereto (or such other report as the parties shall mutually agree),
      each in mutually agreeable electronic format, as to the latest Due Period,
      together with such other information with respect to the Mortgage Loans as
      the
      Master Servicer and Securities Administrator may reasonably require in order
      to
      discharge their respective duties, including the allocation of distributions
      made pursuant to Section 5.01 hereof and the preparation of statements
      contemplated by Section 5.02 hereof. In addition, no later than three (3)
      Business Days following the end of the Prepayment Period in each such month,
      the
      Applicable Servicer shall furnish to the Master Servicer and the Securities
      Administrator a statement detailing any prepayments in full received by the
      Applicable Servicer from the first day of such month through the end of such
      Prepayment Period. The Securities Administrator shall not be responsible to
      recompute, recalculate or verify any information provided to it by the
      Applicable Servicer. 

     

    (b) The
      amount of Advances to be made by the Applicable Servicer for any Distribution
      Date shall equal, subject to Section
      5.03(d),
      the sum
      of, (i) the aggregate amount of Monthly Payments (with each interest portion
      thereof net of the related Servicing Fee), due on the related Due Date in
      respect of the Mortgage Loans, which Monthly Payments were delinquent as of
      the
      close of business on the related Determination Date and (ii) with respect to
      each REO Property, which REO Property was acquired during or prior to the
      related Due Period and as to which REO Property an REO Disposition did not
      occur
      during the related Due Period, an amount equal to the excess, if any, of the
      REO
      Imputed Interest on such REO Property for the most recently ended calendar
      month, over the net income from such REO Property transferred to the Certificate
      Account pursuant to Section
      3.23
      for
      distribution on such Distribution Date; provided,
      however,
      that
      (x) the Applicable Servicer shall not be required to make Advances with respect
      to Relief Act Interest Shortfalls or Prepayment Interest Shortfalls in excess
      of
      its obligations under Section
      3.24
      and (y)
      the Applicable Servicer shall not be required to make Advances with respect
      to
      any Balloon Amount in the case of any Balloon Loan.

     


    
      
        
        

      

      
        112

        
          

        

      

      
        
        

      

    


    On
      the
      Servicer Remittance Date, the Applicable Servicer shall remit in immediately
      available funds to the Securities Administrator for deposit in the Certificate
      Account an amount equal to the aggregate amount of Advances, if any, to be
      made
      in respect of the Mortgage Loans and REO Properties for the related Distribution
      Date either (i) from its own funds or (ii) from the Custodial Account, to
      the extent of funds held therein for future distribution (in which case it
      will
      cause to be made an appropriate entry in the records of the Custodial Account
      that amounts held for future distribution have been, as permitted by this
Section
      5.03,
      used by
      the Applicable Servicer in discharge of any such Advance) or (iii) in the form
      of any combination of (i) and (ii) aggregating the total amount of Advances
      to
      be made by the Applicable Servicer with respect to the Mortgage Loans and REO
      Properties. Any amounts held for future distribution and so used shall be
      appropriately reflected in the Applicable Servicer’s records and replaced by the
      Applicable Servicer by deposit in the Custodial Account on or before any future
      Servicer Remittance Date to the extent that the Available Distribution Amount
      for the related Distribution Date (determined without regard to Advances to
      be
      made on the Servicer Remittance Date) shall be less than the total amount that
      would be distributed to the Classes of Certificateholders pursuant to
Section
      5.01
      on such
      Distribution Date if such amounts held for future distributions had not been
      so
      used to make Advances. The Securities Administrator will provide notice to
      the
      Applicable Servicer and the Master Servicer by the close of business on the
      Business Day prior to the Distribution Date in the event that the amount
      remitted by the Applicable Servicer to the Securities Administrator on such
      date
      is less than the amount required to be remitted by the Applicable Servicer
      as
      set forth in the Remittance Report for the related Distribution
      Date.

     

    (c) The
      obligation of the Applicable Servicer to make such Advances is mandatory,
      notwithstanding any other provision of this Agreement but subject to
(d)
      below,
      and, with respect to any Mortgage Loan or REO Property, shall continue until
      a
      Final Recovery Determination in connection therewith or the removal thereof
      from
      the Trust Fund pursuant to any applicable provision of this Agreement, except
      as
      otherwise provided in this Section.

     

    (d) Notwithstanding
      anything herein to the contrary, no Advance or Servicing Advance shall be
      required to be made hereunder by the Applicable Servicer if such Advance or
      Servicing Advance would, if made, constitute a Nonrecoverable Advance or
      Nonrecoverable Servicing Advance, respectively. The determination by the
      Applicable Servicer that it has made a Nonrecoverable Advance or a
      Nonrecoverable Servicing Advance or that any proposed Advance or Servicing
      Advance, if made, would constitute a Nonrecoverable Advance or Nonrecoverable
      Servicing Advance, respectively, shall be evidenced by a certification of a
      Servicing Officer delivered to the Master Servicer.

     


    
      
        
        

      

      
        113

        
          

        

      

      
        
        

      

    


    (e) Subject
      to and in accordance with the provisions of Article
      VIII,
      in the
      event the Applicable Servicer fails to make any required Advance, then the
      Master Servicer (in its capacity as successor servicer) or any other successor
      servicer shall be required to make such Advance on the Distribution Date on
      which the Applicable Servicer was required to make such Advance, subject to
      a
      determination of recoverability.

     

    SECTION
      5.04 Allocation
      of Realized Losses.
      (a)
      Prior to
      each Determination Date, the Applicable Servicer shall determine as to each
      Mortgage Loan and REO Property: (i) the total amount of Realized Losses, if
      any,
      incurred in connection with any Final Recovery Determinations made during the
      calendar month immediately preceding the month of such Determination Date;
      (ii)
      whether and the extent to which such Realized Losses constituted Bankruptcy
      Losses; and (iii) the respective portions of such Realized Losses allocable
      to
      interest and allocable to principal. Prior to each Determination Date, the
      Applicable Servicer shall also determine as to each Mortgage Loan: (i) the
      total
      amount of Realized Losses, if any, incurred in connection with any Deficient
      Valuations made during the calendar month immediately preceding the month of
      such Determination Date; (ii) the total amount of Realized Losses, if any,
      incurred in connection with Debt Service Reductions in respect of Monthly
      Payments due during the related Due Period and (iii) the total amount of
      Realized Losses, if any, incurred in connection with Swap Payment Shortfalls
      as
      of the Distribution Date in the month in which such Swap Payment Shortfalls
      were
      incurred. The information described in the two preceding sentences that is
      to be
      supplied by the Applicable Servicer shall be evidenced by an Officer’s
      Certificate delivered to the Trustee and the Master Servicer by the Applicable
      Servicer prior to the Determination Date immediately following the end of (i)
      in
      the case of Bankruptcy Losses allocable to interest, the Due Period during
      which
      any such Realized Loss was incurred, (ii) in the case of Swap Payment
      Shortfalls, the Distribution Date in the month in which such Swap Payment
      Shortfall was incurred and (iii) in the case of all other Realized Losses,
      the Prepayment Period during which any such Realized Loss was
      incurred.

     

    (b) All
      Realized Losses on the Mortgage Loans shall be allocated or covered by the
      Securities Administrator on each Distribution Date as follows: first, by Net
      Monthly Excess Cash Flow; second, by any amounts available from the Swap
      Agreement for such Distribution Date pursuant to Section 5.07;
      third,
      to the Class CE-1 Certificates, until the Certificate Principal Balance thereof
      has been reduced to zero; fourth, to the Class M-9 Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero; fifth, to the
      Class M-8 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero; sixth, to the Class M-7 Certificates until the Certificate
      Principal Balance thereof has been reduced to zero; seventh, to the Class M-6
      Certificates until the Certificate Principal Balance thereof has been reduced
      to
      zero; eighth, to the Class M-5 Certificates until the Certificate Principal
      Balance thereof has been reduced to zero; ninth, to the Class M-4 Certificates
      until the Certificate Principal Balance thereof has been reduced to zero; tenth,
      to the Class M-3 Certificates until the Certificate Principal Balance thereof
      has been reduced to zero; eleventh, to the Class M-2 Certificates, until the
      Certificate Principal Balance thereof has been reduced to zero; twelfth, to
      the
      Class M-1 Certificates, until the Certificate Principal Balance thereof has
      been
      reduced to zero; and thirteenth, concurrently, to the Class A-1 Certificates,
      Class A-2 Certificates, Class A-3 Certificates, and Class A-4 Certificates
      on a
pro
      rata
      basis
      based on the Certificate Principal Balance of each such Class of Certificates,
      until their respective Certificate Principal Balances have been reduced to
      zero.

     


    
      
        
        

      

      
        114

        
          

        

      

      
        
        

      

    


    All
      Realized Losses to be allocated to the Certificate Principal Balances of all
      Classes on any Distribution Date shall be so allocated after the actual
      distributions to be made on such date as provided above. All references above
      to
      the Certificate Principal Balance of any Class of Certificates shall be to
      the
      Certificate Principal Balance of such Class immediately prior to the relevant
      Distribution Date, before reduction thereof by any Realized Losses, in each
      case
      to be allocated to such Class of Certificates, on such Distribution
      Date.

     

    Any
      allocation of Realized Losses to a Class A Certificate or Mezzanine Certificate
      on any Distribution Date shall be made by reducing the Certificate Principal
      Balance thereof by the amount so allocated and any allocation of Realized Losses
      to a Class CE-1 Certificates shall be made by reducing the amount otherwise
      payable in respect thereof pursuant to Section
      5.01(a)(5)(vi).
      No
      allocations of any Realized Losses shall be made to the Certificate Principal
      Balances of the Class P Certificates.

     

    As
      used
      herein, an allocation of a Realized Loss on a “pro
      rata
      basis”
among two or more specified Classes of Certificates means an allocation on
      a
pro
      rata
      basis,
      among the various Classes so specified, to each such Class of Certificates
      on
      the basis of their then outstanding Certificate Principal Balances prior to
      giving effect to distributions to be made on such Distribution Date. All
      Realized Losses and all other losses allocated to a Class of Certificates
      hereunder will be allocated among the Certificates of such Class in proportion
      to the Percentage Interests evidenced thereby.

     

    (c) All
      Realized Losses on the Mortgage Loans shall be allocated by the Securities
      Administrator on each Distribution Date to the following REMIC I Regular
      Interests in the specified percentages, as follows: first, to Uncertificated
      Interest payable to the REMIC I Regular Interest I-LTAA and REMIC I Regular
      Interest I-LTZZ up to an aggregate amount equal to the REMIC I Interest Loss
      Allocation Amount, 98% and 2%, respectively; second, to the Uncertificated
      Balances of the REMIC I Regular Interest I-LTAA and REMIC I Regular Interest
      I-LTZZ up to an aggregate amount equal to the REMIC I Principal Loss Allocation
      Amount, 98% and 2%, respectively; third, to the Uncertificated Balances of
      REMIC
      I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM9 and REMIC I Regular
      Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
      of REMIC I Regular Interest I-LTM9 has been reduced to zero; fourth, to the
      Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
      Interest I-LTM8 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Balance of REMIC I Regular Interest
      I-LTM8 has been reduced to zero; fifth, to the Uncertificated Balances of REMIC
      I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM7 and REMIC I Regular
      Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance
      of REMIC I Regular Interest I-LTM7 has been reduced to zero; sixth to the
      Uncertificated Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular
      Interest I-LTM6 and REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%,
      respectively, until the Uncertificated Balance of REMIC I Regular Interest
      I-LTM6 has been reduced to zero; seventh to the Uncertificated Balances of
      REMIC
      I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM5 and REMIC I Regular
      Interest I-LTZZ, 98%, 1% and 1%, 

     


    
      
        
        

      

      
        115

        
          

        

      

      
        
        

      

    


    respectively,
      until the Uncertificated Balance of REMIC I Regular Interest I-LTM5 has been
      reduced to zero; eighth to the Uncertificated Balances of REMIC I Regular
      Interest I-LTAA, REMIC I Regular Interest I-LTM4 and REMIC I Regular Interest
      I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated Balance of REMIC
      I Regular Interest I-LTM4 has been reduced to zero; ninth, to the Uncertificated
      Balances of REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM3
      and
      REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Balance of REMIC I Regular Interest I-LTM3 has been reduced
      to
      zero; tenth, to the Uncertificated Balances of REMIC I Regular Interest I-LTAA,
      REMIC I Regular Interest I-LTM2 and REMIC I Regular Interest I-LTZZ, 98%, 1%
      and
      1%, respectively, until the Uncertificated Balance of REMIC I Regular Interest
      I-LTM2 has been reduced to zero; eleventh, to the Uncertificated Balances of
      REMIC I Regular Interest I-LTAA, REMIC I Regular Interest I-LTM1 and REMIC
      I
      Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until the Uncertificated
      Balance of REMIC I Regular Interest I-LTM1 has been reduced to zero; and
      twelfth, concurrently, to the Uncertificated Balances of the REMIC I Regular
      Interest I-LTAA, the REMIC I Regular Interests I-LTA1, I-LTA2, I-LTA3, and
      I-LTA4 on a pro
      rata
      basis,
      and the REMIC I Regular Interest I-LTZZ, 98%, 1% and 1%, respectively, until
      the
      respective Uncertificated Balance of such REMIC I Regular Interests have been
      reduced to zero.

     

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

     

    SECTION
      5.06 Exchange
      Commission; Additional Information.
      (a)
      Notwithstanding anything herein to the contrary, the Depositor, and not the
      Securities Administrator, shall be responsible for executing each Form 10-K
      filed on behalf of the Trust. 

     

    Within
      15
      days after each Distribution Date, the Securities Administrator shall, in
      accordance with applicable law, prepare and file with the Commission via the
      Electronic Data Gathering and Retrieval System (“EDGAR”),
      any
      Form 10-D (or other comparable Form containing the same or comparable
      information or other information mutually agreed upon), in form and substance
      as
      required by the Exchange Act, with a copy of the statement to the
      Certificateholders for such Distribution Date as an exhibit thereto. Any
      necessary disclosure in addition to the statement to the Certificateholders
      that
      is required to be included on Form 10-D (“Additional
      Form 10-D Disclosure”)
      shall,
      pursuant to the paragraph immediately below, be reported by the Seller, the
      Depositor, the Securities Administrator, the Trustee, the Custodian, the
      Applicable Servicer, the Trust, the Master Servicer, any servicer under Item
      1108(a)(3) of Regulation AB, any originator under Item 1110(b) of Regulation
      AB,
      and any other party contemplated by Items 1100(d)(1), 1112(b), Item 1114(b)(2)
      or 1115(b) of Regulation AB as identified to the Securities Administrator by
      the
      Depositor (together the “Reporting
      Parties”),
      directed and approved by the Depositor, and the Securities Administrator will
      have no duty or liability for any failure hereunder to determine or prepare
      any
      Additional Form 10-D Disclosure absent such reporting, direction and
      approval.

     


    
      
        
        

      

      
        116

        
          

        

      

      
        
        

      

    


    For
      so
      long as the Trust is subject to the reporting requirements of the Securities
      Exchange Act of 1934, as amended (the “Exchange
      Act”),
      within 5 calendar days after the related Distribution Date, (i) the
      Reporting Parties shall be required to provide to the Securities Administrator
      and the Depositor, to the extent known by a Responsible Officer, in
      EDGAR-compatible form, or in such other form as otherwise agreed upon by the
      Securities Administrator and the Depositor and such party, the form and
      substance of the Additional Form 10-D Disclosure applicable to such party,
      and
      (ii) the Depositor will approve, as to form and substance, or disapprove, as
      the
      case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D.
      The Securities Administrator has no duty under this Agreement to monitor or
      enforce the performance by the Reporting Parties of their duties under this
      paragraph or proactively solicit or procure from such parties any Additional
      Form 10-D Disclosure information. The Depositor will be responsible for any
      reasonable fees and expenses assessed or incurred by the Securities
      Administrator in connection with including any Additional Form 10-D Disclosure
      on Form 10-D pursuant to this paragraph.

     

    After
      preparing the Form 10-D, the Securities Administrator shall forward
      electronically a draft copy of the Form 10-D to the Depositor for review. No
      later than 2 Business Days prior to the 15th calendar day after the related
      Distribution Date, a senior officer of the Depositor shall sign the Form 10-D
      and return an electronic or fax copy of such signed Form 10-D (with an original
      executed hard copy to follow by overnight mail) to the Securities Administrator.
      If a Form 10-D cannot be filed on time or if a previously filed Form 10-D needs
      to be amended, the Securities Administrator will follow the procedures set
      forth
      in the second paragraph of Section
      5.06(d).
      Promptly (but no later than 1 Business Day) after filing with the Commission,
      the Securities Administrator will make available on its internet website a
      final
      executed copy of each Form 10-D prepared
      and filed by the Securities Administrator.
      The
      signing party at the Depositor can be contacted as described in Section
      14.05
      hereto.
      The parties to this Agreement acknowledge that the performance by the Securities
      Administrator of its duties under this Section
      5.06(a)
      related
      to the timely preparation and filing of Form 10-D is contingent upon such
      parties strictly observing all applicable deadlines in the performance of their
      duties under this Section
      5.06(a),
      Sections
      12.04,
      1304,
      13.05,
      14.04
      and
14.05.
      The
      Securities Administrator shall have no liability for any loss, expense, damage
      or claim arising out of or with respect to any failure to properly prepare
      and/or timely file such Form 10-D, where such failure results from the
      Securities Administrator’s inability or failure to receive, on a timely basis,
      any information from any other party hereto needed to prepare, arrange for
      execution or file such Form 10-D, not resulting from its own negligence, bad
      faith or willful misconduct.

     

    (b)
      Within
      90 days after the end of each fiscal year of the Trust or such earlier date
      as
      may be required by the Exchange Act (the “10-K
      Filing Deadline”)
      (it
      being understood that the fiscal year for the Trust ends on December 31st of
      each year), commencing in March 2008, the Securities Administrator shall prepare
      and file on behalf of the Trust a Form 10-K, in form and substance as required
      by the Exchange Act. Each such Form 10-K shall include the following items,
      in
      each case to the extent they have been delivered to the Securities Administrator
      within 

     


    
      
        
        

      

      
        117

        
          

        

      

      
        
        

      

    


    the
      applicable time frames set forth in this Agreement, (i) an annual compliance
      statement for the Applicable Servicer, the Master Servicer and each Additional
      Servicer, as described under Section
      13.04 and Section 14.04,
      (ii)(A)
      the annual reports on assessment of compliance with servicing criteria for
      the
      Applicable Servicer, the Master Servicer, and each Additional Servicer, as
      described under Sections 12.04, 13.05 and 14.05, and (B) if the Applicable
      Servicer’s, the Master Servicer’s or each Additional Servicer’s report on
      assessment of compliance with servicing criteria described under Sections 12.04,
      13.05 and 14.05 identifies any material instance of noncompliance, disclosure
      identifying such instance of noncompliance, or if the Applicable Servicer’s, the
      Master Servicer’s, each Additional Servicer’s or the Securities Administrator’s
      report on assessment of compliance with servicing criteria described under
      Sections
      12.04,
      13.05
      and
      14.05
      is not
      included as an exhibit to such Form 10-K, disclosure that such report is not
      included and an explanation why such report is not included, (iii)(A) the
      registered public accounting firm attestation report for the Applicable
      Servicer, the Master Servicer, each Additional Servicer and the Securities
      Administrator, as described under Sections
      12.04,
      13.05
      and
      14.05,
      and (B)
      if any registered public accounting firm attestation report described under
      Sections
      12.04,
      13.05
      and
      14.05
      identifies any material instance of noncompliance, disclosure identifying such
      instance of noncompliance, or if any such registered public accounting firm
      attestation report is not included as an exhibit to such Form 10-K, disclosure
      that such report is not included and an explanation why such report is not
      included, and (iv) a Sarbanes Certification signed by the Depositor as described
      in Section
      13.05.
      In
      addition, the Securities Administrator shall sign a certification (in the form
      attached hereto as Exhibit
      I-2)
      for the
      benefit of the Applicable Servicer and its officers, directors and Affiliates
      regarding certain aspects of the Servicer Certification (the “Securities
      Administrator Certification”)
      (provided,
      however,
      that
      the Securities Administrator shall not undertake an analysis of the accountant’s
      report attached as an exhibit to Form 10-K). Any necessary disclosure that
      is
      required to be included on Form 10-K (“Additional
      Form 10-K Disclosure”)
      shall,
      pursuant to the paragraph immediately below, be reported by the Reporting
      Parties and directed and approved by the Depositor, and the Securities
      Administrator will have no duty or liability for any failure hereunder to
      determine or prepare any Additional Form 10-K Disclosure absent such reporting,
      direction and approval.

     

    For
      so
      long as the Trust is subject to the reporting requirements of the Exchange
      Act,
      no later than March 15, commencing in March 2008 (i) the Reporting Parties
      shall be required to provide to the Securities Administrator and the Depositor,
      to the extent known by a Responsible Officer, in EDGAR-compatible form, or
      in
      such other form as otherwise agreed upon by the Securities Administrator and
      the
      Depositor and such party, the form and substance of the Additional Form 10-K
      Disclosure applicable to such party, and (ii) the Depositor will approve, as
      to
      form and substance, or disapprove, as the case may be, the inclusion of the
      Additional Form 10-K Disclosure on Form 10-K. The Securities Administrator
      has
      no duty under this Agreement to monitor or enforce the performance by the
      Reporting Parties of their duties under this paragraph or proactively solicit
      or
      procure from such parties any Additional Form 10-K Disclosure information.
      The
      Depositor will be responsible for any reasonable fees and expenses assessed
      or
      incurred by the Securities Administrator in connection with including any
      Additional Form 10-K Disclosure on Form 10-K pursuant to this
      paragraph.

     


    
      
        
        

      

      
        118

        
          

        

      

      
        
        

      

    


    After
      preparing the Form 10-K, the Securities Administrator shall forward
      electronically a draft copy of the Form 10-K to the Depositor for review. No
      later than end of business New York City time on the 4th Business Day prior
      to
      the 10-K Filing Deadline, a senior officer of the Depositor shall sign the
      Form
      10-K, and return an electronic or fax copy of such signed Form 10-K (with an
      original executed hard copy to follow by overnight mail) to the Securities
      Administrator. If a Form 10-K cannot be filed on time or if a previously filed
      Form 10-K needs to be amended, the Securities Administrator will follow the
      procedures set forth in the second paragraph of Section
      5.06(d).
      Promptly (but no later than 1 Business Day) after filing with the Commission,
      the Securities Administrator will make available on its internet website a
      final
      executed copy of each Form 10-K prepared and filed by the Securities
      Administrator. The signing party at the Depositor can be contacted as described
      in Section
      14.05.
      The
      parties to this Agreement acknowledge that the performance by the Securities
      Administrator of its duties under this Section
      5.06(b)
      related
      to the timely preparation and filing of Form 10-K is contingent upon such
      parties (and any Additional Servicer or Servicing Function Participant) strictly
      observing all applicable deadlines in the performance of their duties under
      this
Section
      5.06,
      Sections
      12.04
      and
13.05
      and
Section
      13.04.
      The
      Securities Administrator shall have no liability for any loss, expense, damage,
      claim arising out of or with respect to any failure to properly prepare and/or
      timely file such Form 10-K, where such failure results from the Securities
      Administrator’s inability or failure to receive, on a timely basis, any
      information from any other party hereto needed to prepare, arrange for execution
      or file such Form 10-K, not resulting from its own negligence, bad faith or
      willful misconduct.

     

    (c)
      Within
      four (4) Business Days after the occurrence of an event requiring disclosure
      on
      Form 8-K (each such event, a “Reportable
      Event”),
      and
      if requested by the Depositor and to the extent it receives the Form 8-K
      Disclosure Information described below, the Securities Administrator shall
      prepare and file on behalf of the Trust any Form 8-K, as required by the
      Exchange Act, provided that the Depositor shall file the initial Form 8-K in
      connection with the issuance of the Certificates. Any disclosure or information
      related to a Reportable Event or that is otherwise required to be included
      on
      Form 8-K (“Form
      8-K Disclosure Information”)
      shall,
      pursuant to the paragraph immediately below, be reported by the Reporting
      Parties and directed and approved by the Depositor, and the Securities
      Administrator will have no duty or liability for any failure hereunder to
      determine or prepare any Form 8-K Disclosure Information absent such reporting,
      direction and approval.

     

    For
      so
      long as the Trust is subject to the reporting requirements of the Exchange
      Act,
      no later than end of business on the 2nd Business Day after the occurrence
      of a
      Reportable Event (i) the
      Reporting Parties hereto shall be required to provide to the Securities
      Administrator and the Depositor, to the extent known by a Responsible Officer,
      in EDGAR-compatible form, or in such other form as otherwise agreed upon by
      the
      Securities Administrator and the Depositor and such party, the form and
      substance of the Form 8-K Disclosure Information applicable to such party,
      and
      (ii) the Depositor will approve, as to form and substance, or disapprove, as
      the
      case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K.
      The Securities Administrator has no duty under this Agreement to monitor or
      enforce the performance by the Reporting Parties of their duties under this
      paragraph or proactively solicit or procure from such parties any Form 8-K
      Disclosure Information. The Depositor will be responsible for any reasonable
      fees and expenses assessed or incurred by the Securities Administrator in
      connection with including any Form 8-K Disclosure Information on Form 8-K
      pursuant to this paragraph.

     


    
      
        
        

      

      
        119

        
          

        

      

      
        
        

      

    


    After
      preparing the Form 8-K, the Securities Administrator shall forward
      electronically a draft copy of the Form 8-K to the Depositor and the Applicable
      Servicer for review. No later than Noon New York City time on the 4th Business
      Day after the Reportable Event, a senior officer of the Depositor shall sign
      the
      Form 8-K and return an electronic or fax copy of such signed Form 8-K (with
      an
      original executed hard copy to follow by overnight mail) to the Securities
      Administrator. If a Form 8-K cannot be filed on time or if a previously filed
      Form 8-K needs to be amended, the Securities Administrator will follow the
      procedures set forth in the second paragraph of Section
      5.06(d).
      Promptly (but no later than 1 Business Day) after filing with the Commission,
      the Securities Administrator will, make available on its internet website a
      final executed copy of each Form 8-K prepared and filed by the Securities
      Administrator. The signing party at the Depositor can be contacted as described
      in Section
      14.05.
      The
      parties to this Agreement acknowledge that the performance by the Securities
      Administrator of its duties under this Section
      5.06(c)
      related
      to the timely preparation and filing of Form 8-K is contingent upon such parties
      strictly observing all applicable deadlines in the performance of their duties
      under this Section
      5.06(c).
      The
      Securities Administrator shall have no liability for any loss, expense, damage,
      claim arising out of or with respect to any failure to properly prepare and/or
      timely file such Form 8-K, where such failure results from the Securities
      Administrator’s inability or failure to receive, on a timely basis, any
      information from any other party hereto needed to prepare, arrange for execution
      or file such Form 8-K, not resulting from its own negligence, bad faith or
      willful misconduct.

     

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

     

    In
      the
      event that the Securities Administrator is unable to timely file with the
      Commission all or any required portion of any Form 8-K, 10-D or 10-K required
      to
      be filed by this Agreement because required disclosure information was either
      not delivered to it or delivered to it after the delivery deadlines set forth
      in
      this Agreement or for any other reason, the Securities Administrator will
      promptly notify the Depositor of such inability to make a timely filing with
      the
      Commission. In the case of Form 10-D and 10-K, the Depositor, Applicable
      Servicer and Securities Administrator will cooperate to prepare and file a
      Form
      12b-25 and a 10-DA and 10-KA as applicable, pursuant to Rule 12b-25 of the
      Exchange Act. In the case of Form 8-K, the Securities Administrator will, upon
      receipt of all required Form 8-K Disclosure Information and upon the approval
      and direction of the Depositor, include such disclosure information on the
      next
      succeeding Form 10-D to be filed for the Trust. In the event that any previously
      filed Form 8-K, 10-D or 10-K needs to be amended, the Securities Administrator
      will notify the Depositor and the Applicable Servicer and such parties agree
      to
      cooperate in connection with the Securities Administrator’s preparation of any
      necessary 8-KA, 10-DA or 10-KA. Any Form 15 shall be signed by an officer of
      the
      Master Servicer and any Form 12b-25 or any amendment to Form 10-D, Form 8-K
      or
      Form 10-K shall be signed by a senior officer of the Depositor. The Depositor
      and Applicable Servicer acknowledge that the performance by the Securities
      Administrator of its duties under this Section
      5.06(d)
      related
      to the timely preparation and filing of Form 15, a Form 12b-25 or any amendment
      to Form 8-K, 10-D or 10-K is contingent upon the Applicable Servicer and the
      Depositor performing their duties under this Section. The Securities
      Administrator shall have no liability for any loss, expense, damage, claim
      arising out of or with respect to any failure to properly prepare and/or timely
      file any such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D or
      10-K,
      where such failure results from the Securities Administrator’s inability or
      failure to receive, on a timely basis, any information from any other party
      hereto needed to prepare, arrange for execution or file such Form 15, Form
      12b-25 or any amendments to Forms 8-K, 10-D or 10-K, not resulting from its
      own
      negligence, bad faith or willful misconduct.

     


    
      
        
        

      

      
        120

        
          

        

      

      
        
        

      

    


    The
      Securities Administrator shall have no responsibility to file any items other
      than those specified in this Section
      5.06;
      provided,
      however,
      the
      Securities Administrator and the Applicable Servicer will cooperate with the
      Depositor in connection with any additional filings with respect to the Trust
      Fund as the Depositor deems necessary under the Exchange Act. 

     

    SECTION
      5.07 The
      Swap Agreement.
      (a)
      On the
      Closing Date, the Securities Administrator, on behalf of the Trust shall
      (i) establish and maintain in its name, in trust for the benefit of Class A
      and Mezzanine Certificates, the Swap Account and (ii) for the benefit of the
      Class A and Mezzanine Certificates, cause the Trust to enter into the Swap
      Agreement. The Securities Administrator, on behalf of the Trust, shall deposit
      in the Swap Account all payments that are payable to the Trust Fund under the
      Swap Agreement. Net Swap Payments and Swap Termination Payments (other than
      Swap
      Termination Payments resulting from a Swap Counterparty Trigger Event) payable
      by the Securities Administrator, on behalf of the Trust, to the Swap
      Counterparty pursuant to the Swap Agreement shall be excluded from the Available
      Distribution Amount and shall be paid to the Swap Counterparty pursuant to
      the
      Swap Agreement prior to any distributions to the Certificateholders. On the
      Business Day prior to each Distribution Date, such amounts will be remitted
      by
      the Securities Administrator, on behalf of the Trust, to the Swap Account for
      payment to the Swap Counterparty, first to make any Net Swap Payment owed to
      the
      Swap Counterparty pursuant to the Swap Agreement for such Distribution Date,
      and
      second to make any Swap Termination Payment (not due to a Swap Counterparty
      Trigger Event) owed to the Swap Counterparty pursuant to the Swap Agreement
      for
      such Distribution Date. For federal income tax purposes, such amounts paid
      to
      the Swap Account on the Business Day prior to each Distribution Date shall
      be
      deemed paid to the Swap Account in respect of REMIC II Regular Interest CE-IO
      to
      the extent of the amount distributable on such REMIC II Regular Interest on
      such
      Distribution Date. Any Swap Termination Payment triggered by a Swap Counterparty
      Trigger Event owed to the Swap Counterparty pursuant to the Swap Agreement
      will
      be subordinated to distributions to the Holders of the Class A and Mezzanine
      Certificates and shall be paid as set forth under Section 5.01(a)(5)(v).
      Net
      Swap Payments payable by the Swap Counterparty to the Securities Administrator
      on behalf of the Trust Fund pursuant to the Swap Agreement will be deposited
      by
      the Securities Administrator into the Swap Account. On each Distribution Date,
      to the extent required, the Securities Administrator, on behalf of the Trust,
      shall withdraw the following amounts from the Swap Account to distribute to
      the
      Certificates in the following order of priority, in the case of clauses
      (D),
      (F),
      (G)
      and
(H),
      to the
      extent not covered by Net Monthly Excess Cash Flow:

     


    
      
        
        

      

      
        121

        
          

        

      

      
        
        

      

    


    (A) first,
      to the
      Holders of the Class A Certificates, to pay any unpaid Senior Interest
      Distribution Amount allocable to such Class of Class A Certificates, on a
      pro rata basis based on the entitlement of each such class (in each case to
      the
      extent not covered by the Interest Remittance Amount);

     

    (B) second,
      to the
      Holders of the Class A Certificates, to pay accrued and unpaid interest to
      the
      extent unpaid from interest collections, but only to the extent of Prepayment
      Interest Shortfalls (not covered by payments by the Applicable Servicer or
      the
      Master Servicer pursuant to Section
      3.24
      or
Section 4.15,
      respectively) allocated to such Certificates on such Distribution Date, on
      a pro
      rata basis, based on the amount of such Prepayment Interest Shortfalls
      previously allocated thereto that remain unreimbursed;

     

    (C) third,
      to
      the
      Holders of the Mezzanine Certificates, in their order of payment priority,
      to
      pay any unpaid Interest Distribution Amount allocable to each such class (in
      each case to the extent not covered by the Interest Remittance
      Amount);

     

    (D) fourth,
      to
      the
      Holders of the Mezzanine Certificates, in order of Highest Priority, in each
      case up to the related unpaid Interest Carry Forward Amount related to such
      Certificates for such Distribution Date;

     

    (E) fifth,
      to the
      Holders of the Mezzanine Certificates, in order of Highest Priority, to pay
      accrued and unpaid interest to the extent unpaid from interest collections,
      but
      only to the extent of Prepayment Interest Shortfalls (not covered by payments
      by
      the Applicable Servicer or the Master Servicer pursuant to Section
      3.24
      or
Section 4.15,
      respectively) allocated to such Certificates on such Distribution
      Date;

     

    (F) sixth,
      to the
      Holders of the Class A Certificates, on a pro rata basis, based on the amount
      of
      Net WAC Rate Carryover Amounts previously allocated thereto that remain
      unreimbursed, and then sequentially to the Holders of the Class of Mezzanine
      Certificates in order of Highest Priority, the amount of any Net WAC Rate
      Carryover Amounts remaining unpaid as of that Distribution Date; 

     

    (G) seventh,
      to the
      Holders of the Class or Classes of Class A and Mezzanine Certificates then
      entitled to receive distributions in respect of principal, in an amount equal
      to
      the Overcollateralization Increase Amount, distributable as part of the
      Principal Distribution Amount, but only to the extent of the principal portion
      of Realized Losses for such Distribution Date; 

     

    (H) eighth,
      to the
      Holders of the Class A Certificates, on a pro rata basis, based on the amount
      of
      any Allocated Realized Loss Amounts previously allocated thereto that remain
      unreimbursed, and then to the Holders of the Class of Mezzanine Certificates,
      in
      order of Highest Priority, the principal portion of any Allocated Realized
      Loss
      Amount previously allocated thereto that remain unreimbursed; and

     

    (I) ninth,
      to the
      Holders of the Class CE-1 Certificates any balance remaining.

     


    
      
        
        

      

      
        122

        
          

        

      

      
        
        

      

    


    (b)
      Subject
      to Sections
      9.01
      and
9.02
      hereof,
      the Securities Administrator agrees to comply with the terms of the Swap
      Agreement and to enforce the terms and provisions thereof against the Swap
      Counterparty at the written direction of the Holders of Class A and Mezzanine
      Certificates entitled to at least 51% of the Voting Rights of such Classes
      of
      Certificates, or if the Securities Administrator does not receive such direction
      from such Certificateholders, then at the written direction of the Class CE-1
      Certificateholder.

     

    (c)
      The Swap
      Account shall be an Eligible Account. Amounts held in the Swap Account from
      time
      to time shall continue to constitute assets of the Trust Fund, but not of any
      REMIC, until released from the Swap Account pursuant to this Section
      5.07.
      The
      Swap Account constitutes an “outside reserve fund” within the meaning of U.S.
      Treasury Regulation Section 1.860G-2(h) and is not an asset of any REMIC. The
      Class CE-1 Certificateholder shall be the owner of the Swap Account. The
      Securities Administrator shall keep records that accurately reflect the funds
      on
      deposit in the Swap Account. All funds in the Swap Account shall remain
      uninvested.

     

    (d)
      The
      Securities Administrator shall treat the holders of each Class of Certificates
      (other than the Class CE-1 Certificates, Class CE-2 Certificates and Class
      R
      Certificates) as having entered into a notional principal contract with the
      holders of the Class CE-1 Certificates. Pursuant to each such notional principal
      contract, all holders of Certificates (other than the Class CE-1 Certificates,
      Class CE-2 Certificates and Class R Certificates) shall be treated as having
      agreed to pay, on each Distribution Date, to the holder of the Class CE-1
      Certificates an aggregate amount equal to the excess, if any, of (i) the amount
      payable on such Distribution Date on the REMIC II Regular Interest corresponding
      to such Class of Certificates over (ii) the amount payable on such Class of
      Certificates on such Distribution Date (such excess, a “Class
      IO Distribution Amount”).
      In
      addition, pursuant to such notional principal contract, the holder of the Class
      CE-1 Certificates shall be treated as having agreed to pay the related Net
      WAC
      Rate Carryover Amounts to the holders of the Certificates (other than the Class
      CE-1 Certificates, Class CE-2 Certificates and Class R Certificates) in
      accordance with the terms of this Agreement. Any payments to the Certificates
      from amounts deemed received in respect of this notional principal contract
      shall not be payments with respect to a “regular interest” in a REMIC within the
      meaning of Code Section 860G(a)(1). However, any payment from the Certificates
      (other than the Class CE-1 Certificates, Class CE-2 Certificates and Class
      R
      Certificates) of a Class IO Distribution Amount shall be treated for tax
      purposes as having been received by the holders of such Certificates in respect
      of the REMIC II Regular Interest corresponding to such Class of Certificates
      and
      as having been paid by such holders to the Swap Account pursuant to the notional
      principal contract. Thus, each Certificate (other than the Class CE-1
      Certificates and Class R Certificates) shall be treated as representing not
      only
      ownership of regular interests in REMIC II, but also ownership of an interest
      in, and obligations with respect to, a notional principal contract.

     

    (e)
      On the
      Closing Date, the Securities Administrator, on behalf of the Trust, shall
      establish and maintain a Posted Collateral Account pursuant to the terms of
      the
      Swap Agreement. The Securities Administrator shall deposit in the Posted
      Collateral Account all collateral posted by the Swap Counterparty pursuant
      to
      Paragraph 13(g)(i) of the credit support annex to the Swap Agreement and held
      by
      Securities Administrator, on behalf of the Trust, pursuant to the credit support
      annex to the Swap Agreement. Assets deposited into the Posted Collateral Account
      (i) shall not be commingled or used with any other asset held by the Securities
      Administrator and (ii) shall not be transferred to any other person or entity
      except as may be provided in the Swap Agreement. The Posted Collateral Account
      shall be an Eligible Account. All funds in the Posted Collateral Account shall
      remain uninvested. The Posted Collateral Account and any amounts or assets
      held
      in such account shall not be part of any REMIC created hereunder.

     

     


    
      
        
        

      

      
        123

        
          

        

      

      
        
        

      

    


    SECTION
      5.08 Tax
      Treatment of Swap Payments and Swap Termination Payments.
      (a)
      For
      federal income tax purposes, each holder of a Class A Certificate or a Mezzanine
      Certificate is deemed to own an undivided beneficial ownership interest in
      a
      REMIC regular interest and the right to receive payments from the Swap Account
      in respect of the Net WAC Rate Carryover Amount, and the obligation to make
      payments to the Swap Account as provided herein. For federal income tax
      purposes, the Securities Administrator will account for payments to each Class
      A
      and Mezzanine Certificates as follows: each Class A and Mezzanine Certificate
      will be treated as receiving their entire payment from REMIC II (regardless
      of
      any Swap Termination Payment or obligation under the Swap Agreement) and
      subsequently paying their portion of any Swap Termination Payment in respect
      of
      each such Class’ obligation under the Swap Agreement. In the event that any such
      Class is resecuritized in a REMIC, the obligation under the Swap Agreement
      to
      pay any such Swap Termination Payment (or any Net Swap Payment), will be made
      by
      one or more of the REMIC Regular Interests issued by the resecuritization REMIC
      subsequent to such REMIC Regular Interest receiving its full payment from any
      such Class A or Mezzanine Certificate. Resecuritization of any Class A or
      Mezzanine Certificate in a REMIC will be permissible only if the Trustee
      hereunder is the trustee in such resecuritization.

     

    (b)
      The
      REMIC regular interest corresponding to a Class A or Mezzanine Certificate
      will
      be entitled to receive interest and principal payments at the times and in
      the
      amounts equal to those made on the certificate to which it corresponds, except
      that (i) the maximum interest rate of that REMIC regular interest will equal
      the
      Net WAC Pass-Through Rate computed for this purpose by limiting the base
      calculation amount of the Swap Agreement to the aggregate principal balance
      of
      the Mortgage Loans and (ii) any Swap Termination Payment will be treated as
      being payable solely from Net Monthly Excess Cash Flow. As a result of the
      foregoing, the amount of distributions and taxable income on the REMIC regular
      interest corresponding to a Class A or Mezzanine Certificate may exceed the
      actual amount of distributions on the Class A or Mezzanine
      Certificate.

     

    ARTICLE
      VI


     

    THE
      CERTIFICATES

     

    SECTION
      6.01 The
      Certificates.
      (a)
      The
      Certificates in the aggregate will represent the entire beneficial ownership
      interest in the Mortgage Loans and all other assets included in REMIC
      I.

     


    
      
        
        

      

      
        124

        
          

        

      

      
        
        

      

    


    The
      Certificates will be substantially in the forms annexed hereto as Exhibits
      A-1
      through
A-17.
      The
      Certificates of each Class will be issuable in registered form only, in
      denominations of authorized Percentage Interests as described in the definition
      thereof. Each Certificate will share ratably in all rights of the related
      Class.

     

    Upon
      original issue, the Certificates shall be executed, authenticated by the
      Securities Administrator and delivered to the Trustee upon the written order
      of
      the Depositor. The Certificates shall be executed on behalf of the Trust by
      manual or facsimile signature on behalf of the Securities Administrator by
      an
      authorized signatory. Certificates bearing the manual or facsimile signatures
      of
      individuals who were at any time the proper officers of the Securities
      Administrator shall bind the Trust notwithstanding that such individuals or
      any
      of them have ceased to hold such offices prior to the authentication and
      delivery of such Certificates or did not hold such offices at the date of such
      Certificates. No Certificate shall be entitled to any benefit under this
      Agreement or be valid for any purpose, unless there appears on such Certificate
      a certificate of authentication substantially in the form provided herein
      executed by the Securities Administrator by manual signature, and such
      certificate of authentication shall be conclusive evidence, and the only
      evidence, that such Certificate has been duly authenticated and delivered
      hereunder. All Certificates shall be dated the date of their
      authentication.

     

    (b) The
      Class
      A Certificates and the Mezzanine Certificates shall initially be issued as
      one
      or more Certificates held by the Book-Entry Custodian or, if appointed to hold
      such Certificates as provided below, the Depository and registered in the name
      of the Depository or its nominee and, except as provided below, registration
      of
      such Certificates may not be transferred by the Trustee except to another
      Depository that agrees to hold such Certificates for the respective Certificate
      Owners with Ownership Interests therein. The Certificate Owners shall hold
      their
      respective Ownership Interests in and to such Certificates through the
      book-entry facilities of the Depository and, except as provided below, shall
      not
      be entitled to definitive, fully registered Certificates (“Definitive
      Certificates”)
      in
      respect of such Ownership Interests. All transfers by Certificate Owners of
      their respective Ownership Interests in the Book-Entry Certificates shall be
      made in accordance with the procedures established by the Depository Participant
      or brokerage firm representing such Certificate Owner. Each Depository
      Participant shall only transfer the Ownership Interests in the Book-Entry
      Certificates of Certificate Owners it represents or of brokerage firms for
      which
      it acts as agent in accordance with the Depository’s normal procedures. The
      Securities Administrator is hereby initially appointed as the Book-Entry
      Custodian and hereby agrees to act as such in accordance herewith and in
      accordance with the agreement that it has with the Depository authorizing it
      to
      act as such. The Book-Entry Custodian may, and, if it is no longer qualified
      to
      act as such, the Book-Entry Custodian shall, appoint, by a written instrument
      delivered to the Depositor, the Applicable Servicer, the Trustee and, if the
      Securities Administrator is not the Book-Entry Custodian, the Securities
      Administrator, any other transfer agent (including the Depository or any
      successor Depository) to act as Book-Entry Custodian under such conditions
      as
      the predecessor Book-Entry Custodian and the Depository or any successor
      Depository may prescribe, provided that the predecessor Book-Entry Custodian
      shall not be relieved of any of its duties or responsibilities by reason of
      any
      such appointment of other than the Depository. If the Securities Administrator
      resigns or is removed in accordance with the terms hereof, the successor
      Securities Administrator or, if it so elects, the Depository shall immediately
      succeed to its predecessor’s duties as Book-Entry Custodian. The Depositor shall
      have the right to inspect, and to obtain copies of, any Certificates held as
      Book-Entry Certificates by the Book-Entry Custodian.

     


    
      
        
        

      

      
        125

        
          

        

      

      
        
        

      

    


    The
      Trustee, the Securities Administrator, the Applicable Servicer and the Depositor
      may for all purposes (including the making of payments due on the respective
      Classes of Book-Entry Certificates) deal with the Depository as the authorized
      representative of the Certificate Owners with respect to the respective Classes
      of Book-Entry Certificates for the purposes of exercising the rights of
      Certificateholders hereunder. The rights of Certificate Owners with respect
      to
      the respective Classes of Book-Entry Certificates shall be limited to those
      established by law and agreements between such Certificate Owners and the
      Depository Participants and brokerage firms representing such Certificate
      Owners. Multiple requests and directions from, and votes of, the Depository
      as
      Holder of any Class of Book-Entry Certificates with respect to any particular
      matter shall not be deemed inconsistent if they are made with respect to
      different Certificate Owners. The Securities Administrator may establish a
      reasonable record date in connection with solicitations of consents from or
      voting by Certificateholders and shall give notice to the Depository of such
      record date.

     

    If
      (i)(A)
      the Depositor advises the Securities Administrator in writing that the
      Depository is no longer willing or able to properly discharge its
      responsibilities as Depository, and (B) the Depositor is unable to locate a
      qualified successor or (ii) after the occurrence of a Servicer Event of Default,
      Certificate Owners representing in the aggregate not less than 66% of the
      Ownership Interests of the Book-Entry Certificates advise the Securities
      Administrator through the Depository, in writing, that the continuation of
      a
      book-entry system through the Depository is no longer in the best interests
      of
      the Certificate Owners, the Securities Administrator shall notify all
      Certificate Owners, through the Depository, of the occurrence of any such event
      and of the availability of Definitive Certificates to Certificate Owners
      requesting the same. Upon surrender to the Securities Administrator of the
      Book-Entry Certificates by the Book-Entry Custodian or the Depository, as
      applicable, accompanied by registration instructions from the Depository for
      registration of transfer, the Securities Administrator shall cause the
      Definitive Certificates to be issued. Such Definitive Certificates will be
      issued in minimum denominations of $25,000, except that any beneficial ownership
      that was represented by a Book-Entry Certificate in an amount less than $25,000
      immediately prior to the issuance of a Definitive Certificate shall be issued
      in
      a minimum denomination equal to the amount represented by such Book-Entry
      Certificate. None of the Depositor, the Applicable Servicer, the Master Servicer
      or the Securities Administrator shall be liable for any delay in the delivery
      of
      such instructions and may conclusively rely on, and shall be protected in
      relying on, such instructions. Upon the issuance of Definitive Certificates
      all
      references herein to obligations imposed upon or to be performed by the
      Depository shall be deemed to be imposed upon and performed by the Securities
      Administrator, to the extent applicable with respect to such Definitive
      Certificates, and the Securities Administrator shall recognize the Holders
      of
      the Definitive Certificates as Certificateholders hereunder.

     

    SECTION
      6.02 Registration
      of Transfer and Exchange of Certificates.
      (a)
      The
      Securities Administrator shall cause to be kept at one of the offices or
      agencies to be appointed by the Securities Administrator in accordance with
      the
      provisions of Section
      9.11,
      a
      Certificate Register for the Certificates in which, subject to such reasonable
      regulations as it may prescribe, the Securities Administrator shall provide
      for
      the registration of Certificates and of transfers and exchanges of Certificates
      as herein provided.

     


    
      
        
        

      

      
        126

        
          

        

      

      
        
        

      

    


    (b) No
      transfer of any Class M-9 Certificate, Class CE-1 Certificate, Class CE-2
      Certificate, Class P Certificate or Residual Certificate (the “Private
      Certificates”)
      shall
      be made unless that transfer is made pursuant to an effective registration
      statement under the Securities Act of 1933, as amended (the “1933
      Act”),
      and
      effective registration or qualification under applicable state securities laws,
      or is made in a transaction that does not require such registration or
      qualification. In the event that such a transfer of a Private Certificate is
      to
      be made without registration or qualification (other than in connection with
      (i)
      the initial transfer of any such Certificate by the Depositor to an Affiliate
      of
      the Depositor, (ii) the transfer of any such Class CE-1 or Class P Certificate
      to the issuer under the Indenture or the indenture trustee under the Indenture
      or (iii) a transfer of any such Class CE-1 or Class P Certificate from the
      issuer under the Indenture or the indenture trustee under the Indenture to
      the
      Depositor or an Affiliate of the Depositor), the Securities Administrator shall
      require receipt of: (i) if such transfer is purportedly being made in reliance
      upon Rule 144A under the 1933 Act, written certifications from the
      Certificateholder desiring to effect the transfer and from such
      Certificateholder’s prospective transferee, substantially in the forms attached
      hereto as Exhibit
      F-1;
      and
      (ii) in all other cases, an Opinion of Counsel satisfactory to it that such
      transfer may be made without such registration (which Opinion of Counsel shall
      not be an expense of the Trust Fund or of the Depositor, the Trustee, the
      Securities Administrator, the Applicable Servicer in its capacity as such or
      any
      Sub-Servicer), together with copies of the written certification(s) of the
      Certificateholder desiring to effect the transfer and/or such
      Certificateholder’s prospective transferee upon which such Opinion of Counsel is
      based, if any. None of the Depositor, the Securities Administrator or the
      Trustee is obligated to register or qualify any such Certificates under the
      1933
      Act or any other securities laws or to take any action not otherwise required
      under this Agreement to permit the transfer of such Certificates without
      registration or qualification. Any Certificateholder desiring to effect the
      transfer of any such Certificate shall, and does hereby agree to, indemnify
      the
      Trustee, the Securities Administrator, the Depositor and the Applicable Servicer
      against any liability that may result if the transfer is not so exempt or is
      not
      made in accordance with such federal and state laws.

     

    Notwithstanding
      the foregoing, in the event of any such transfer of any Ownership Interest
      in
      any Private Certificate that is a Book-Entry Certificate, except with respect
      to
      the initial transfer of any such Ownership Interest by the Depositor, such
      transfer shall be required to be made in reliance upon Rule 144A under the
      1933
      Act, and the transferee will be deemed to have made each of the transferee
      representations and warranties set forth Exhibit
      F-1
      hereto
      in respect of such interest as if it was evidenced by a Definitive Certificate.
      The Certificate Owner of any such Ownership Interest in any such Book-Entry
      Certificate desiring to effect such transfer shall, and does hereby agree to,
      indemnify the Trustee and the Depositor against any liability that may result
      if
      the transfer is not so exempt or is not made in accordance with such federal
      and
      state laws.

     

    Notwithstanding
      the foregoing, no certification or Opinion of Counsel described in this
Section
      6.02(b)
      will be
      required in connection with the transfer, on the Closing Date, of any Class
      R
      Certificate by the Depositor to an “accredited investor” within the meaning of
      Rule 501(d) of the 1933 Act.

     


    
      
        
        

      

      
        127

        
          

        

      

      
        
        

      

    


    (c) (i) No
      purchase or transfer of the Class CE-1 Certificates, the Class CE-2
      Certificates, the Class P Certificates or the Residual Certificates or any
      interest therein shall be made to any Plan, any Person acting, directly or
      indirectly, on behalf of any such Plan or any Person acquiring such Certificates
      with “plan assets” (within the meaning of the Department of Labor regulation
      promulgated at 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA
      (“Plan
      Assets”))
      of a
      Plan, as certified by such beneficial owner in the form of Exhibit
      G,
      unless
      the beneficial owner provides
      the Securities
      Administrator
      with an
      Opinion of Counsel acceptable to and in form and substance satisfactory to
      the
      Depositor, the Securities
      Administrator
      and the
      Applicable Servicer to the effect that the purchase and holding of such
      Certificates is permissible under applicable law, will not constitute or result
      in any non-exempt prohibited transaction under Section 406 of ERISA or Section
      4975 of the Code (or comparable provisions of any subsequent enactments) and
      will not subject the Depositor, the Applicable Servicer, the Master Servicer,
      the Securities
      Administrator,
      the
      Trustee or the Trust Fund to any obligation or liability (including obligations
      or liabilities under ERISA or Section 4975 of the Code) in addition to those
      undertaken in this Agreement, which Opinion of Counsel shall not be an expense
      of the Depositor, the Applicable Servicer, the Master Servicer, the Securities
      Administrator, the
      Trustee or the Trust Fund.

     

    (ii) Until
      the
      Swap Agreement terminates in May 2011, the Class A-3 Certificates, the Class
      A-4
      Certificates, the Class M-1 Certificates, the Class M-2 Certificates, the Class
      M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates, the
      Class M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates
      and the Class M-9 Certificates or any interest therein may not be purchased
      by
      or transferred to a Plan, any Person acting, directly or indirectly, on behalf
      of any such Plan or any Person acquiring such Certificates with Plan Assets.
      Each beneficial owner of such Certificates or any interest therein shall be
      deemed to have represented, by virtue of its acquisition or holding of such
      Certificates or any interest therein, that it is not a Plan, any Person acting,
      directly or indirectly, on behalf of any such Plan or any Person acquiring
      such
      Certificates with Plan Assets. After the termination of the Swap Agreement
      in
      May 2011, each beneficial owner of the Class A-3 Certificates, the Class A-4
      Certificates, the Class M-1 Certificates, the Class M-2 Certificates, the Class
      M-3 Certificates, the Class M-4 Certificates, the Class M-5 Certificates, the
      Class M-6 Certificates, the Class M-7 Certificates, the Class M-8 Certificates
      or the Class M-9 Certificates or any interest therein shall be deemed to have
      represented, by virtue of its acquisition or holding of such Certificates or
      any
      interest therein, that either (A) it is not a Plan, any Person acting, directly
      or indirectly, on behalf of any such Plan or any Person acquiring such
      Certificates with Plan Assets, (B) it has acquired and is holding such
      Certificates in reliance on the Underwriters’ Exemption, and that it understands
      that there are certain conditions to the availability of the Underwriters’
Exemption, including that such Certificates must be rated, at the time of
      purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
      and such Certificates are so rated, that it is an accredited investor as defined
      in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
      and
      that it will obtain a representation from any transferee that such transferee
      is
      an accredited investor, or (C) (1) it is an insurance company, (2) the source
      of
      funds used to acquire or hold such Certificates or any interest therein is
      an
“insurance company general account,” as such term is defined in Prohibited
      Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections
      I and III of PTCE 95-60 have been satisfied.

     


    
      
        
        

      

      
        128

        
          

        

      

      
        
        

      

    


    (iii) Until
      the
      Swap Agreement terminates in May 2011, the Class A-1 Certificates and the Class
      A-2 Certificates or any interest therein may not be purchased by or transferred
      to a Plan, any Person acting, directly or indirectly, on behalf of any such
      Plan
      or any Person acquiring such Certificates with Plan Assets unless the beneficial
      owner of such Certificates or any interest therein represents that its
      acquisition and holding of such Certificates or any interest therein is eligible
      for exemptive relief under one or more of the following exemptions: Prohibited
      Transaction Class Exemption (“PTCE”)
      96-23
      (for transactions effected by “in-house asset managers”; PTCE 95-60 (for
      transactions by insurance company general accounts); PTCE 91-38, (for
      transactions by bank collective investment funds); PTCE 90-1 (for transactions
      by insurance company pooled separate accounts); PTCE 84-14 (for transactions
      effected by “qualified professional asset managers”) (collectively, the
“Investor Exemptions”) and Section 408(b)(17) of ERISA (for transactions between
      a Plan and a person or an entity that is a party in interest to such Plan (other
      than a party in interest that is a fiduciary, or its affiliate, that has or
      exercises discretionary authority or control or renders investment advice with
      respect to the assets of the Plan involved in the transaction) solely by reason
      of providing services to the Plan, but only if the Plan pays no more, or
      receives no less, than adequate consideration) (the “Service Provider
      Exemption”). After the termination of the Swap Agreement in May 2011, each
      beneficial owner of the Class A-1 Certificates or the Class A-2 Certificates
      or
      any interest therein shall be deemed to have represented, by virtue of its
      acquisition or holding of such Certificates or any interest therein, that either
      (A) it is not a Plan, any Person acting, directly or indirectly, on behalf
      of
      any such Plan or any Person acquiring such Certificates with Plan Assets, (B)
      it
      has acquired and is holding such Certificates in reliance on the Underwriters’
Exemption, and that it understands that there are certain conditions to the
      availability of the Underwriters’ Exemption, including that such Certificates
      must be rated, at the time of purchase, not lower than “BBB-” (or its
      equivalent) by Fitch, S&P or Moody’s and such Certificates are so rated,
      that it is an accredited investor as defined in Rule 501(a)(1) of Regulation
      D
      of the Securities Act of 1933, as amended, and that it will obtain a
      representation from any transferee that such transferee is an accredited
      investor, or (C) it has acquired and is holding such Certificates in reliance
      on
      the Service Provider Exemption or one or more of the Investor Exemptions and
      it
      understands that there are certain conditions to the availability of the Service
      Provider Exemption and the Investor Exemptions.

     

    (iv) Neither
      a
      certification nor an Opinion of Counsel shall be required in connection with
      (A)
      the initial transfer of any such Certificate by the Depositor to an Affiliate
      of
      the Depositor, (B) the transfer of any such Certificate to the issuer under
      the
      Indenture or the indenture trustee under the Indenture or (C) a transfer of
      any
      such Certificate from the issuer under the Indenture or the indenture trustee
      under the Indenture to the Depositor or an Affiliate of the Depositor (in which
      case such transferee shall be deemed to have represented that it is not
      purchasing with Plan Assets), the Trustee and the Securities Administrator
      shall
      be entitled to conclusively rely upon a representation (which, upon the request
      of the Trustee and the Securities Administrator, shall be a written
      representation) from the Depositor of the status of such transferee as an
      affiliate of the Depositor.

     

    (v) If
      any
      Certificate or any interest therein is acquired or held in violation of the
      provisions of this Section 6.02(c), the next preceding permitted beneficial
      owner will be treated as the beneficial owner of that Certificate retroactive
      to
      the date of transfer to the purported beneficial owner. Any
      purported beneficial owner whose acquisition or holding of any such Certificate
      or any interest therein was effected in violation of the provisions of this
      Section 6.02(c) shall indemnify and hold harmless the Depositor, the Applicable
      Servicer, the Master Servicer, the Securities Administrator, the Trustee and
      the
      Trust Fund from and against any and all liabilities, claims, costs or expenses
      incurred by those parties as a result of that acquisition or
      holding.

     

    
      
        
        

      

      
        129

        
          

        

      

      
        
        

      

    

     

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

     

    (A) Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall be a Permitted Transferee and shall promptly notify the Securities
      Administrator
      of any
      change or impending change in its status as a Permitted Transferee.

     

    (B) In
      connection with any proposed Transfer of any Ownership Interest in a Residual
      Certificate, the Securities Administrator shall require delivery to it, and
      shall not register the Transfer of any Residual Certificate until its receipt
      of, an affidavit and agreement (a “Transfer
      Affidavit and Agreement,”
in
      the
      form attached hereto as Exhibit
      F-2)
      from
      the proposed Transferee, in form and substance satisfactory to the Securities
      Administrator, representing and warranting, among other things, that such
      Transferee is a Permitted Transferee, that it is not acquiring its Ownership
      Interest in the Residual Certificate that is the subject of the proposed
      Transfer as a nominee, trustee or agent for any Person that is not a Permitted
      Transferee, that for so long as it retains its Ownership Interest in a Residual
      Certificate, it will endeavor to remain a Permitted Transferee, and that it
      has
      reviewed the provisions of this Section
      6.02(d)
      and
      agrees to be bound by them.

     

    (C) Notwithstanding
      the delivery of a Transfer Affidavit and Agreement by a proposed Transferee
      under clause
      (B)
      above,
      if a Responsible Officer of the Securities Administrator who is assigned to
      this
      transaction has actual knowledge that the proposed Transferee is not a Permitted
      Transferee, no Transfer of an Ownership Interest in a Residual Certificate
      to
      such proposed Transferee shall be effected.

     

    (D) Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall agree (x) to require a Transfer Affidavit and Agreement in the form
      attached hereto as Exhibit
      F-2
      from any
      other Person to whom such Person attempts to transfer its Ownership Interest
      in
      a Residual Certificate and (y) not to transfer its Ownership Interest unless
      it
      provides a Transferor Affidavit (in the form attached hereto as Exhibit
      F-2)
      to the
Securities
      Administrator
      stating
      that, among other things, it has no actual knowledge that such other Person
      is
      not a Permitted Transferee.

     


    
      
        
        

      

      
        130

        
          

        

      

      
        
        

      

    


    (E) Each
      Person holding or acquiring an Ownership Interest in a Residual Certificate,
      by
      purchasing an Ownership Interest in such Certificate, agrees to give the
      Securities Administrator written notice that it is a “pass-through interest
      holder” within the meaning of temporary U.S. Treasury Regulation Section
      1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a
      Residual Certificate, if it is, or is holding an Ownership Interest in a
      Residual Certificate on behalf of, a “pass-through interest
      holder.”

     

    (ii) The
      Securities Administrator will register the Transfer of any Residual Certificate
      only if it shall have received the Transfer Affidavit and Agreement and all
      of
      such other documents as shall have been reasonably required by the Securities
      Administrator as a condition to such registration. In addition, no Transfer
      of a
      Residual Certificate shall be made unless the Securities Administrator shall
      have received a representation letter from the Transferee of such Certificate
      to
      the effect that such Transferee is a Permitted Transferee.

     

    (iii)
      (A) If
      any
      purported Transferee shall become a Holder of a Residual Certificate in
      violation of the provisions of this Section
      6.02(d),
      then
      the last preceding Permitted Transferee shall be restored, to the extent
      permitted by law, to all rights as holder thereof retroactive to the date of
      registration of such Transfer of such Residual Certificate. The Securities
      Administrator shall be under no liability to any Person for any registration
      of
      Transfer of a Residual Certificate that is in fact not permitted by this
Section
      6.02(d)
      or for
      making any payments due on such Certificate to the holder thereof or for taking
      any other action with respect to such holder under the provisions of this
      Agreement.

     

    (B) If
      any
      purported Transferee shall become a holder of a Residual Certificate in
      violation of the restrictions in this Section
      6.02(d)
      and to
      the extent that the retroactive restoration of the rights of the holder of
      such
      Residual Certificate as described in clause
      (iii)(A)
      above
      shall be invalid, illegal or unenforceable, then the Securities Administrator
      shall have the right, but not the obligation, without notice to the holder
      or
      any prior holder of such Residual Certificate, to sell such Residual Certificate
      to a purchaser selected by the Securities Administrator on such terms as the
      Securities Administrator may choose. Such purported Transferee shall promptly
      endorse and deliver each Residual Certificate in accordance with the
      instructions of the Securities Administrator. Such purchaser may be the
      Securities Administrator itself or any Affiliate of the Securities
      Administrator. The proceeds of such sale, net of the commissions (which may
      include commissions payable to the Securities Administrator or its Affiliates),
      expenses and taxes due, if any, will be remitted by the Securities Administrator
      to such purported Transferee. The terms and conditions of any sale under this
      clause
      (iii)(B)
      shall be
      determined in the sole discretion of the Securities Administrator, and the
      Securities Administrator shall not be liable to any Person having an Ownership
      Interest in a Residual Certificate as a result of its exercise of such
      discretion.

     


    
      
        
        

      

      
        131

        
          

        

      

      
        
        

      

    


    (iv) The
      Securities Administrator shall make available to the Internal Revenue Service
      and those Persons specified by the REMIC Provisions all information necessary
      to
      compute any tax imposed (A) as a result of the Transfer of an Ownership Interest
      in a Residual Certificate to any Person who is a Disqualified Organization,
      including the information described in U.S. Treasury Regulations Sections
      1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to the “excess inclusions” of
      such Residual Certificate and (B) as a result of any regulated investment
      company, real estate investment trust, common trust fund, partnership, trust
      estate or organization described in Section 1381 of the Code that holds an
      Ownership Interest in a Residual Certificate having as among its record holders
      at any time any Person which is a Disqualified Organization. Reasonable
      compensation for providing such information may be accepted by the Securities
      Administrator.

     

    (v) The
      provisions of this Section
      6.02(d)
      set
      forth prior to this subsection
      (v)
      may be
      modified, added to or eliminated, provided that there shall have been delivered
      to the Securities Administrator at the expense of the party seeking to modify,
      add to or eliminate any such provision the following:

     

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

     

    (B) an
      Opinion of Counsel, in form and substance satisfactory to the Securities
      Administrator, to the effect that such modification of, addition to or
      elimination of such provisions will not cause any Trust REMIC to cease to
      qualify as a REMIC and will not cause any Trust REMIC to be subject to an
      entity-level tax caused by the Transfer of any Residual Certificate to a Person
      that is not a Permitted Transferee or a Person other than the prospective
      transferee to be subject to a REMIC-tax caused by the Transfer of a Residual
      Certificate to a Person that is not a Permitted Transferee.

     

    (e) Subject
      to the preceding subsections, upon surrender for registration of transfer of
      any
      Certificate at any office or agency of the Securities Administrator maintained
      for such purpose pursuant to Section
      9.12,
      the
      Securities Administrator shall execute, authenticate and deliver, in the name
      of
      the designated Transferee or Transferees, one or more new Certificates of the
      same Class of a like aggregate Percentage Interest.

     

    (f) At
      the
      option of the Holder thereof, any Certificate may be exchanged for other
      Certificates of the same Class with authorized denominations and a like
      aggregate Percentage Interest, upon surrender of such Certificate to be
      exchanged at any office or agency of the Securities Administrator maintained
      for
      such purpose pursuant to Section
      9.12.
      Whenever any Certificates are so surrendered for exchange, the Securities
      Administrator shall execute, authenticate and deliver, the Certificates which
      the Certificateholder making the exchange is entitled to receive. Every
      Certificate presented or surrendered for transfer or exchange shall (if so
      required by the Securities Administrator) be duly endorsed by, or be accompanied
      by a written instrument of transfer in the form satisfactory to the Securities
      Administrator duly executed by, the Holder thereof or his attorney duly
      authorized in writing. In addition, with respect to each Class R Certificate,
      the Holder thereof may exchange, in the manner described above, such Class
      R
      Certificate for two separate Certificates, each representing such Holder’s
      respective Percentage Interest in the Class R-I Interest and the Class R-II
      Interest, respectively, in each case that was evidenced by the Class R
      Certificate being exchanged.

     


    
      
        
        

      

      
        132

        
          

        

      

      
        
        

      

    


    (g) No
      service charge to the Certificateholders shall be made for any transfer or
      exchange of Certificates, but the Securities Administrator may require payment
      of a sum sufficient to cover any tax or governmental charge that may be imposed
      in connection with any transfer or exchange of Certificates.

     

    (h) All
      Certificates surrendered for transfer and exchange shall be canceled and
      destroyed by the Securities Administrator in accordance with its customary
      procedures.

     

    SECTION
      6.03 Mutilated,
      Destroyed, Lost or Stolen Certificates.
      If (i)
      any mutilated Certificate is surrendered to the Securities Administrator, or
      the
      Securities Administrator receives evidence to its satisfaction of the
      destruction, loss or theft of any Certificate, and (ii) there is delivered
      to
      the Securities Administrator such security or indemnity as may be required
      by it
      to save it and the Trustee harmless, then, in the absence of actual knowledge
      by
      the Securities Administrator that such Certificate has been acquired by a bona
      fide purchaser, the Securities Administrator shall execute, authenticate and
      deliver in exchange for or in lieu of any such mutilated, destroyed, lost or
      stolen Certificate, a new Certificate of the same Class and of like denomination
      and Percentage Interest but bearing a number not contemporaneously outstanding.
      Upon the issuance of any new Certificate under this Section, the Securities
      Administrator may require the payment of a sum sufficient to cover any tax
      or
      other governmental charge that may be imposed in relation thereto and any other
      expenses (including the fees and expenses of the Securities Administrator)
      connected therewith. Any replacement Certificate issued pursuant to this Section
      shall constitute complete and indefeasible evidence of ownership in the
      applicable REMIC created hereunder, as if originally issued, whether or not
      the
      lost, stolen or destroyed Certificate shall be found at any time.

     

    SECTION
      6.04 Persons
      Deemed Owners.
      Prior
      to due presentation of a Certificate for registration of transfer, the
      Depositor, the Applicable Servicer, the Master Servicer, the Securities
      Administrator,
      the
      Trustee and any agent of any of them may treat the Person in whose name any
      Certificate is registered as the owner of such Certificate for the purpose
      of
      receiving distributions pursuant to Section
      5.01
      and for
      all other purposes whatsoever, and none of the Depositor, the Applicable
      Servicer, the Master Servicer, Securities
      Administrator,
      the
      Trustee or any agent of any of them shall be affected by notice to the
      contrary.

     

    SECTION
      6.05 Certain
      Available Information.
      On or
      prior to the date of the first sale of any Private Certificate to an Independent
      third party, the Depositor shall provide to the Securities
      Administrator
      a copy
      of any private placement memorandum or other disclosure document used by the
      Depositor in connection with the offer and sale of such Certificates. In
      addition, if any such private placement memorandum or disclosure document is
      revised, amended or supplemented at any time following the delivery thereof
      to
      the Securities
      Administrator,
      the


     


    
      
        
        

      

      
        133

        
          

        

      

      
        
        

      

    


    Depositor
      promptly shall inform the Trustee and the Securities
      Administrator
      of such
      event and shall deliver to the Securities
      Administrator
      a copy
      of the private placement memorandum or disclosure document, as revised, amended
      or supplemented. The Securities
      Administrator
      shall
      maintain at its Corporate Trust Office and shall make available free of charge
      during normal business hours for review by any Holder of a Certificate, a
      Certificate Owner or any Person identified to the Securities
      Administrator
      as a
      prospective transferee of a Certificate, originals or copies of the following
      items: (i) in the case of a Holder, a Certificate Owner or prospective
      transferee of a Private Certificate, the related private placement memorandum
      or
      other disclosure document relating to such Class of Certificates, in the form
      most recently provided to the Securities
      Administrator;
      and
      (ii) in all cases, (A) this Agreement and any amendments hereof entered
      into pursuant to Section 13.01,
      (B) all
      monthly statements required to be delivered to Certificateholders of the
      relevant Class pursuant to Section
      5.02
      since
      the Closing Date, and all other notices, reports, statements and written
      communications delivered to the Certificateholders of the relevant Class
      pursuant to this Agreement since the Closing Date, (C) all certifications
      delivered by a Responsible Officer of the Securities
      Administrator
      since
      the Closing Date pursuant to Section
      11.01(h),
      (D) any
      and all Officer’s Certificates delivered to the Master Servicer by the
      Applicable Servicer since the Closing Date to evidence the Applicable Servicer’s
      determination that any Advance or Servicing Advance was, or if made, would
      be a
      Nonrecoverable Advance or Nonrecoverable Servicing Advance, respectively, and
      (E) any and all Officer’s Certificates delivered to the Trustee and the Master
      Servicer by the Applicable Servicer since the Closing Date pursuant to
Section
      5.04(a).
      Copies
      of any and all of the foregoing items will be available by mail from the
      Securities Administrator upon request at the expense of the Person requesting
      the same.

     

    ARTICLE
      VII


     

    THE
      DEPOSITOR, THE APPLICABLE SERVICER AND THE MASTER SERVICER

     

    SECTION
      7.01 Respective
      Liabilities of the Depositor, the Applicable Servicer and the Master
      Servicer.
      The
      Depositor, the Applicable Servicer and the Master Servicer each shall be liable
      in accordance herewith only to the extent of the obligations specifically
      imposed by this Agreement upon them in their respective capacities as Depositor,
      Applicable Servicer and Master Servicer and undertaken hereunder by the
      Depositor, the Applicable Servicer, and the Master Servicer herein.

     

    SECTION
      7.02 Merger
      or Consolidation of the Depositor, the Master Servicer or the Applicable
      Servicer.
      Subject
      to the following paragraph, the Depositor will keep in full effect its
      existence, rights and franchises as a corporation under the laws of the
      jurisdiction of its incorporation. Subject to the following paragraph, the
      Applicable Servicer will keep in full effect its existence, rights and
      franchises as a corporation under the laws of the jurisdiction of its
      incorporation. Subject to the following paragraph, the Master Servicer will
      keep
      in full effect its existence, rights and franchises as a national banking
      association under the laws of the United States of America. The Depositor,
      the
      Applicable Servicer and the Master Servicer each will obtain and preserve its
      qualification to do business as a foreign entity in each jurisdiction in which
      such qualification is or shall be necessary to protect the validity and
      enforceability of this Agreement, the Certificates or any of the Mortgage Loans
      and to perform its respective duties under this Agreement.

     


    
      
        
        

      

      
        134

        
          

        

      

      
        
        

      

    


    The
      Depositor, the Master Servicer or the Applicable Servicer may be merged or
      consolidated with or into any Person, or transfer all or substantially all
      of
      its Servicing Assets (as defined below) to any Person, in which case any Person
      resulting from any merger or consolidation to which the Depositor, the
      Master Servicer
      or the
      Applicable Servicer shall be a party, or any Person succeeding to the
      residential mortgage loan servicing business of the Depositor, the Master
      Servicer or the Applicable Servicer, shall be the successor of the Depositor,
      the Master Servicer or the Applicable Servicer, as the case may be, hereunder,
      without the execution or filing of any paper or any further act on the part
      of
      any of the parties hereto, anything herein to the contrary notwithstanding;
      provided,
      however,
      that
      (i) such Person shall have a net worth of not less than $1,000,000 and
      (ii) the Rating Agencies’ ratings of the Class A Certificates and the
      Mezzanine Certificates in effect immediately prior to such merger or
      consolidation or transfer will not be qualified, reduced or withdrawn as a
      result thereof (as evidenced by a letter to such effect from the Rating
      Agencies); and provided further,
      that
      any successor to the Master Servicer shall meet the eligibility requirements
      set
      forth in Section
      7.06.
      “Servicing Assets” means the personnel, equipment, facilities (or leases
      relating thereto) and other assets required to operate as a residential mortgage
      loan servicer that are currently being utilized by the Applicable
      Servicer

     

    SECTION
      7.03 Limitation
      on Liability of the Depositor, the Master Servicer, the Applicable Servicer
      and
      Others.
      (a)
      None of
      the Depositor, the Master Servicer, the Securities Administrator, the Applicable
      Servicer or any of the directors, officers, employees or agents of the
      Depositor, the Master Servicer, the Securities Administrator or the Applicable
      Servicer shall be under any liability to the Trustee, Trust Fund or the
      Certificateholders for any action taken or for refraining from the taking of
      any
      action in good faith pursuant to this Agreement, or for errors in judgment;
      provided,
      however,
      that
      this provision shall not protect the Depositor, the Master Servicer, the
      Securities Administrator, the Applicable Servicer or any such person against
      any
      breach of warranties, representations or covenants made herein, or against
      any
      specific liability imposed on any such Person pursuant hereto, or against any
      liability which would otherwise be imposed by reason of willful misfeasance,
      bad
      faith or negligence in the performance of duties or by reason of reckless
      disregard of obligations and duties hereunder. The Depositor, the Master
      Servicer, the Securities Administrator, the Applicable Servicer and any
      director, officer, employee or agent of the Depositor, the Master Servicer
      the
      Securities Administrator, or the Applicable Servicer may rely in good faith
      on
      any document of any kind which, prima facie, is properly executed and submitted
      by any Person respecting any matters arising hereunder. The Depositor, the
      Master Servicer, the Securities Administrator, the Applicable Servicer and
      any
      director, officer, employee or agent of the Depositor, the Master Servicer
      the
      Securities Administrator, or the Applicable Servicer shall be indemnified by
      the
      Trust Fund and held harmless against any loss, liability or expense (including
      reasonable legal fees and disbursements of counsel) incurred on their part
      that
      may be sustained in connection with, arising out of, or related to, any claim
      or
      legal action (including any pending or threatened claim or legal action)
      relating to this Agreement or the Certificates, other than any loss, liability
      or expense relating to any specific Mortgage Loan or Mortgage Loans (except
      as
      any such loss, liability or expense shall be otherwise reimbursable pursuant
      to
      this Agreement) or any loss, 

     


    
      
        
        

      

      
        135

        
          

        

      

      
        
        

      

    


    liability
      or expense incurred by reason of willful misfeasance, bad faith or negligence
      in
      the performance of duties hereunder or by reason of reckless disregard of
      obligations and duties hereunder. None of the Depositor, the Master Servicer
      the
      Securities Administrator, or the Applicable Servicer shall be under any
      obligation to appear in, prosecute or defend any legal action that is not
      incidental to its duties under this Agreement and that in its opinion may
      involve it in any expense or liability; provided,
      however,
      that
      each of the Depositor, the Master Servicer, the Securities Administrator and
      the
      Applicable Servicer may in its discretion undertake any such action which it
      may
      deem necessary or desirable with respect to this Agreement and the rights and
      duties of the parties hereto and the interests of the Certificateholders
      hereunder. In such event, the legal expenses and costs of such action and any
      liability resulting therefrom shall be expenses, costs and liabilities of the
      Trust Fund, and the Depositor, the Master Servicer, the Securities
      Administrator, or the Applicable Servicer shall be entitled to be reimbursed
      therefor from the Custodial Account as and to the extent provided in
Section
      3.11,
      any
      such right of reimbursement being prior to the rights of the Certificateholders
      to receive any amount in the Custodial Account. Nothing in this Subsection
      7.03(a)
      shall
      affect the Applicable Servicer’s or the Master Servicer’s obligation to
      supervise, or to take such actions as are necessary to ensure, the servicing
      and
      administration of the Mortgage Loans pursuant to this Agreement.

     

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

     

    SECTION
      7.04 Limitation
      on Resignation of the Applicable Servicer.
      (a)
      Other
      than in relation to a servicing transfer on the Interim Servicing Transfer
      Date,
      the Applicable Servicer shall not resign from the obligations and duties hereby
      imposed on it except by consent of the Master Servicer or upon determination
      that its duties hereunder are no longer permissible under applicable law. Any
      such determination pursuant to the preceding sentence permitting the resignation
      of the Applicable Servicer shall be evidenced by an Opinion of Counsel to such
      effect obtained at the expense of the Applicable Servicer and delivered to
      the
      Trustee and the Master Servicer. No resignation of the Applicable Servicer
      shall
      become effective until a successor servicer shall have assumed the Applicable
      Servicer’s responsibilities, duties, liabilities (other than those liabilities
      arising prior to the appointment of such successor) and obligations under this
      Agreement.

     

    (b) Except
      as
      expressly provided herein, the Applicable Servicer shall not assign or transfer
      any of its rights, benefits or privileges hereunder to any other Person, or
      delegate to or subcontract with, or authorize or appoint any other Person to
      perform any of the duties, covenants or obligations to be performed by the
      Applicable Servicer hereunder. The foregoing prohibition on assignment shall
      not
      prohibit the Applicable Servicer from designating a Sub-Servicer as payee of
      any
      indemnification amount payable to the Applicable Servicer hereunder;
provided,
      however,
      that as
      provided in Section
      3.06
      hereof,
      no Sub-Servicer shall be a third-party beneficiary hereunder and the parties
      hereto shall not be required to recognize any Sub-Servicer as an indemnitee
      under this Agreement.


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

     

    
      
        
        

      

      
        136

        
          

        

      

      
        
        

      

    

     

    SECTION
      7.06 Assignment
      of Master Servicing.
      The
      Master Servicer may sell and assign its rights and delegate its duties and
      obligations in their entirety as Master Servicer under this Agreement;
provided,
      however,
      that:
      (i) the purchaser or transferee shall accept in writing such assignment and
      delegation and assume the obligations of the Master Servicer hereunder and
      (a)
      shall have a net worth of not less than $15,000,000 (unless otherwise approved
      by each Rating Agency pursuant to clause
      (ii)
      below);
      (b) shall be reasonably satisfactory to the Trustee (as evidenced in a writing
      signed by the Trustee); and (c) shall execute and deliver to the Trustee an
      agreement, in form and substance reasonably satisfactory to the Trustee, which
      contains an assumption by such Person of the due and punctual performance and
      observance of each covenant and condition to be performed or observed by it
      as
      master servicer under this Agreement; (ii) each Rating Agency shall be given
      prior written notice of the identity of the proposed successor to the Master
      Servicer and each Rating Agency’s rating of the Certificates in effect
      immediately prior to such assignment, sale and delegation will not be
      downgraded, qualified or withdrawn as a result of such assignment, sale and
      delegation, as evidenced by a letter to such effect delivered to the Master
      Servicer and the Trustee; and (iii) the Master Servicer assigning and selling
      the master servicing shall deliver to the Trustee an Officer’s Certificate and
      an Opinion of Counsel, each stating that all conditions precedent to such action
      under this Agreement have been completed and such action is permitted by and
      complies with the terms of this Agreement. No such assignment or delegation
      shall affect any liability of the Master Servicer arising out of acts or
      omissions prior to the effective date thereof.

     

    SECTION
      7.07 Rights
      of the Depositor in Respect of the Applicable Servicer and the Master
      Servicer.
      Each of
      the Applicable Servicer and the Master Servicer shall afford (and any
      Sub-Servicing Agreement shall provide that each Sub-Servicer shall afford)
      the
      Depositor, the Master Servicer, the Securities Administrator and the Trustee,
      upon reasonable notice, during normal business hours, access to all records
      maintained by the Applicable Servicer or the Master Servicer (and any such
      Sub-Servicer) in respect of the Applicable Servicer’s rights and obligations
      hereunder and access to officers of the Applicable Servicer or the Master
      Servicer (and those of any such Sub-Servicer) responsible for such obligations.
      Upon request, each of the Applicable Servicer and the Master Servicer shall
      furnish to the Depositor and the Trustee its (and any such Sub-Servicer’s) most
      recent financial statements and such other information relating to the
      Applicable Servicer’s or the Master Servicer’s capacity to perform its
      obligations under this Agreement as it possesses (and that any such Sub-Servicer
      possesses). To the extent the Depositor, the Securities Administrator and the
      Trustee are informed that such information is not otherwise available to the
      public, the Depositor, the Securities
      Administrator
      and the
      Trustee shall not disseminate any information obtained pursuant to the preceding
      two sentences without 

     


    
      
        
        

      

      
        137

        
          

        

      

      
        
        

      

    


    the
      Applicable Servicer’s or the Master Servicer’s written consent, except as
      required pursuant to this Agreement or to the extent that it is appropriate
      to
      do so (i) in working with legal counsel, auditors, taxing authorities or other
      governmental agencies, (ii) pursuant to any law, rule, regulation, order,
      judgment, writ, injunction or decree of any court or governmental authority
      having jurisdiction over the Depositor, the Securities
      Administrator
      and the
      Trustee or the Trust Fund, and in any case, the Depositor, the Securities
      Administrator
      or the
      Trustee, (iii) in disclosure of any and all information that is or becomes
      publicly known, or information obtained by the Trustee or the Securities
      Administrator
      from
      sources other than the Depositor, the Applicable Servicer, or the Master
      Servicer, (iv) disclosure as required pursuant to this Agreement or (v) in
      disclosure of any and all information (A) in any preliminary or final offering
      circular, registration statement or contract or other document pertaining to
      the
      transactions contemplated by the Agreement approved in advance by the Depositor,
      the Applicable Servicer, the Securities
      Administrator
      or the
      Master Servicer or (B) to any affiliate, independent or internal auditor, agent,
      employee or attorney of the Trustee or the Securities
      Administrator
      having a
      need to know the same, provided that the Trustee or the Securities
      Administrator
      advises
      such recipient of the confidential nature of the information being disclosed,
      and uses its best efforts to assure the confidentiality of any such disseminated
      non-public information. The Depositor may, but is not obligated to, enforce
      the
      obligations of the Applicable Servicer or the Master Servicer under this
      Agreement and may, but is not obligated to, perform, or cause a designee to
      perform, any defaulted obligation of the Applicable Servicer or the Master
      Servicer this Agreement or exercise the rights of the Applicable Servicer or
      the
      Master Servicer under this Agreement; provided
      that
      neither the Master Servicer nor the Applicable Servicer shall be relieved of
      any
      of its obligations under this Agreement by virtue of such performance by the
      Depositor or its designee. The Depositor shall not have any responsibility
      or
      liability for any action or failure to act by the Applicable Servicer or the
      Master Servicer and is not obligated to supervise the performance of the
      Applicable Servicer or the Master Servicer under this Agreement or
      otherwise.

     

    ARTICLE
      VIII

     

    DEFAULT

     

    SECTION
      8.01 Servicer
      Events of Default; Master Servicer Events of Default.
      

    (a)“Servicer
      Event of Default,”
      wherever used herein, means any one of the following events:

     

    (i) any
      failure by the Applicable Servicer to remit to the Securities
      Administrator
      for
      distribution to the Certificateholders any payment (other than an Advance
      required to be made from its own funds on any Servicer Remittance Date pursuant
      to Section
      5.03)
      required to be made under the terms of the Certificates and this Agreement
      which
      continues unremedied for a period of one (1) Business Days after the date
      upon which written notice of such failure, requiring the same to be remedied,
      shall have been given to the Applicable Servicer by the Depositor or the
Securities
      Administrator
      (in
      which case notice shall be provided by telecopy), or to the Applicable Servicer,
      the Depositor and the Securities
      Administrator
      by the
      Holders of Certificates entitled to at least 25% of the Voting Rights;
      or


    (ii) any
      failure on the part of the Applicable Servicer duly to observe or perform in
      any
      material respect any other of the covenants or agreements on the part of the
      Applicable Servicer contained in this Agreement, or the breach by the Applicable
      Servicer of any representation and warranty contained in Section
      2.05,
      which
      continues unremedied for a period of 30 days (or if such failure or breach
      cannot be remedied within 30 days, then such remedy shall have been commenced
      within 30 days and diligently pursued thereafter; provided,
      however,
      that in
      no event shall such failure or breach be allowed to exist for a period of
      greater than 90 days) or 15 days in the case of a failure to pay the premium
      for
      any insurance policy required to be maintained under this Agreement after the
      earlier of (i) the date on which written notice of such failure, requiring
      the same to be remedied, shall have been given to the Applicable Servicer by
      the
      Depositor or the Securities
      Administrator,
      or to
      the Applicable Servicer, the Depositor and the Securities
      Administrator
      by the
      Holders of Certificates entitled to at least 25% of the Voting Rights and
      (ii) actual knowledge of such failure by a Servicing Officer;
      or

     

    
      
        
        

      

      
        138

        
          

        

      

      
        
        

      

    

     

    (iii) a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      in
      the premises in an involuntary case under any present or future federal or
      state
      bankruptcy, insolvency or similar law or the appointment of a conservator or
      receiver or liquidator in any insolvency, readjustment of debt, marshalling
      of
      assets and liabilities or similar proceeding, or for the winding-up or
      liquidation of its affairs, shall have been entered against the Applicable
      Servicer and such decree or order shall have remained in force undischarged
      or
      unstayed for a period of 90 days; or

     

    (iv) the
      Applicable Servicer shall consent to the appointment of a conservator or
      receiver or liquidator in any insolvency, readjustment of debt, marshalling
      of
      assets and liabilities or similar proceedings of or relating to it or of or
      relating to all or substantially all of its property; or

     

    (v) the
      Applicable Servicer shall admit in writing its inability to pay its debts
      generally as they become due, file a petition to take advantage of any
      applicable insolvency or reorganization statute, make an assignment for the
      benefit of its creditors, or voluntarily suspend payment of its obligations;
      or

     

    (vi) any
      failure of the Applicable Servicer to make any Advance on any Servicer
      Remittance Date required to be made from its own funds pursuant to Section
      5.03
      which
      continues unremedied until 12:00 p.m. New York time on the Business Day
      immediately following the Servicer Remittance Date.

     

    If
      a
      Servicer Event of Default described in clauses
      (i)
      through
(vi)
      of this
      Section shall occur, then, and in each and every such case, so long as such
      Servicer Event of Default shall not have been remedied, the Master Servicer
      may,
      and at the written direction of the Holders of Certificates entitled to at
      least
      66% of Voting Rights, the Master Servicer shall, by notice in writing to the
      Applicable Servicer and to the Depositor, with a copy to the Master Servicer,
      terminate all of the rights and obligations of the Applicable Servicer in its
      capacity as Applicable Servicer under this Agreement, to the extent permitted
      by
      law, in and to the Mortgage Loans and the proceeds thereof. If a Servicer Event
      of Default described in clause
      (vi)
      hereof
      shall occur, 

     


    
      
        
        

      

      
        139

        
          

        

      

      
        
        

      

    


    the
      Master Servicer shall, by notice in writing to the Applicable Servicer and
      the
      Trustee, terminate all of the rights and obligations of the Applicable Servicer
      in its capacity as Applicable Servicer under this Agreement in and to the
      Mortgage Loans and the proceeds thereof and the Master Servicer as successor
      servicer, or another successor servicer appointed in accordance with
Section
      8.02,
      shall
      immediately make such Advance, subject to a determination of recoverability.
      Notwithstanding the foregoing, if Wells Fargo Bank, N.A. is the Applicable
      Servicer, and if a Servicer Event of Default described in clause
      (vi)
      hereof
      shall occur, the Trustee shall, by notice in writing to the Applicable Servicer,
      terminate all of the rights and obligations of the Applicable Servicer in its
      capacity as Applicable Servicer under this Agreement in and to the Mortgage
      Loans and the proceeds thereof and the Trustee, or a successor servicer
      appointed in accordance with Section
      8.02,
      shall
      immediately make such Advance. On or after the receipt by the Applicable
      Servicer of such written notice, all authority and power of the Applicable
      Servicer under this Agreement, whether with respect to the Certificates (other
      than as a Holder of any Certificate) or the Mortgage Loans or otherwise, shall
      pass to and be vested in the Master Servicer pursuant to and under this Section,
      and, without limitation, the Master Servicer is hereby authorized and empowered,
      as attorney-in-fact or otherwise, to execute and deliver, on behalf of and
      at
      the expense of the Applicable Servicer, any and all documents and other
      instruments and to do or accomplish all other acts or things necessary or
      appropriate to effect the purposes of such notice of termination, whether to
      complete the transfer and endorsement or assignment of the Mortgage Loans and
      related documents, or otherwise, provided,
      however,
      the
      parties acknowledge that notwithstanding the preceding sentence there may be
      a
      transition period, not to exceed 90 days, in order to effect the transfer of
      the
      Servicing obligations to the Master Servicer or other successor servicer. The
      Applicable Servicer agrees promptly (and in any event no later than ten Business
      Days subsequent to such notice) to provide the Master Servicer with all
      documents and records requested by it to enable it to assume the Applicable
      Servicer’s functions under this Agreement, and to cooperate with the Master
      Servicer in effecting the termination of the Applicable Servicer’s
      responsibilities and rights under this Agreement, including, without limitation,
      the transfer within one Business Day to the Master Servicer for administration
      by it of all cash amounts which at the time shall be or should have been
      credited by the Applicable Servicer to the Custodial Account held by or on
      behalf of the Applicable Servicer, the Certificate Account or any REO Account
      or
      Servicing Account held by or on behalf of the Applicable Servicer or thereafter
      be received with respect to the Mortgage Loans or any REO Property serviced
      by
      the Applicable Servicer (provided,
      however,
      that
      the Applicable Servicer shall continue to be entitled to receive all amounts
      accrued or owing to it under this Agreement on or prior to the date of such
      termination, whether in respect of Advances, Servicing Advances or otherwise,
      and shall continue to be entitled to the benefits of Section
      7.03,
      notwithstanding any such termination, with respect to events occurring prior
      to
      such termination). For purposes of this Section
      8.01,
      the
      Master Servicer shall not be deemed to have knowledge of a Servicer Event of
      Default unless a Master Servicing Officer has actual knowledge thereof or unless
      written notice of any event which is in fact such a Servicer Event of Default
      is
      received by the Master Servicer and such notice references the Certificates,
      the
      Trust Fund or this Agreement.

     

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


    (i) any
      failure on the part of the Master Servicer duly to observe or perform in any
      material respect any of the covenants or agreements on the part of the Master
      Servicer contained in this Agreement, or the breach by the Master Servicer
      of
      any representation and warranty contained in Section
      2.04,
      which
      continues unremedied for a period of 30 days after the date on which written
      notice of such failure, requiring the same to be remedied, shall have been
      given
      to the Master Servicer by the Depositor or the Trustee or to the Master
      Servicer, the Depositor and the Trustee by the Holders of Certificates entitled
      to at least 25% of the Voting Rights; or

     

    
      
        
        

      

      
        140

        
          

        

      

      
        
        

      

    

     

    (ii) a
      decree
      or order of a court or agency or supervisory authority having jurisdiction
      in
      the premises in an involuntary case under any present or future federal or
      state
      bankruptcy, insolvency or similar law or the appointment of a conservator or
      receiver or liquidator in any insolvency, readjustment of debt, marshalling
      of
      assets and liabilities or similar proceeding, or for the winding-up or
      liquidation of its affairs, shall have been entered against the Master Servicer
      and such decree or order shall have remained in force undischarged or unstayed
      for a period of 90 days; or

     

    (iii) the
      Master Servicer shall consent to the appointment of a conservator or receiver
      or
      liquidator in any insolvency, readjustment of debt, marshalling of assets and
      liabilities or similar proceedings of or relating to it or of or relating to
      all
      or substantially all of its property; or

     

    (iv) the
      Master Servicer shall admit in writing its inability to pay its debts generally
      as they become due, file a petition to take advantage of any applicable
      insolvency or reorganization statute, make an assignment for the benefit of
      its
      creditors, or voluntarily suspend payment of its obligations.

     

    If
      a
      Master Servicer Event of Default shall occur, then, and in each and every such
      case, so long as such Master Servicer Event of Default shall not have been
      remedied, the Depositor or the Trustee may, and at the written direction of
      the
      Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee
      shall, by notice in writing to the Master Servicer (and to the Depositor if
      given by the Trustee or to the Trustee if given by the Depositor) terminate
      all
      of the rights and obligations of the Master Servicer in its capacity as Master
      Servicer under this Agreement, to the extent permitted by law, and in and to
      the
      Mortgage Loans and the proceeds thereof. On and after receipt by the Master
      Servicer of such written notice, all responsibilities and duties of the Master
      Servicer and all liabilities of the Master Servicer arising thereafter shall
      be
      assumed by the Trustee in accordance with the terms and provisions hereof and
      all authority and power of the Master Servicer under this Agreement, whether
      with respect to the Certificates (other than as a Holder of any Certificate)
      or
      the Mortgage Loans or otherwise including, without limitation, the compensation
      payable to the Master Servicer under this Agreement, shall pass to and be vested
      in the Trustee pursuant to and under this Section, and, without limitation,
      the
      Trustee is hereby authorized and empowered, as attorney-in-fact or otherwise,
      to
      execute and deliver, on behalf of and at the expense of the Master Servicer,
      any
      and all documents and other instruments and to do or accomplish all other acts
      or things necessary or appropriate to effect the purposes of such notice of
      termination, whether to complete the transfer and endorsement or assignment
      of
      the Mortgage Loans and related documents, or otherwise. The Master Servicer
      agrees promptly (and in any event no later than ten Business Days subsequent
      to
      such notice) to provide the Trustee with all documents and records requested
      by
      it to enable it to assume the Master Servicer’s functions under this Agreement,
      and to cooperate with the Trustee in effecting the termination of the Master
      Servicer’s responsibilities and rights under this Agreement (provided,
      however,
      that the
      Master Servicer shall continue to be entitled to receive all amounts accrued
      or
      owing to it under this Agreement on or prior to the date of such termination
      and
      shall continue to be entitled to the benefits of Section
      7.03,
      notwithstanding any such termination, with respect to events occurring prior
      to
      such termination). For purposes of this Section
      8.01(b),
      the
      Trustee shall not be deemed to have knowledge of a Master Servicer Event of
      Default unless a Responsible Officer of the Trustee assigned to and working
      in
      the Trustee’s Corporate Trust Office has actual knowledge thereof or unless
      written notice of any event which is in fact such a Master Servicer Event of
      Default is received by the Trustee and such notice references the Certificates,
      the Trust or this Agreement.

     


    
      
        
        

      

      
        141

        
          

        

      

      
        
        

      

    


    Neither
      the Trustee nor any other successor master servicer shall be deemed to be in
      default hereunder by reason of any failure to make, or any delay in making,
      any
      distribution hereunder or any portion thereof or any failure to perform, or
      any
      delay in performing, any duties or responsibilities hereunder, in either case
      caused by the failure of the Master Servicer to deliver or provide, or any
      delay
      of the Master Servicer in delivering or providing, any cash, information,
      documents or records to it. Notwithstanding anything herein to the contrary,
      in
      no event shall the Trustee be liable for any Servicing Fee or Master Servicing
      Fee or for any differential in the amount of the Servicing Fee or Master
      Servicing Fee paid hereunder and the amount necessary to induce any successor
      servicer or successor master servicer to act as successor servicer or successor
      master servicer, as applicable, under this Agreement and the transactions set
      forth or provided for herein.

     

    Notwithstanding
      the above, the Trustee may, if it shall be unwilling to continue to so act,
      or
      shall, if it is unable to so act, petition a court of competent jurisdiction
      to
      appoint, or appoint on its own behalf any established housing and home finance
      institution servicer, master servicer, servicing or mortgage servicing
      institution having a net worth of not less than $15,000,000 and meeting such
      other standards for a successor master servicer as are set forth in this
      Agreement, as the successor to such Master Servicer in the assumption of all
      of
      the responsibilities, duties or liabilities of a master servicer, like the
      Master Servicer.

     

    SECTION
      8.02 Master
      Servicer to Act; Appointment of Successor.
      (a)
      (1) For
      so long as Wells Fargo is not the Applicable Servicer, on and after the time
      the
      Applicable Servicer receives a notice of termination the Master Servicer (or,
      if
      Wells Fargo is the Applicable Servicer, the Trustee) shall be the successor
      in
      all respects to the Applicable Servicer in its capacity as Applicable Servicer
      under this Agreement and the transactions set forth or provided for herein,
      and
      all the responsibilities, duties and liabilities relating thereto and arising
      thereafter shall be assumed by the Master Servicer (or by the Trustee, as
      applicable) (except for any representations or warranties of the Applicable
      Servicer under this Agreement, the responsibilities, duties and liabilities
      contained in Section
      2.05
      and the
      obligation to deposit amounts in respect of losses pursuant to Section
      3.12)
      in
      accordance with the terms and provisions hereof including, without limitation,
      the Applicable Servicer’s obligations to make Advances pursuant to Section
      5.03;
      provided,
      however,
      that if
      the Master Servicer (or Trustee, as applicable) is prohibited by law or
      regulation from obligating itself to make advances regarding delinquent mortgage
      loans, then the Master Servicer (or Trustee, as applicable) shall not be
      obligated to make Advances pursuant to Section
      5.03;
      and
provided further,
      that
      any failure to perform such duties or responsibilities caused by the Applicable
      Servicer’s failure to provide information required by Section
      8.01
      shall
      not be considered a default by the Master Servicer (or Trustee, as applicable)
      as successor to the Applicable Servicer hereunder. As compensation therefor,
      the
      Master Servicer (or Trustee, as applicable) shall be entitled to the Servicing
      Fee and all funds relating to the Mortgage Loans to which the Applicable
      Servicer would have been entitled had it continued to act hereunder.
      Notwithstanding the above and subject to Section 8.02(a)(2)
      below,
      the Master Servicer or the Trustee, as applicable, may, if it shall be unwilling
      to so act, or shall, if it is unable to so act or if it is prohibited by law
      from making advances regarding delinquent mortgage loans or if the Holders
      of
      Certificates entitled to at least 66% of the Voting Rights so request in writing
      to the Trustee, promptly appoint or petition a court of competent jurisdiction
      to appoint, a Fannie Mae or Freddie Mac approved mortgage loan servicing
      institution acceptable to each Rating Agency without qualification, withdrawal
      or downgrading of the ratings then assigned to any of the Certificates and
      having a net worth of not less than $10,000,000, as the successor to the
      Applicable Servicer under this Agreement in the assumption of all or any part
      of
      the responsibilities, duties or liabilities of the Applicable Servicer under
      this Agreement.

     


    
      
        
        

      

      
        142

        
          

        

      

      
        
        

      

    


    All
      Servicing Transfer Costs shall be paid by the predecessor servicer upon
      presentation of reasonable documentation of such costs (provided, that if the
      Trustee or the Master Servicer is the predecessor servicer by reason of this
      Section
      8.02,
      such
      costs shall be paid by the Applicable Servicer preceding the Trustee or the
      Master Servicer as successor servicer, and if such predecessor or initial
      servicer, as applicable, defaults in its obligation to pay such costs, such
      costs shall be paid by the successor servicer, the Master Servicer or the
      Trustee (in which case the successor servicer, the Master Servicer or the
      Trustee, as applicable, shall be entitled to reimbursement therefor from the
      assets of the Trust Fund).

     

    All
      costs
      associated with the transfer of master servicing responsibilities shall be
      paid
      by the predecessor master servicer upon presentation of reasonable documentation
      of such costs (provided, that if the Trustee is the predecessor master servicer
      by reason of this Section 8.02, such costs shall be paid by the Master Servicer
      preceding the Trustee), and if such Master Servicer defaults in its obligation
      to pay such costs, such costs shall be paid by the Trustee (in which case the
      Trustee shall be entitled to reimbursement therefor from the assets of the
      Trust
      Fund).

     

    (2) No
      appointment of a successor to an Applicable Servicer under this Agreement shall
      be effective until the assumption by the successor of all of the Applicable
      Servicer’s responsibilities, duties and liabilities hereunder. In connection
      with such appointment and assumption described herein, the Master Servicer
      may
      make such arrangements for the compensation of such successor out of payments
      on
      Mortgage Loans as it and such successor shall agree; provided,
      however,
      that no
      such compensation shall be in excess of that permitted the Applicable Servicer
      as such hereunder. The Depositor, the Master Servicer and such successor shall
      take such action, consistent with this Agreement, as shall be necessary to
      effectuate any such succession. Pending appointment of a successor to the
      Applicable Servicer under this Agreement, the Master Servicer shall act in
      such
      capacity as hereinabove provided.

     

     


    
      
        
        

      

      
        143

        
          

        

      

      
        
        

      

    


    SECTION
      8.03 Notification
      to Certificateholders.
      (a)
      Upon any
      termination of the Applicable Servicer or the Master Servicer pursuant to
Section
      8.01
      above or
      any appointment of a successor to the Applicable Servicer or the Master Servicer
      pursuant to Section
      8.02
      above,
      the Trustee or Securities Administrator, as applicable, shall give prompt
      written notice thereof to Certificateholders at their respective addresses
      appearing in the Certificate Register.

     

    (b) Not
      later
      than the later of 60 days after the occurrence of any event, which constitutes
      or which, with notice or lapse of time or both, would constitute a Servicer
      Event of Default or Master Servicer Event of Default or five days after a
      Responsible Officer of the Trustee or Securities Administrator, as applicable,
      becomes aware of the occurrence of such an event, the Trustee or Securities
      Administrator, as applicable, shall transmit by mail to all Holders of
      Certificates notice of each such occurrence, unless such default or Servicer
      Event of Default or Master Servicer Event of Default shall have been cured
      or
      waived.

     

    SECTION
      8.04 Waiver
      of Events of Default.
      Holders
      representing at least 66% of the Voting Rights evidenced by all Classes of
      Certificates affected by any default or Servicer Event of Default or Master
      Servicer Event of Default hereunder may waive such default or Servicer Event
      of
      Default or Master Servicer Event of Default; provided,
      however,
      that a
      default or Servicer Event of Default under clause
      (i)
      or
(vi)
      of
Section
      8.01
      may be
      waived only by all of the Holders of the Regular Certificates. Upon any such
      waiver of a default or Servicer Event of Default or Master Servicer Event of
      Default, such default or Servicer Event of Default or Master Servicer Event
      of
      Default shall cease to exist and shall be deemed to have been remedied for
      every
      purpose hereunder. No such waiver shall extend to any subsequent or other
      default or Servicer Event of Default or Master Servicer Event of Default or
      impair any right consequent thereon except to the extent expressly so
      waived.

     

    ARTICLE
      IX


     

    CONCERNING
      THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

     

    SECTION
      9.01 Duties
      of Trustee and Securities Administrator.
      (a) The
      Trustee, prior to the occurrence of a Servicer Event of Default or a Master
      Servicer Event of Default and after the curing of all Master Servicer Events
      of
      Default and all Servicer Events of Default which may have occurred, and the
      Securities Administrator each undertake to perform such duties and only such
      duties as are specifically set forth in this Agreement as duties of the Trustee
      and the Securities Administrator, respectively. During the continuance of a
      Master Servicer Event of Default or a Servicer Event of Default (in each case,
      which has not been cured or waived), the Trustee shall exercise such of the
      rights and powers vested in it by this Agreement, and use the same degree of
      care and skill in their exercise as a prudent person would exercise or use
      under
      the circumstances in the conduct of such person’s own affairs. Any permissive
      right of the Trustee enumerated in this Agreement shall not be construed as
      a
      duty.


    (b) Each
      of
      the Trustee and the Securities Administrator, upon receipt of all resolutions,
      certificates, statements, opinions, reports, documents, orders or other
      instruments furnished to it, which are specifically required to be furnished
      pursuant to any provision of this Agreement, shall examine them to determine
      whether they conform on its face to the requirements of this Agreement. If
      any
      such instrument is found not to conform on their face to the requirements of
      this Agreement in a material manner, the Trustee or the Securities
      Administrator, as the case may be, shall take such action as it deems
      appropriate to have the instrument corrected, and if the instrument is not
      corrected to its satisfaction, the Securities Administrator will provide notice
      to the Trustee thereof and the Trustee will provide notice thereof to the
      Certificateholders.

     

    
      
        
        

      

      
        144

        
          

        

      

      
        
        

      

    

     

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

     

    (i) With
      respect to the Trustee, prior to the occurrence of a Master Servicer Event
      of
      Default, and after the curing or waiver of all such Master Servicer Events
      of
      Default which may have occurred, and at all times with respect to the Securities
      Administrator, the respective duties and obligations of the Trustee and the
      Securities Administrator shall be determined solely by the express provisions
      of
      this Agreement, neither the Trustee nor the Securities Administrator shall
      be
      liable except for the performance of such duties and obligations as are
      specifically set forth in this Agreement, no implied covenants or obligations
      shall be read into this Agreement against the Trustee or the Securities
      Administrator, and, in the absence of bad faith on the part of the Trustee
      or
      Securities Administrator, respectively, the Trustee or the Securities
      Administrator, respectively, may conclusively rely, as to the truth of the
      statements and the correctness of the opinions expressed therein, upon any
      certificates or opinions furnished to the Trustee or the Securities
      Administrator, respectively, that conform to the requirements of this
      Agreement;

     

    (ii) Neither
      the Trustee nor the Securities Administrator shall be personally liable for
      an
      error of judgment made in good faith by a Responsible Officer or Responsible
      Officers of the Trustee or a Responsible Officer or Responsible Officers of
      the
      Securities Administrator, respectively, unless it shall be proved that the
      Trustee or the Securities Administrator, respectively, was negligent in
      ascertaining the pertinent facts; and

     

    (iii) Neither
      the Trustee nor the Securities Administrator shall be liable with respect to
      any
      action taken, suffered or omitted to be taken by it in good faith in accordance
      with the direction of the Holders of Certificates entitled to at least 25%
      of
      the Voting Rights relating to the time, method and place of conducting any
      proceeding for any remedy available to the Trustee or the Securities
      Administrator or exercising any trust or power conferred upon the Trustee or
      the
      Securities Administrator under this Agreement.


    (d) The
      Securities Administrator shall timely pay, from its own funds, the amount of
      any
      and all federal, state and local taxes imposed on the Trust Fund or its assets
      or transactions including, without limitation, (A) “prohibited transaction”
penalty taxes as defined in Section 860F of the Code, if, when and as the same
      shall be due and payable, (B) any tax on contributions to a Trust REMIC after
      the Closing Date imposed by Section 860G(d) of the Code and (C) any tax on
“net
      income from foreclosure property” as defined in Section 860G(c) of the Code, but
      only if such taxes arise out of a breach by the Securities Administrator of
      its
      obligations hereunder, which breach constitutes negligence or misconduct of
      the
      Securities Administrator.

     

    
      
        
        

      

      
        145

        
          

        

      

      
        
        

      

    

     

    SECTION
      9.02 Certain
      Matters Affecting the Trustee and Securities Administrator.
      (a)
      Except
      as otherwise provided in Section 9.01:

     

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

     

    (ii) The
      Trustee or the Securities Administrator may consult with counsel and any Opinion
      of Counsel shall be full and complete authorization and protection in respect
      of
      any action taken or suffered or omitted by it hereunder in good faith and in
      accordance with such Opinion of Counsel;

     

    (iii) Neither
      the Trustee nor the Securities Administrator shall be under any obligation
      to
      exercise any of the trusts or powers vested in it by this Agreement or to
      institute, conduct or defend any litigation hereunder or in relation hereto
      at
      the request, order or direction of any of the Certificateholders, pursuant
      to
      the provisions of this Agreement or the Swap Agreement, unless such
      Certificateholders shall have offered to the Trustee or the Securities
      Administrator security or indemnity reasonably satisfactory to it against the
      costs, expenses and liabilities which may be incurred therein or thereby;
      nothing contained herein shall, however, relieve the Trustee of the obligation,
      upon the occurrence of a Master Servicer Event of Default (which has not been
      cured or waived), to exercise such of the rights and powers vested in it by
      this
      Agreement, and to use the same degree of care and skill in their exercise as
      a
      prudent person would exercise or use under the circumstances in the conduct
      of
      such person’s own affairs;

     

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

     

    (v) With
      respect to the Trustee, prior to the occurrence of a Master Servicer Event
      of
      Default hereunder and after the curing of all Master Servicer Events of Default
      which may have occurred, and at all times with respect to the Securities
      Administrator, neither the Trustee nor the Securities Administrator shall be
      bound to make any investigation into the facts or matters stated in any
      resolution, certificate, statement, instrument, opinion, report, notice,
      request, consent, order, approval, bond or other paper or document, unless
      requested in writing to do so by the Holders of Certificates entitled to at
      least 25% of the Voting Rights; provided,
      however,
      that if
      the payment within a reasonable time to the Trustee or the Securities
      Administrator of the costs, expenses or liabilities likely to be incurred by
      it
      in the making of such investigation is, in the opinion of the Trustee or the
      Securities Administrator, not reasonably assured to the Trustee or the
      Securities Administrator by such Certificateholders, the Trustee or the
      Securities Administrator may require indemnity reasonably satisfactory to it
      against such expense or liability from such Certificateholders as a condition
      to
      taking any such action;

     


    
      
        
        

      

      
        146

        
          

        

      

      
        
        

      

    


    (vi) The
      Trustee and the Securities Administrator may execute any of the trusts or powers
      hereunder or perform any duties hereunder either directly or by or through
      agents, accountants or attorneys, and neither the Trustee nor the Securities
      Administrator shall be responsible for any misconduct or negligence on the
      part
      of any agents, accountants or attorneys appointed with due care by it
      hereunder;

     

    (vii) Neither
      the Trustee nor the Securities Administrator shall have an obligation to invest
      and reinvest any cash held in the absence of timely and specific written
      investment direction from the Applicable Servicer or the Depositor. Except
      as
      provided in Section 3.12(b) with respect to the funds on deposit in the
      Certificate Account, in no event shall the Trustee or the Securities
      Administrator be liable for the selection of investments or for investment
      losses incurred thereon and the Trustee and the Securities Administrator shall
      have no liability in respect of losses incurred as a result of the liquidation
      of any investment incurred as a result of the liquidation of any investment
      prior to its stated maturity or the failure of the Applicable Servicer or the
      Depositor to provide timely written investment direction;

     

    (viii) In
      order
      to comply with its duties under the USA Patriot Act of 2001, the Trustee and
      the
      Securities Administrator shall obtain and verify certain information and
      documentation from the other parties to this Agreement including, but not
      limited to, each such party’s name, address and other identifying information;
      and

     

    (ix) In
      no
      event shall the Trustee be liable, directly or indirectly, for any special,
      indirect or consequential damages, even if the Trustee has been advised of
      the
      possibility of such damages.

     

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


    (c) The
      Securities Administrator is hereby directed by the Depositor to execute the
      Swap
      Agreement on behalf of the Trust in the form presented to it by the Depositor
      and shall have no responsibility for the contents of the Swap Agreement,
      including, without limitation, the representations and warranties contained
      therein. Any funds payable by the Securities Administrator under the Swap
      Agreement at closing shall be paid by the Depositor. Notwithstanding anything
      to
      the contrary contained herein or in the Swap Agreement, the Securities
      Administrator shall not be required to make any payments out of its own funds
      to
      the counterparty under the Swap Agreement.

     

    
      
        
        

      

      
        147

        
          

        

      

      
        
        

      

    

     

    SECTION
      9.03 Trustee
      and Securities Administrator not Liable for Certificates or Mortgage
      Loans.
      The
      recitals contained herein and in the Certificates (other than the signature
      of
      the Securities Administrator, the authentication of the Securities Administrator
      on the Certificates, the acknowledgments of the Trustee contained in
Article
      II
      and the
      representations and warranties of the Trustee in Section 9.13)
      shall
      be taken as the statements of the Depositor and neither the Trustee nor the
      Securities Administrator assumes any responsibility for their correctness.
      Neither the Trustee nor the Securities Administrator makes any representations
      or warranties as to the validity or sufficiency of this Agreement (other than
      as
      specifically set forth in Section
      9.13)
      or of
      the Certificates (other than, as to the Securities Administrator, the signature
      of the Securities Administrator and authentication of the Securities
      Administrator on the Certificates) or of any Mortgage Loan or related document
      or of MERS or the MERS® System. The Trustee and the Securities Administrator
      shall not be accountable for the use or application by the Depositor of any
      of
      the Certificates or of the proceeds of such Certificates, or for the use or
      application of any funds paid to the Depositor or the Master Servicer in respect
      of the Mortgage Loans or deposited in or withdrawn from the Custodial Account
      by
      the Applicable Servicer, other than with respect to the Securities Administrator
      any funds held by it or on behalf of the Trustee in accordance with Section
      3.10,
      subject
      to Section
      9.01.

     

    SECTION
      9.04 Trustee
      and Securities Administrator May Own Certificates.
      Each of
      the Trustee and the Securities Administrator in its individual capacity or
      any
      other capacity may become the owner or pledgee of Certificates and may transact
      business with other interested parties and their Affiliates with the same rights
      it would have if it were not Trustee or the Securities
      Administrator.

     

    SECTION
      9.05  Expenses
      of the Trustee and Securities Administrator.
      (a)  The
      Trustee and the Securities Administrator, or any director, officer, employee
      or
      agent of the Trustee and Securities Administrator, shall be indemnified by
      the
      Trust Fund and held harmless against any loss, liability or expense (not
      including expenses, disbursements and advances incurred or made by the Trustee
      or Securities Administrator including the compensation and the expenses and
      disbursements of its agents and counsel, in the ordinary course of the Trustee’s
      or Securities Administrator’s performance in accordance with the provisions of
      this Agreement) incurred by the Trustee or Securities Administrator in
      connection with any Servicer Event of Default or Master Servicer Event of
      Default (not including expenses, disbursements and advances incurred or made
      by
      the Trustee in its capacity as successor servicer), default, claim or legal
      action or any pending or threatened claim or legal action arising out of or
      in
      connection with the acceptance or administration of its obligations and duties
      under this Agreement or the Swap Agreement, other than any loss, liability
      or
      expense (i) resulting from a breach of the Applicable Servicer’s obligations and
      duties under this Agreement (for which the Applicable Servicer indemnifies
      pursuant to Sections
      9.05(b)
      and
11.03(b)),
      (ii) for the expenses of preparing and filing Tax Returns pursuant to
Section
      11.01(d)
      or
      (iii) any loss, liability or expense incurred by reason of its willful
      misfeasance, bad faith or negligence in the performance of its duties hereunder
      or by reason of reckless disregard of its respective obligations and duties
      hereunder. Any amounts payable to the Trustee or the Securities Administrator,
      or any director, officer, employee or agent of the Trustee or Securities
      Administrator in respect of the indemnification provided by this paragraph
      (a),
      or pursuant to any other right of reimbursement from the Trust Fund that the
      Trustee or the Securities Administrator, or any director, officer, employee
      or
      agent of the Trustee, may have hereunder in its capacity as such, may be
      withdrawn by the Trustee or the Securities Administrator from the Certificate
      Account at any time.

     


    
      
        
        

      

      
        148

        
          

        

      

      
        
        

      

    


    (b) The
      Applicable Servicer agrees to indemnify the Trustee and the Securities
      Administrator from, and hold it harmless against, any loss, liability or expense
      (including reasonable legal fees and disbursements of counsel) resulting from
      a
      breach of the Applicable Servicer’s obligations and duties under this Agreement.
      Such indemnity shall survive the termination or discharge of this Agreement
      and
      the resignation or removal of the Trustee or the Securities Administrator.
      Any
      payment hereunder made by the Applicable Servicer to the Trustee or the
      Securities Administrator shall be from the Applicable Servicer’s own funds,
      without reimbursement from the Trust Fund therefor.

     

    The
      provisions of this Section
      9.05
      shall
      survive the termination of this Agreement or the earlier resignation or removal
      of the Trustee

     

    SECTION
      9.06 Eligibility
      Requirements for Trustee and Securities Administrator.
      The
      Trustee and the Securities Administrator shall at all times be a corporation
      or
      an association (other than the Depositor, the Seller, the Master Servicer or
      any
      Affiliate of the foregoing) organized and doing business under the laws of
      any
      state or the United States of America, authorized under such laws to exercise
      corporate trust powers, having a combined capital and surplus of at least
      $50,000,000 (or a member of a bank holding company whose capital and surplus
      is
      at least $50,000,000) and subject to supervision or examination by federal
      or
      state authority. If such corporation or association publishes reports of
      conditions at least annually, pursuant to law or to the requirements of the
      aforesaid supervising or examining authority, then for the purposes of this
      Section the combined capital and surplus of such corporation or association
      shall be deemed to be its combined capital and surplus as set forth in its
      most
      recent report of condition so published. Any successor trustee appointed
      pursuant to Section
      9.07
      shall
      have a sufficient rating so as to maintain the then-current ratings of the
      Certificates. In case at any time the Trustee or the Securities Administrator,
      as applicable, shall cease to be eligible in accordance with the provisions
      of
      this Section, the Trustee or the Securities Administrator, as applicable, shall
      resign immediately in the manner and with the effect specified in Section
      9.07.

     

    SECTION
      9.07 Resignation
      and Removal of the Trustee and Securities Administrator.
      The
      Trustee and the Securities Administrator may at any time resign and be
      discharged from the trust hereby created by giving written notice thereof to
      the
      Depositor, the Applicable Servicer, the Master Servicer, the Securities
      Administrator (in the case of resignation of the Trustee), the Trustee (in
      the
      case of resignation of the Securities Administrator) and to the
      Certificateholders. Upon receiving such notice of resignation, the Depositor
      shall promptly appoint a successor trustee or successor securities administrator
      by written instrument, in duplicate, one copy of which instrument shall be
      delivered to the resigning Trustee or Securities Administrator, as applicable,
      and one copy to the successor trustee or successor securities administrator,
      as
      applicable. A copy of such instrument shall be delivered to the
      Certificateholders, the Trustee, the Securities Administrator, Master Servicer
      and the Applicable Servicer by the Depositor. If no successor trustee or
      successor securities administrator shall have been so appointed and have
      accepted appointment within 30 days after the giving of such notice of
      resignation or removal, the Trustee or Securities Administrator, as the case
      may
      be, may petition any court of competent jurisdiction for the appointment of
      a
      successor trustee, successor securities administrator, Trustee or Securities
      Administrator, as applicable.

     


    
      
        
        

      

      
        149

        
          

        

      

      
        
        

      

    


    If
      at any
      time the Trustee or the Securities Administrator shall cease to be eligible
      in
      accordance with the provisions of Section
      9.06
      and
      shall fail to resign after written request therefor by the Depositor, or if
      at
      any time the Trustee or the Securities Administrator shall become incapable
      of
      acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee
      or the Securities Administrator or of its property shall be appointed, or any
      public officer shall take charge or control of the Trustee or the Securities
      Administrator or of its property or affairs for the purpose of rehabilitation,
      conservation or liquidation, then the Depositor may remove the Trustee or the
      Securities Administrator, as applicable and appoint a successor trustee or
      the
      successor securities administrator, as applicable, by written instrument, in
      duplicate, which instrument shall be delivered to the Trustee or the Securities
      Administrator so removed and to the successor trustee or successor securities
      administrator. A copy of such instrument shall be delivered to the
      Certificateholders, the Trustee, the Securities Administrator and the Master
      Servicer by the Depositor.

     

    The
      Holders of Certificates entitled to at least 66% of the Voting Rights may at
      any
      time remove the Trustee or the Securities Administrator and appoint a successor
      trustee or successor securities administrator by written instrument or
      instruments, in triplicate, signed by such Holders or their attorneys-in-fact
      duly authorized, one complete set of which instruments shall be delivered to
      the
      Depositor, one complete set to the Trustee or the Securities Administrator
      so
      removed and one complete set to the successor so appointed. A copy of such
      instrument shall be delivered to the Certificateholders, the Trustee (in the
      case of the removal of the Securities Administrator), the Securities
      Administrator (in the case of the removal of the Trustee) and the Master
      Servicer by the Depositor.

     

    Any
      resignation or removal of the Trustee or the Securities Administrator and
      appointment of a successor trustee or successor securities administrator
      pursuant to any of the provisions of this Section shall not become effective
      until acceptance of appointment by the successor trustee or successor securities
      administrator, as applicable, as provided in Section
      9.08.
      Any
      costs associated with removing and replacing the Trustee shall be payable by
      the
      Trustee being removed or replaced if such Trustee is being removed or replaced
      for cause. Notwithstanding anything to the contrary contained herein, the Master
      Servicer and the Securities Administrator shall at all times be the same
      Person.


    SECTION
      9.08 Successor
      Trustee or Securities Administrator.
      Any
      successor trustee or successor securities administrator appointed as provided
      in
Section
      9.07
      shall
      execute, acknowledge and deliver to the Depositor and to its predecessor trustee
      or predecessor securities administrator an instrument accepting such appointment
      hereunder, and thereupon the resignation or removal of the predecessor trustee
      or predecessor securities administrator shall become effective and such
      successor trustee or successor securities administrator without any further
      act,
      deed or conveyance, shall become fully vested with all the rights, powers,
      duties and obligations of its predecessor hereunder, with the like effect as
      if
      originally named as trustee or securities administrator herein. The predecessor
      trustee or predecessor securities administrator shall deliver to the successor
      trustee or successor securities administrator all Mortgage Files and related
      documents and statements to the extent held by it hereunder, as well as all
      moneys, held by it hereunder (other than any Mortgage Files at the time held
      by
      a custodian, which custodian shall become the agent of any successor trustee
      or
      successor securities administrator hereunder), and the Depositor and the
      predecessor trustee or predecessor securities administrator shall execute and
      deliver such instruments and do such other things as may reasonably be required
      for more fully and certainly vesting and confirming in the successor trustee
      or
      successor securities administrator all such rights, powers, duties and
      obligations.

     

    
      
        
        

      

      
        150

        
          

        

      

      
        
        

      

    

     

    No
      successor trustee or successor securities administrator shall accept appointment
      as provided in this Section unless at the time of such acceptance such successor
      trustee or successor securities administrator shall be eligible under the
      provisions of Section 9.06
      and the
      appointment of such successor trustee or successor securities administrator
      shall not result in a downgrading of any Class of Certificates by any Rating
      Agency, as evidenced by a letter from each Rating Agency.

     

    Upon
      acceptance of appointment by a successor trustee or successor securities
      administrator as provided in this Section, the Depositor shall mail notice
      of
      the succession of such trustee hereunder to all Holders of Certificates at
      their
      addresses as shown in the Certificate Register. If the Depositor fails to mail
      such notice within 10 days after acceptance of appointment by the successor
      trustee or successor securities administrator, the successor trustee or
      successor securities administrator shall cause such notice to be mailed at
      the
      expense of the Depositor.

     

    SECTION
      9.09 Merger
      or Consolidation of Trustee or Securities Administrator.
      Any
      corporation or association into which the Trustee or the Securities
      Administrator may be merged or converted or with which it may be consolidated
      or
      any corporation or association resulting from any merger, conversion or
      consolidation to which the Trustee or the Securities Administrator shall be
      a
      party, or any corporation or association succeeding to the business of the
      Trustee or the Securities Administrator shall be the successor of the Trustee
      or
      the Securities Administrator hereunder, provided such corporation or association
      shall be eligible under the provisions of Section
      9.06,
      without
      the execution or filing of any paper or any further act on the part of any
      of
      the parties hereto, anything herein to the contrary
      notwithstanding.

     

    SECTION
      9.10 Appointment
      of Co-Trustee or Separate Trustee.
      (a)
      Notwithstanding any other provisions hereof, at any time, for the purpose of
      meeting any legal requirements of any jurisdiction in which any part of REMIC
      I
      or property securing the same may at the time be located, the Applicable
      Servicer and the Trustee acting jointly shall have the power and shall execute
      and deliver all instruments to appoint one or more Persons approved by the
      Trustee to act as co-trustee or co-trustees, jointly with the Trustee, or
      separate trustee or separate trustees, of all or any part of REMIC I, and to
      vest in such Person or Persons, in such capacity, such title to REMIC I, or
      any
      part thereof, and, subject to the other provisions of this Section
      9.10,
      such
      powers, duties, obligations, rights and trusts as the Applicable Servicer and
      the Trustee may consider necessary or desirable. Any such co-trustee or separate
      trustee shall be subject to the written approval of the Applicable Servicer.
      If
      the Applicable Servicer shall not have joined in such appointment within 15
      days
      after the receipt by it of a request so to do, or in case a Servicer Event
      of
      Default shall have occurred and be continuing, the Trustee alone shall have
      the
      power to make such appointment. No co-trustee or separate trustee hereunder
      shall be required to meet the terms of eligibility as a successor trustee under
      Section
      9.06
      hereunder and no notice to Holders of Certificates of the appointment of
      co-trustee(s) or separate trustee(s) shall be required under Section
      9.08
      hereof.
      The Applicable Servicer shall be responsible for the fees of any co-trustee
      or
      separate trustee appointed under this Section
      9.10.

     


    
      
        
        

      

      
        151

        
          

        

      

      
        
        

      

    


    (b) In
      the
      case of any appointment of a co-trustee or separate trustee pursuant to this
      Section
      9.10,
      all
      rights, powers, duties and obligations conferred or imposed upon the Trustee
      shall be conferred or imposed upon and exercised or performed by the Trustee
      and
      such separate trustee or co-trustee jointly, except to the extent that under
      any
      law of any jurisdiction in which any particular act or acts are to be performed
      by the Trustee (whether as Trustee hereunder or as successor to the Applicable
      Servicer or Master Servicer hereunder), the Trustee shall be incompetent or
      unqualified to perform such act or acts, in which event such rights, powers,
      duties and obligations (including the holding of title to REMIC I or any portion
      thereof in any such jurisdiction) shall be exercised and performed by such
      separate trustee or co-trustee at the direction of the Trustee.

     

    (c) Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then separate trustees and co-trustees, as effectively
      as if given to each of them. Every instrument appointing any separate trustee
      or
      co-trustee shall refer to this Agreement and the conditions of this Article
      IX.
      Each
      separate trustee and co-trustee, upon its acceptance of the trust conferred,
      shall be vested with the estates or property specified in its instrument of
      appointment, either jointly with the Trustee, or separately, as may be provided
      therein, subject to all the provisions of this Agreement, specifically including
      every provision of this Agreement relating to the conduct of, affecting the
      liability of, or affording protection to, the Trustee. Every such instrument
      shall be filed with the Trustee and a copy thereof given to the Depositor and
      the Applicable Servicer.

     

    (d) Any
      separate trustee or co-trustee may, at any time, constitute the Trustee, its
      agent or attorney-in-fact, with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Trustee, to the extent permitted by law, without the appointment of a new or
      successor trustee.


    SECTION
      9.11 Trustee
      to Execute Custodial Agreement and Securities Administrator to Execute Swap
      Agreement.
      The
      Depositor hereby directs each of the Trustee and the Securities Administrator
      to
      execute, deliver and perform its obligations under the Custodial Agreement
      and
      the Swap Agreement, respectively, on the Closing Date and thereafter on behalf
      of the Holders of the Class A Certificates and the Mezzanine Certificates.
      The
      Depositor, the Applicable Servicer and the Holders of the Class A Certificates
      and the Mezzanine Certificates by their acceptance of such Certificates
      acknowledge and agree that each of the Trustee and the Securities Administrator
      shall execute, deliver and perform its obligations under the Custodial Agreement
      and the Swap Agreement, respectively, and shall do so solely in its capacity
      as
      Trustee of the Trust Fund and in its capacity as Securities Administrator,
      respectively, and not in its individual capacity.

     

    
      
        
        

      

      
        152

        
          

        

      

      
        
        

      

    

     

    SECTION
      9.12 Appointment
      of Office or Agency.
      The
      Certificates may be surrendered for registration of transfer or exchange and
      presented for final distribution at the Securities Administrator’s Corporate
      Trust Office located at Sixth Street and Marquette Avenue, Minneapolis,
      Minnesota 55479. 

     

    SECTION
      9.13 Representations
      and Warranties of the Trustee and the Securities Administrator.
      Each of
      the Trustee and Securities Administrator hereby represents and warrants, solely
      as to itself, to the Applicable Servicer and the Depositor, as of the Closing
      Date, that:

     

    (i) It
      is a
      national banking association duly organized, validly existing and in good
      standing under the laws of the United States.

     

    (ii) The
      execution and delivery of this Agreement by it, and the performance and
      compliance with the terms of this Agreement by it, will not violate its charter
      or bylaws.

     

    (iii) It
      has
      the full power and authority to enter into and consummate all transactions
      contemplated by this Agreement, has duly authorized the execution, delivery
      and
      performance of this Agreement, and has duly executed and delivered this
      Agreement.

     

    SECTION
      9.14 Interim
      Servicer and Servicer Indemnification.

     

    Each
      of
      the Interim Servicer and the Servicer agrees to indemnify the Trust Fund, the
      Depositor, the Master Servicer and the Trustee for any taxes and costs
      including, without limitation, any reasonable attorneys’ fees imposed on or
      incurred by the Trust Fund, the Depositor, the Master Servicer or the
      Trustee, as a result of a breach of the Interim Servicer’s or Servicer’s
      covenants set forth in Article
      III
      or this
Article
      IX

     

    SECTION
      9.15 Valid,
      Legal and Binding Obligation.
      This
      Agreement, assuming due authorization, execution and delivery by the other
      parties hereto, constitutes a valid, legal and binding obligation of it,
      enforceable against it in accordance with the terms hereof, subject to
      (A) applicable bankruptcy, insolvency, receivership, reorganization,
      moratorium and other laws affecting the enforcement of creditors’ rights
      generally, and (B) general principles of equity, regardless of whether such
      enforcement is considered in a proceeding in equity or at law.


    SECTION
      9.16 Appointment
      of the Custodian.
      The
      Trustee may, at the direction of the Depositor and with the consent of the
      Applicable Servicer, appoint the Custodian to hold all or a portion of the
      Mortgage Files as agent for the Trustee, by entering into the Custodial
      Agreement. The appointment of the Custodian may at any time be terminated in
      accordance with the Custodial Agreement and a substitute custodian appointed
      therefor upon the reasonable request of the Applicable Servicer to the Trustee,
      the consent to which shall not be unreasonably withheld. The Master Servicer
      shall pay the fees (out of the Master Servicer Fee) and expenses not covered
      by
      the monthly fee paid to the Custodian and indemnity afforded to the Custodian
      (out of the Certificate Account) in accordance with Section 9.05
      hereof
      and the Custodial Agreement. To the extent any fees and expenses of the
      Custodian are not paid by the Master Servicer, the Securities Administrator
      shall pay such fees and expenses from the Trust Fund. The Trustee, as directed
      by the Depositor and with the consent of the Applicable Servicer initially
      appoints LaSalle Bank National Association, as Custodian. Subject to
      Article IX hereof, the Trustee agrees to comply with the terms of the
      Custodial Agreement and to enforce the terms and provisions thereof against
      the
      Custodian for the benefit of the Certificateholders having an interest in any
      Mortgage File held by the Custodian. The Custodian shall be a depository
      institution or trust company subject to supervision by federal or state
      authority, shall have combined capital and surplus of at least $10,000,000
      and
      shall be qualified to do business in the jurisdiction in which it holds any
      Mortgage File. The Custodial Agreement may be amended only as provided therein.
      The Trustee shall not be liable for the acts or omissions of the Custodian.
      In
      no event shall the appointment of the Custodian pursuant to the Custodial
      Agreement diminish the obligations of the Trustee hereunder.

     

    
      
        
        

      

      
        153

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      X


     

    TERMINATION

     

    SECTION
      10.01 Termination
      Upon Repurchase or Liquidation of All Mortgage Loans.
      (a)
      Subject
      to Section
      10.02,
      the
      respective obligations and responsibilities under this Agreement of the
      Depositor, the Interim Servicer, the Servicer, the Master Servicer and the
      Trustee (other than the obligations of the Applicable Servicer and the Master
      Servicer to the Trustee pursuant to Section
      9.05
      and of
      the Applicable Servicer to make remittances to the Securities Administrator
      and
      of the Securities Administrator to make payments in respect of the REMIC I
      Regular Interests and the Classes of Certificates as hereinafter set forth)
      shall terminate upon payment to the Certificateholders and the deposit of all
      amounts held by or on behalf of the Trustee and required hereunder to be so
      paid
      or deposited on the Distribution Date coinciding with or following the earlier
      to occur of (i) the
      purchase by the Terminator (as defined below) of all Mortgage Loans and each
      REO
      Property remaining in REMIC I and (ii) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan or REO Property
      remaining in REMIC I; provided,
      however,
      that in
      no event shall the trust created hereby continue beyond the earlier of
      (a) the
      expiration of 21 years from the death of the last survivor of the descendants
      of
      Joseph P. Kennedy, the late ambassador of the United States to the Court of
      St.
      James, living on the date hereof and (b) the latest possible Maturity Date.
      Subject to Section
      3.10
      hereof,
      the purchase by the Terminator of all Mortgage Loans and each REO Property
      remaining in REMIC I shall be at a price equal to the greater of (i) the Stated
      Principal Balance of the Mortgage Loans and the appraised value of any REO
      Properties (such appraisal to be conducted by an Independent appraiser mutually
      agreed upon by the Terminator and, to the extent that the Class A Certificates
      or a Class of Mezzanine Certificates will not receive all amounts owed to it
      as
      a result of the termination, the Trustee, in their reasonable discretion) and
      (ii) the fair market value of the Mortgage Loans and the REO Properties (as
      determined by the Terminator and, to the extent that the Class A Certificates
      or
      a Class of Mezzanine Certificates will not receive all amounts owed to it as
      a
      result of the termination, the Trustee (it being understood and agreed that
      any
      determination by the Trustee shall be made solely in reliance on an appraisal
      by
      an Independent appraiser as provided above)), as of the close of business on
      the
      third Business Day next preceding the date upon which notice of any such
      termination is furnished to the related Certificateholders pursuant to
Section
      10.01(c),
      in each
      case plus
      accrued
      and unpaid interest thereon at the weighted average of the Mortgage Rates
      through the end of the Due Period preceding the final Distribution Date
plus
      unreimbursed Servicing Advances, any Swap Termination Payment payable to the
      Swap Counterparty then remaining unpaid or which is due to the exercise of
      such
      option, Advances, any unpaid Servicing Fees allocable to such Mortgage Loans
      and
      REO Properties and any accrued and unpaid Net WAC Rate Carryover Amounts (the
      “Termination
      Price”);
      provided,
      however,
      such
      option may only be exercised if the Termination Price is sufficient to pay
      all
      interest accrued on, as well as amounts necessary to retire the principal
      balance of, each class of notes issued pursuant to the Indenture. If the
      determination of the fair market value of the Mortgage Loans and REO Properties
      shall be required to be made by the Terminator and an Independent appraiser
      as
      provided above, (A) such appraisal shall be obtained at no expense to the
      Trustee and (B) the Trustee may conclusively rely on, and shall be protected
      in
      relying on, such appraisal.

     


    
      
        
        

      

      
        154

        
          

        

      

      
        
        

      

    


    (b) The
      majority Holder of the Class CE-1 Certificates shall have the right (the party
      exercising such right, the “Terminator”)
      to
      purchase all of the Mortgage Loans and each REO Property remaining in REMIC
      I
      pursuant to clause
      (i)
      of the
      preceding paragraph in the manner set forth in Section
      10.01(c)
      below if
      the aggregate Stated Principal Balance of the Mortgage Loans and each REO
      Property remaining in the Trust Fund at the time of such election is reduced
      to
      less than 10% of the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the Cut-off Date. 

     

    (c) Notice
      of
the liquidation of the Certificates shall be given promptly by the Securities
      Administrator by letter to Certificateholders mailed (a) in the event such
      notice is given in connection with the purchase of the Mortgage Loans and each
      REO Property by the Terminator, not earlier than the 10th
      day and
      not later than the 20th
      day of
      the month next preceding the month of the final distribution on the related
      Certificates or (b) otherwise during the month of such final distribution on
      or
      before the Determination Date in such month, in each case specifying (i) the
      Distribution Date upon which the Trust Fund will terminate and the final payment
      in respect of the REMIC I Regular Interests, as applicable and the related
      Certificates will be made upon presentation and surrender of the related
      Certificates at the office or agency of the Securities Administrator therein
      designated, (ii) the amount of any such final payment, (iii) that no interest
      shall accrue in respect of the REMIC I Regular Interests or the related
      Certificates from and after the Interest Accrual Period relating to the final
      Distribution Date therefor and (iv) that the Record Date otherwise applicable
      to
      such Distribution Date is not applicable, payments being made only upon
      presentation and surrender of the related Certificates at the office of the
      Securities Administrator. In the event such notice is given in connection with
      the purchase of all of the Mortgage Loans and each REO Property remaining in
      REMIC I by the Terminator, the Terminator shall deliver to the Securities
      Administrator for deposit in the Certificate Account, not later than the third
      Business Day preceding the date for such final payment, an amount in immediately
      available funds equal to the above-described purchase price. The Securities
      Administrator shall remit to the Applicable Servicer from such funds deposited
      in the Certificate Account (i) any amounts which the Applicable Servicer would
      be permitted to withdraw and retain from the Custodial Account pursuant to
      Section
      3.11
      and (ii)
      any other amounts otherwise payable by the Securities Administrator to the
      Applicable Servicer from amounts on deposit in the Certificate Account pursuant
      to the terms of this Agreement, in each case prior to making any final
      distributions pursuant to Section
      11.01(d)
      below.
      Upon certification to the Trustee by the Terminator of the making of such final
      deposit, the Trustee shall promptly cause the release to the Terminator the
      Mortgage Files for the remaining Mortgage Loans, and the Trustee shall execute
      all assignments, endorsements and other instruments necessary to effectuate
      such
      transfer.

     


    
      
        
        

      

      
        155

        
          

        

      

      
        
        

      

    


    Immediately
      following the deposit of funds in trust hereunder in respect of the
      Certificates, the Trust Fund shall terminate.

     

    SECTION
      10.02 Additional
      Termination Requirements.
      (a)
      In the
      event that the Terminator purchases all the Mortgage Loans and each REO Property
      or the final payment on or other liquidation of the last Mortgage Loan or REO
      Property remaining in REMIC I pursuant to Section
      10.01,
      the
      Trust Fund (or the applicable Trust REMIC) shall be terminated in accordance
      with the following additional requirements:

     

    (i) The
      Securities Administrator shall specify the first day in the 90-day liquidation
      period in a statement attached to each Trust REMIC’s final Tax Return pursuant
      to U.S. Treasury Regulation Section 1.860F-1 and shall satisfy all requirements
      of a qualified liquidation under Section 860F of the Code and any regulations
      thereunder, as evidenced by an Opinion of Counsel obtained at the expense of
      the
      Terminator;

     

    (ii) During
      such 90-day liquidation period and, at or prior to the time of making of the
      final payment on the Certificates, the Trustee shall sell all of the assets
      of
      REMIC I to the Terminator for cash; and

     

    (iii) At
      the
      time of the making of the final payment on the Certificates, the Securities
      Administrator shall distribute or credit, or cause to be distributed or
      credited, to the Holders of the Residual Certificates in respect of the Class
      R-I Interest all cash on hand in the Trust Fund (other than cash retained to
      meet claims), and the Trust Fund shall terminate at that time.

     

    (b) At
      the
      expense of the requesting Terminator (or, if the Trust Fund is being terminated
      as a result of the occurrence of the event described in clause
      (ii)
      of the
first
      paragraph
      of
Section
      10.01,
      at the
      expense of the Depositor without the right of reimbursement from the Trust
      Fund), the Terminator shall prepare or cause to be prepared the documentation
      required in connection with the adoption of a plan of liquidation of each Trust
      REMIC pursuant to this Section
      10.02.


    (c) By
      their
      acceptance of Certificates, the Holders thereof hereby agree to authorize the
      Securities Administrator to specify the 90-day liquidation period for each
      Trust
      REMIC, which authorization shall be binding upon all successor
      Certificateholders.

     

    
      
        
        

      

      
        156

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      XI


     

    REMIC
      PROVISIONS

     

    SECTION
      11.01 REMIC
      Administration.
      (a)
      The
      Trustee shall elect to treat each Trust REMIC as a REMIC under the Code and,
      if
      necessary, under applicable state law. Each such election will be made by the
      Trustee on Form 1066 or other appropriate federal tax or information return
      or
      any appropriate state return for the taxable year ending on the last day of
      the
      calendar year in which the Certificates are issued. For the purposes of the
      REMIC election in respect of REMIC I, the REMIC I Regular Interests shall be
      designated as the Regular Interests in REMIC I and the Class R-I Interest shall
      be designated as the sole class of Residual Interests in REMIC I. The REMIC
      regular interest components of the Class A Certificates, the Mezzanine
      Certificates, the Class CE-1 Certificates and the Class CE-2 Certificates shall
      be designated as the Regular Interests in REMIC II and the Class R-II Interest
      shall be designated as the sole class of Residual Interests in REMIC II. Neither
      the Trustee nor the Securities Administrator shall permit the creation of any
      “interests” in any Trust REMIC (within the meaning of Section 860G of the Code)
      other than the REMIC I Regular Interests and the interests represented by the
      Certificates.

     

    (b) The
      Closing Date is hereby designated as the “Startup Day” of each Trust REMIC
      within the meaning of Section 860G(a)(9) of the Code.

     

    (c) The
      Securities Administrator shall be reimbursed for any and all expenses relating
      to any tax audit of the Trust Fund (including, but not limited to, any
      professional fees or any administrative or judicial proceedings with respect
      to
      each Trust REMIC that involve the Internal Revenue Service or state tax
      authorities), including the expense of obtaining any tax related Opinion of
      Counsel required to be obtained hereunder. The Securities Administrator, as
      agent for each Trust REMIC’s tax matters person shall (i) act on behalf of the
      Trust Fund in relation to any tax matter or controversy involving any Trust
      REMIC and (ii) represent the Trust Fund in any administrative or judicial
      proceeding relating to an examination or audit by any governmental taxing
      authority with respect thereto. The holder of the largest Percentage Interest
      of
      each Class of Residual Certificates shall be designated, in the manner provided
      under U.S. Treasury Regulations Section 1.860F-4(d) and U.S. Treasury
      Regulations Section 301.6231(a)(7)-1, as the tax matters person of the Trust
      REMICs created hereunder. By their acceptance thereof, the holder of the largest
      Percentage Interest of the Residual Certificates hereby agrees to irrevocably
      appoint the Securities Administrator or an Affiliate as its agent to perform
      all
      of the duties of the tax matters person for the Trust Fund.

     

    (d) The
      Securities Administrator shall prepare and file, and the Trustee shall sign,
      all
      of the Tax Returns (including Form 8811, which must be filed within 30 days
      following the Closing Date) in respect of each Trust REMIC created hereunder.
      The expenses of preparing and filing such returns shall be borne by the
      Securities Administrator without any right of reimbursement
      therefor.

     

    (e) The
      Securities Administrator, as an agent for each Trust REMIC tax matters person,
      shall perform on behalf of each Trust REMIC all reporting and other tax
      compliance duties that are the responsibility of such REMIC under the Code,
      the
      REMIC Provisions or other compliance guidance issued by the Internal Revenue
      Service or any state or local taxing authority. Among its other duties, as
      required by the Code, the REMIC Provisions or other such compliance guidance,
      the Securities Administrator shall provide (i) to any Transferor of a Residual
      Certificate such information as is necessary for the application of any tax
      relating to the transfer of a Residual Certificate to any Person who is not
      a
      Permitted Transferee, (ii) to the Certificateholders such information or reports
      as are required by the Code or the REMIC Provisions including reports relating
      to interest, original issue discount and market discount or premium (using
      the
      Prepayment Assumption as required) and (iii) to the Internal Revenue Service
      the
      name, title, address and telephone number of the person who will serve as the
      representative of each Trust REMIC. The Depositor shall provide or cause to
      be
      provided to the Securities Administrator, within ten (10) days after the Closing
      Date, all information or data that the Securities Administrator reasonably
      determines to be relevant for tax purposes as to the valuations and issue prices
      of the Certificates, including, without limitation, the price, yield, prepayment
      assumption and projected cash flow of the Certificates.

     

    
      
        
        

      

      
        157

        
          

        

      

      
        
        

      

    

     

    (f) The
      Securities Administrator shall take such action and shall cause each Trust
      REMIC
      created hereunder to take such action as shall be necessary to create or
      maintain the status thereof as a REMIC under the REMIC Provisions. The
      Securities Administrator shall not take any action or cause the Trust Fund
      to
      take any action or fail to take (or fail to cause to be taken) any action that,
      under the REMIC Provisions, if taken or not taken, as the case may be, could
      (i)
      endanger the status of each Trust REMIC as a REMIC or (ii) result in the
      imposition of a tax upon the Trust Fund (including but not limited to the tax
      on
      prohibited transactions as defined in Section 860F(a)(2) of the Code and the
      tax
      on contributions to a REMIC set forth in Section 860G(d) of the Code) (either
      such event, an “Adverse
      REMIC Event”)
      unless
      the Securities Administrator has received an Opinion of Counsel, addressed
      to
      the Securities Administrator (at the expense of the party seeking to take such
      action but in no event at the expense of the Securities Administrator) to the
      effect that the contemplated action will not, with respect to any Trust REMIC,
      endanger such status or result in the imposition of such a tax, nor shall the
      Applicable Servicer take or fail to take any action (whether or not authorized
      hereunder) as to which the Securities Administrator has advised it in writing
      that it has received an Opinion of Counsel to the effect that an Adverse REMIC
      Event could occur with respect to such action; provided that the Applicable
      Servicer may conclusively rely on such Opinion of Counsel and shall incur no
      liability for its action or failure to act in accordance with such Opinion
      of
      Counsel. In addition, prior to taking any action with respect to any Trust
      REMIC
      or the respective assets of each, or causing any Trust REMIC to take any action,
      which is not contemplated under the terms of this Agreement, the Applicable
      Servicer will consult with the Securities Administrator or its designee, in
      writing, with respect to whether such action could cause an Adverse REMIC Event
      to occur with respect to any Trust REMIC and the Applicable Servicer shall
      not
      take any such action or cause any Trust REMIC to take any such action as to
      which the Securities Administrator has advised it in writing that an Adverse
      REMIC Event could occur; provided that the Applicable Servicer may conclusively
      rely on such writing and shall incur no liability for its action or failure
      to
      act in accordance with such writing. The Securities Administrator may consult
      with counsel to make such written advice, and the cost of same shall be borne
      by
      the party seeking to take the action not permitted by this Agreement, but in
      no
      event shall such cost be an expense of the Securities Administrator. At all
      times as may be required by the Code, the Securities Administrator will ensure
      that substantially all of the assets of each trust REMIC I will consist of
      “qualified mortgages” as defined in Section 860G(a)(3) of the Code and
“permitted investments” as defined in Section 860G(a)(5) of the Code, to the
      extent such obligations are within the Securities Administrator’s control and
      not otherwise inconsistent with the terms of this Agreement.

     


    
      
        
        

      

      
        158

        
          

        

      

      
        
        

      

    


    (g) In
      the
      event that any tax is imposed on “prohibited transactions” of any Trust REMIC
      created hereunder as defined in Section 860F(a)(2) of the Code, on the “net
      income from foreclosure property” of such REMIC as defined in Section 860G(c) of
      the Code, on any contributions to any such REMIC after the Startup Day therefor
      pursuant to Section 860G(d) of the Code, or any other tax is imposed by the
      Code
      or any applicable provisions of state or local tax laws, such tax shall be
      charged (i) to the Securities Administrator pursuant to Section
      11.03
      hereof,
      if such tax arises out of or results from a breach by the Securities
      Administrator of any of its obligations under this Article
      XI,
      (ii) to
      the Applicable Servicer pursuant to Section
      11.03
      hereof,
      if such tax arises out of or results from a breach by the Applicable Servicer
      of
      any of its obligations under Article
      III
      or this
Article
      XI,
      or
      (iii) in all other cases, against amounts on deposit in the Certificate Account
      and shall be paid by withdrawal therefrom.

     

    (h) On
      or
      before April 15 of each calendar year, commencing April 15, 2008, the Securities
      Administrator shall deliver to each Rating Agency an Officer’s Certificate of
      the Securities Administrator stating the Securities Administrator’s compliance
      with this Article
      XI.

     

    (i) The
      Securities Administrator shall, for federal income tax purposes, maintain books
      and records with respect to each Trust REMIC on a calendar year and on an
      accrual basis.

     

    (j) Following
      the Startup Day, neither the Applicable Servicer nor the Securities
      Administrator shall accept any contributions of assets to any Trust REMIC other
      than in connection with any Qualified Substitute Mortgage Loan delivered in
      accordance with Section 2.03
      unless
      it shall have received an Opinion of Counsel to the effect that the inclusion
      of
      such assets in the Trust Fund will not cause any Trust REMIC to fail to qualify
      as a REMIC at any time that any Certificates are outstanding or subject any
      Trust REMIC to any tax under the REMIC Provisions or other applicable provisions
      of federal, state and local law or ordinances.

     

    (k) Neither
      the Securities Administrator nor the Applicable Servicer shall enter into any
      arrangement by which any Trust REMIC will receive a fee or other compensation
      for services nor knowingly permit any Trust REMIC to receive any income from
      assets other than “qualified mortgages” as defined in Section 860G(a)(3) of the
      Code or “permitted investments” as defined in Section 860G(a)(5) of the
      Code.

     

    SECTION
      11.02 Prohibited
      Transactions and Activities.
      Neither
      the Depositor, the Interim Servicer, the Servicer, the Master Servicer, the
      Securities Administrator nor the Trustee shall sell, dispose of or substitute
      for any of the Mortgage Loans (except in connection with (i) the foreclosure
      of
      a Mortgage Loan, including but not limited to, the acquisition or sale of a
      Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy
      of REMIC I, (iii) the termination of REMIC I pursuant to Article
      X
      of this
      Agreement, (iv) a substitution pursuant to Article
      II
      of this
      Agreement or (v) a purchase of Mortgage Loans pursuant to Article
      II
      or
III
      of this
      Agreement), nor acquire any assets for any Trust REMIC (other than REO Property
      acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any
      investments in the Custodial Account or the Certificate Account for gain, nor
      accept any contributions to any Trust REMIC after the Closing Date (other than
      a
      Qualified Substitute Mortgage Loan delivered in accordance with Section
      2.03),
      unless
      it has received an Opinion of Counsel, addressed to the Trustee (at the expense
      of the party seeking to cause such sale, disposition, substitution, acquisition
      or contribution but in no event at the expense of the Trustee) that such sale,
      disposition, substitution, acquisition or contribution will not (a) affect
      adversely the status of any Trust REMIC as a REMIC or (b) cause any Trust REMIC
      to be subject to a tax on “prohibited transactions” or “contributions” pursuant
      to the REMIC Provisions.

     

     


    
      
        
        

      

      
        159

        
          

        

      

      
        
        

      

    


    SECTION
      11.03 Interim
      Servicer, Servicer, Master Servicer and Trustee Indemnification. (a)
      The
      Trustee agrees to be liable for any taxes and costs incurred by the Trust Fund,
      the Depositor, the Master Servicer, the Securities Administrator, the Interim
      Servicer or the Servicer including, without limitation, any reasonable
      attorneys’ fees imposed on or incurred by the Trust Fund, the Depositor, the
      Master Servicer, the Securities Administrator, the Interim servicer or the
      Servicer as a result of a breach of the Trustee’s covenants set forth in this
Article XI.

     

    (b) Each
      of
      the Interim Servicer and Servicer agree to indemnify the Trust Fund, the
      Depositor, the Master Servicer, the Securities Administrator and the Trustee
      for
      any taxes and costs including, without limitation, any reasonable attorneys’
fees imposed on or incurred by the Trust Fund, the Depositor, the Master
      Servicer, the Securities Administrator or the Trustee, as a result of a breach
      of the Interim Servicer’s or Servicer’s covenants set forth in Article
      III
      or this
Article
      XI.

     

    (c) The
      Master Servicer agrees to indemnify the Trust Fund, the Depositor, the Interim
      Servicer, the Servicer and the Trustee for any taxes and costs including any
      reasonable attorneys’ fees imposed on or incurred by the Trust Fund, the
      Depositor, the Applicable Servicer or the Trustee, as a result a breach of
      the
      Master Servicer’s covenants set forth in Article
      IV.

     

    (d) The
      Securities Administrator agrees to be liable for any taxes and costs incurred
      by
      the Trust Fund, the Depositor or the Trustee including any reasonable attorneys
      fees imposed on or incurred by the Trust Fund, the Depositor, the Interim
      Servicer, the Servicer or the Trustee as a result of a breach of the Securities
      Administrator’s covenants set forth in this Article XI.

     

    ARTICLE
      XII

     

    TRUSTEE
      AND SECURITIES ADMINISTRATOR COMPLIANCE WITH REGULATION AB

     

    SECTION
      12.01  Intent
      of the Parties; Reasonableness.
      The
      Seller, the Trustee,, the Securities Administrator, the Depositor and the
      Applicable Servicer acknowledge and agree that the purpose of Article XII of
      this Agreement is to facilitate compliance by the Seller and the Depositor
      with
      the provisions of Regulation AB and related rules and regulations of the
      Commission. Neither the Seller nor the Depositor shall exercise its right to
      request delivery of information or other performance under these provisions
      other than in good faith, or for purposes other than compliance with the
      Securities Act, the Exchange Act and the rules and regulations of the Commission
      thereunder. Each of the Depositor, the Seller, the Applicable Servicer and
      the
      Trustee acknowledges that interpretations of the requirements of Regulation
      AB
      may change over time, whether due to interpretive guidance provided by the
      Commission or its staff, consensus among participants in the asset-backed
      securities markets, advice of counsel, or otherwise, and agrees to comply with
      requests made by the Seller or the Depositor in good faith for delivery of
      information under these provisions on the basis of evolving interpretations
      of
      Regulation AB. Each of the Master Servicer, Applicable Servicer and the Trustee
      shall cooperate fully with the Seller to deliver to the Seller (including any
      of
      its assignees or designees) and the Depositor, any and all statements, reports,
      certifications, records and any other information necessary in the good faith
      determination of the Seller or the Depositor to permit the Seller or the
      Depositor to comply with the provisions of Regulation AB, together with such
      disclosures relating to the Applicable Servicer, the Trustee and the Mortgage
      Loans, or the servicing of the Mortgage Loans, reasonably believed by the Seller
      or the Depositor to be necessary in order to effect such
      compliance.

     

     


    
      
        
        

      

      
        160

        
          

        

      

      
        
        

      

    


    SECTION
      12.02 Additional
      Representations and Warranties of the Trustee and the Securities
      Administrator.
      For so
      long as the Trust is subject to the reporting requirements of the Exchange
      Act,
      each of the Trustee and Securities Administrator agrees that: 

     

    (a) Each
      of
      the Trustee and the Securities Administrator shall be deemed to represent,
      as to
      themselves, to the Seller and to the Depositor, as of the date hereof and the
      date on which information is provided to the Seller or the Depositor under
      Sections
      12.01,
      12.02(b)
      or
12.03
      that,
      except as disclosed in writing to the Seller or the Depositor prior to such
      date: (i) it is not aware and has not received notice that any default, early
      amortization or other performance triggering event has occurred as to any other
      Securitization Transaction due to any act or failure to act of the Trustee
      or
      Securities Administrator, respectively; (ii) it has not been terminated as
      trustee or securities administrator, as applicable, in a securitization of
      mortgage loans, (iii) there are no aspects of its financial condition that
      could
      have a material adverse effect on its performance of its trustee or securities
      administrator obligations, as applicable, under this Agreement or any other
      Securitization Transaction as to which it is the trustee or securities
      administrator, as applicable; (iv) there are no material legal or governmental
      proceedings pending (or known to be contemplated) against it that would be
      material to Certificateholders; and (v) there are no affiliations relating
      to
      the Trustee and there are no affiliations, relationships or transactions outside
      the ordinary course of business relating to the Securities Administrator, with
      respect to the Depositor or any sponsor, issuing entity, servicer, trustee,
      originator, significant obligor, enhancement or support provider or other
      material transaction party (as such terms are used in Regulation AB) relating
      to
      the Securitization Transaction contemplated by the Agreement (the “Transaction
      Parties”).

     

    (b) If
      so
      requested by the Seller or the Depositor on any date following the date on
      which
      information is first provided to the Seller or the Depositor under Section
      11.03,
      the
      Trustee and the Securities Administrator shall, within five Business Days
      following such request, confirm in writing the accuracy of the representations
      and warranties set forth in paragraph (a) of this Section or, if any such
      representation and warranty is not accurate as of the date of such request
      or
      such confirmation, provide reasonably adequate disclosure of the pertinent
      facts, in writing, to the requesting party.

     

     


    
      
        
        

      

      
        161

        
          

        

      

      
        
        

      

    


    SECTION
      12.03 Information
      to Be Provided by the Securities Administrator.
      (a)  For
      so long as the Trust is subject to the reporting requirements of the Exchange
      Act, for the purpose of satisfying the Depositor’s and the Seller’s reporting
      obligation under the Exchange Act with respect to any class of asset-backed
      securities, the Securities Administrator shall provide to the Applicable
      Servicer and the Seller a written description of (A) any litigation or
      governmental proceedings pending against the Trustee or the Securities
      Administrator, respectively, as of the last day of the calendar month that
      would
      be material to Certificateholders, and (B) any affiliations or relationships
      (as
      described in Item 1119 of Regulation AB) that develop following the Closing
      Date
      between the Trustee or the Securities Administrator, respectively, and any
      Transaction Party of the type described in Section
      12.02(a)(iv)
      or
12.02(a)(v)
      as of
      the last day of each calendar year. Any descriptions required with respect
      to
      legal proceedings, as well as updates to previously provided descriptions,
      under
      this Section 12.03
      shall be
      given no later than five Business Days prior to the Determination Date following
      the month in which the relevant event occurs, and any notices and descriptions
      required with respect to affiliations, as well as updates to previously provided
      descriptions, under this Section
      12.03
      shall be
      given no later than January 31 of the calendar year following the year in which
      the relevant event occurs. As of the date the Depositor or the Securities
      Administrator files each Report on Form 10-D and Report on Form 10-K with
      respect to the Certificates, the Securities Administrator will be deemed to
      represent that any information previously provided under this Article
      XII
      is
      materially correct and does not have any material omissions unless the
      Securities Administrator has provided an update to such
      information.

     

    (b) In
      addition to such information as the Securities Administrator is obligated to
      provide pursuant to other provisions of this Agreement, if so requested by
      the
      Applicable Servicer or the Seller in its reasonable good faith determination,
      the Securities Administrator shall provide such information regarding the
      performance or servicing of the Mortgage Loans as is reasonably required to
      facilitate preparation of distribution reports in accordance with Item 1121
      of
      Regulation AB. 

     

    SECTION
      12.04 Report
      on Assessment of Compliance and Attestation.
      On or
      before March 15 of each calendar year, the Securities Administrator
      shall:

     

    (a) deliver
      to the Seller, the Depositor and the Master Servicer a report (in form and
      substance reasonably satisfactory to the Seller, the Depositor and the Master
      Servicer) regarding the Securities Administrator’s assessment of compliance with
      the applicable Servicing Criteria during the immediately preceding calendar
      year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item
      1122 of Regulation AB. Such report shall be addressed to the Seller, the
      Depositor and the Master Servicer and signed by an authorized officer of the
      Securities Administrator, and shall address each of the Servicing Criteria
      specified on a certification substantially in the form of Exhibit J
      hereto;


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

     

    
      
        
        

      

      
        162

        
          

        

      

      
        
        

      

    

     

    SECTION
      12.05 Indemnification;
      Remedies.
      (a) The
      Securities Administrator, as applicable, shall indemnify the Seller, each
      affiliate of the Seller, the Depositor, the Applicable Servicer, each broker
      dealer acting as underwriter, placement agent or initial purchaser, each Person
      who controls any of such parties (within the meaning of Section 15 of the
      Securities Act and Section 20 of the Exchange Act) and the respective present
      and former directors, officers, employees and agents of each of the foregoing,
      and shall hold each of them harmless from and against any losses, damages,
      penalties, fines, forfeitures, legal fees and expenses and related costs,
      judgments, and any other costs, fees and expenses that any of them may sustain
      arising out of or based upon:

     

    (i) (A)
      any
      untrue statement of a material fact contained or alleged to be contained in
      any
      (w) compliance certificate or report regarding an assessment of compliance
      delivered by the Securities Administrator or any Subcontractor of the Securities
      Administrator pursuant to Section
      12.04(a),
      (x) any
      report of a registered public accounting firm delivered by or on behalf of
      the
      Securities Administrator or any Subcontractor of the Securities Administrator
      pursuant to Section 12.04(b), or (y) any information about the Securities
      Administrator provided by it pursuant to Section
      12.01,
      12.02
      or
12.03
      (collectively, the “Securities
      Administrator Information”),
      or
      (B) the omission or alleged omission to state in the Securities Administrator
      Information a material fact required to be stated in the Securities
      Administrator Information or necessary in order to make the statements therein,
      in the light of the circumstances under which they were made, not
      misleading;

     

    (ii) any
      failure by the Securities Administrator, as applicable, to deliver any
      information, report, certification, accountants’ letter or other material when
      and as required under this Article
      XII;
      or

     

    (iii) any
      breach by the Securities Administrator, as applicable, of a representation
      or
      warranty given by it set forth in Section
      12.02(a)
      or in a
      writing furnished pursuant to Section 12.02(b).

     

    (b) In
      the
      case of any failure of performance described in clause
      (ii)
      of this
Section 12.05(a),
      the
      Securities Administrator, shall promptly reimburse the Seller or the Depositor,
      as applicable, for all costs reasonably incurred by each such party in order
      to
      obtain the information, report, certification, accountants’ attestation or other
      material not delivered as required of the Securities Administrator and cooperate
      with the Depositor and the Seller to mitigate any damages that may result.
      


    ARTICLE
      XIII

     

    SERVICER
      COMPLIANCE WITH REGULATION AB

     

    SECTION
      13.01 [Reserved].

     

    
      
        
        

      

      
        163

        
          

        

      

      
        
        

      

    

     

    SECTION
      13.02 [Reserved].

     

    SECTION
      13.03 Information
      to Be Provided by the Applicable Servicer.
      The
      Applicable Servicer shall (i) within five Business Days following request by
      the
      Seller or the Depositor, provide to the Seller and the Depositor (or, as
      applicable, cause each Third Party Originator and each Sub-Servicer to provide),
      in writing and in form and substance reasonably satisfactory to the Seller
      and
      the Depositor, the information and materials specified in paragraph
      (c)
      of this
      Section, and (ii) as promptly as practicable following notice to or discovery
      by
      the Applicable Servicer, provide to the Seller and the Depositor (in writing
      and
      in form and substance reasonably satisfactory to the Seller and the Depositor)
      the information specified in paragraph
      (a)
      of this
      Section.

     

    (a) If
      so
      requested by the Seller or the Depositor for the purpose of satisfying its
      reporting obligation under the Exchange Act with respect to any class of
      asset-backed securities, the Applicable Servicer shall (or shall cause each
      Sub-Servicer and Third Party Originator to) (i) notify the Seller and the
      Depositor in writing of (A) any material litigation or governmental proceedings
      pending against the Applicable Servicer, any Sub-Servicer or any Third Party
      Originator and (B) any affiliations or relationships that develop following
      the
      Closing Date between the Applicable Servicer, any Sub-Servicer or any Third
      Party Originator (and any other parties identified in writing by the requesting
      party) with respect to the issuing of the Certificates, and (ii) provide to
      the
      Seller and the Depositor a description of such proceedings, affiliations or
      relationships.

     

    (b) As
      a
      condition to the succession to the Applicable Servicer or any Sub-Servicer
      as
      servicer or subservicer under this Agreement by any Person (i) into which the
      Applicable Servicer or such Sub-Servicer may be merged or consolidated, or
      (ii)
      which may be appointed as a successor to the Applicable Servicer or any
      Sub-Servicer , the Applicable Servicer shall provide to the Seller and the
      Depositor, at least 15 calendar days prior to the effective date of such
      succession or appointment, (x) written notice to the Seller and the Depositor
      of
      such succession or appointment and (y) in writing and in form and substance
      reasonably satisfactory to the Seller and the Depositor, all information
      reasonably requested by the Seller or the Depositor in order to comply with
      its
      reporting obligation under Item 6.02 of Form 8-K with respect to any class
      of
      asset-backed securities.

     

    (c) In
      addition to such information as the Applicable Servicer, as servicer, is
      obligated to provide pursuant to other provisions of this Agreement, if so
      requested by the Seller or the Depositor, the Applicable Servicer shall provide
      such information regarding the performance or servicing of the Mortgage Loans
      as
      is reasonably required to facilitate preparation of distribution reports in
      accordance with Item 1121 of Regulation AB. Such information shall be provided
      concurrently with the monthly reports otherwise required to be delivered by
      the
      Securities Administrator pursuant to Section
      5.02
      of this
      Agreement, commencing with the first such report due not less than ten Business
      Days following such request.


    SECTION
      13.04 Servicer
      Compliance Statement.
      (a) For
      so long as the trust created by this Agreement is subject to the reporting
      requirements of the Exchange Act, the Applicable Servicer shall, on or before
      March 15 of each calendar year, commencing in 2008, deliver to the Seller,
      the
      Master Servicer, the Securities Administrator and the Depositor a statement
      of
      compliance addressed to the Seller, the Master Servicer, the Securities
      Administrator and the Depositor and signed by an authorized officer of the
      Applicable Servicer, to the effect that (i) a review of the Applicable
      Servicer’s activities during the immediately preceding calendar year (or
      applicable portion thereof) and of its performance under this Agreement and
      any
      applicable Mortgage Loan Purchase Agreement during such period has been made
      under such officer’s supervision, and (ii) to the best of such officer’s
      knowledge, based on such review, the Applicable Servicer has fulfilled all
      of
      its obligations under this Agreement and any applicable Mortgage Loan Purchase
      Agreement in all material respects throughout such calendar year (or applicable
      portion thereof) or, if there has been a failure to fulfill any such obligation
      in any material respect, specifically identifying each such failure known to
      such officer and the nature and the status thereof; and (b) if the trust created
      by this Agreement is no longer subject to the reporting requirements of the
      Exchange Act, the Applicable Servicer shall deliver the statement described
      in
      the foregoing clause (a) or a portion thereof as mutually agreed by the
      Applicable Servicer and the Depositor annually until such trust terminates
      in
      accordance with the terms of this Agreement.

     

    
      
        
        

      

      
        164

        
          

        

      

      
        
        

      

    

     

    SECTION
      13.05 Report
      on Assessment of Compliance and Attestation.
      (a) (I)
      For so long as the trust created by this Agreement is subject to the reporting
      requirements of the Exchange Act, the Applicable Servicer shall, on or before
      March 15 of each calendar year, commencing in 2008:

     

    (i) deliver
      to the Seller, the Master Servicer, the Securities Administrator and the
      Depositor a report (in form and substance reasonably satisfactory to the Seller
      and the Depositor) regarding the Applicable Servicer’s assessment of compliance
      with the Servicing Criteria during the immediately preceding calendar year,
      as
      required under Rules 13a-18 and 15d-18 of the Exchange Act and Item 1122 of
      Regulation AB. Such report shall be addressed to the Seller and the Depositor
      and signed by an authorized officer of the Applicable Servicer, and shall
      address each of the Servicing Criteria specified on a certification
      substantially in the form of Exhibit
      J
      hereto
      delivered to the Seller concurrently with the execution of this
      Agreement;

     

    (ii) deliver
      to the Seller, the Master Servicer, the Securities Administrator and the
      Depositor a report of a registered public accounting firm reasonably acceptable
      to the Seller and the Depositor that attests to, and reports on, the assessment
      of compliance made by the Applicable Servicer and delivered pursuant to the
      preceding paragraph. Such attestation shall be in accordance with Rules
      1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the
      Exchange Act; immediately upon receipt of such report, the Applicable Servicer
      shall, at its own expense, furnish a copy of such report to the Securities
      Administrator and each Rating Agency. Copies of such statement shall be provided
      by the Trustee to any Certificateholder upon request, provided that such
      statement is delivered by the Applicable Servicer to the Securities
      Administrator;


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

     

    
      
        
        

      

      
        165

        
          

        

      

      
        
        

      

    

     

    (iv) if
      requested by the Seller or the Depositor (such request to be made not later
      than
      February 1 of the calendar year in which such certification is to be delivered),
      deliver to the Seller, the Depositor and any other Person that will be
      responsible for signing the certification (a “Sarbanes
      Certification”)
      required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant
      to
      Section 302 of the Sarbanes-Oxley Act of 2002) on behalf of an asset-backed
      issuer with respect to the transactions contemplated by this Agreement, a
      certification in the form attached hereto as Exhibit
      I-1;
      and

     

    (II)
      if
      the trust created by this Agreement is no longer subject to the reporting
      requirements of the Exchange Act, the Applicable Servicer shall deliver the
      items described in the foregoing clause (a)(I) annually to the Master Servicer
      and to the Depositor (or, with respect to the Depositor, as mutually agreed
      by
      the Applicable Servicer and the Depositor) until the trust created by this
      Agreement terminates in accordance with the terms of this
      Agreement.

     

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

     

    (b) Each
      assessment of compliance provided by a Sub-Servicer pursuant to Section
      13.05(a)(i)
      shall
      address each of the Servicing Criteria specified on a certification
      substantially in the form of Exhibit
      J
      hereto
      delivered to the Seller concurrently with the execution of this Agreement or,
      in
      the case of a Sub-Servicer subsequently appointed as such, on or prior to the
      date of such appointment. An assessment of compliance provided by a
      Subcontractor pursuant to Section
      13.05(a)(iii)
      need not
      address any elements of the Servicing Criteria other than those specified by
      the
      Applicable Servicer pursuant to Section
      13.06.

     

    SECTION
      13.06 Use
      of
      Sub-Servicers and Subcontractors.
      The
      Applicable Servicer shall not hire or otherwise utilize the services of any
      Sub-Servicer to fulfill any of the obligations of the Applicable Servicer as
      servicer under this Agreement unless the Applicable Servicer complies with
      the
      provisions of paragraph
      (a)
      of this
      Section. The Applicable Servicer shall not hire or otherwise utilize the
      services of any Subcontractor, and shall not permit any Sub-Servicer to hire
      or
      otherwise utilize the services of any Subcontractor, to fulfill any of the
      obligations of the Applicable Servicer as servicer under this Agreement unless
      the Applicable Servicer complies with the provisions of paragraph
      (b)
      of this
      Section.


    (a) It
      shall
      not be necessary for the Applicable Servicer to seek the consent of the Seller
      or the Depositor to the utilization of any Sub-Servicer. The Applicable Servicer
      shall cause any Sub-Servicer used by the Applicable Servicer (or by any
      Sub-Servicer) for the benefit of the Seller and the Depositor to comply with
      the
      provisions of this Section 13.06 and with Sections
      13.03(b),
      13.04,
      13.05
      and
13.07
      of this
      Agreement to the same extent as if such Sub-Servicer were the Applicable
      Servicer, and to provide the information required with respect to such
      Sub-Servicer under Section
      13.03(a)
      of this
      Agreement. The Applicable Servicer shall be responsible for obtaining from
      each
      Sub-Servicer and delivering to the Seller, the Master Servicer and the Depositor
      any servicer compliance statement required to be delivered by such Sub-Servicer
      under Section
      13.04,
      any
      assessment of compliance and attestation required to be delivered by such
      Sub-Servicer under Section
      13.05
      and any
      certification required to be delivered to the Person that will be responsible
      for signing the Sarbanes Certification under Section
      13.05
      as and
      when required to be delivered.

     

    
      
        
        

      

      
        166

        
          

        

      

      
        
        

      

    

     

    (b) It
      shall
      not be necessary for the Applicable Servicer to seek the consent of the Seller
      or the Depositor to the utilization of any Subcontractor. The Applicable
      Servicer shall promptly upon request provide to the Seller, the Master Servicer,
      the Securities Administrator and the Depositor (or any designee of the
      Depositor, such as a master servicer or administrator) a written description
      (in
      form and substance satisfactory to the Seller and the Depositor) of the role
      and
      function of each Subcontractor utilized by the Applicable Servicer or any
      Sub-Servicer, specifying (i) the identity of each such Subcontractor, (ii)
      which
      (if any) of such Subcontractors are “participating in the servicing function”
within the meaning of Item 1122 of Regulation AB, and (iii) which elements
      of
      the Servicing Criteria will be addressed in assessments of compliance provided
      by each Subcontractor identified pursuant to clause
      (ii)
      of this
      paragraph.

     

    As
      a
      condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, the Applicable Servicer shall cause any such Subcontractor used
      by the Applicable Servicer (or by any Sub-Servicer) for the benefit of the
      Seller and the Depositor to comply with the provisions of Sections
      13.05
      and
13.07
      of this
      Agreement to the same extent as if such Subcontractor were the Applicable
      Servicer. The Applicable Servicer shall be responsible for obtaining from each
      Subcontractor and delivering to the Seller and the Depositor any assessment
      of
      compliance and attestation required to be delivered by such Subcontractor under
      Section
      13.05,
      in each
      case as and when required to be delivered.

     

    SECTION
      13.07 Indemnification;
      Remedies.
      (a) The
      Applicable Servicer shall indemnify the Trustee, the Master Servicer, the
      Securities Administrator, the Depositor, the Seller, each affiliate of the
      Seller, and each of the following parties participating in the transactions
      contemplated by this Agreement: each sponsor and issuing entity; each Person
      responsible for the preparation, execution or filing of any report required
      to
      be filed with the Commission with respect to such transactions, or for execution
      of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the
      Exchange Act with respect to such transactions; each broker dealer acting as
      underwriter, placement agent or initial purchaser, each Person who controls
      any
      of such parties or the Depositor (within the meaning of Section 15 of the
      Securities Act and Section 20 of the Exchange Act); and the respective present
      and former directors, officers, employees and agents of each of the foregoing
      and of the Depositor, and shall hold each of them harmless from and against
      any
      losses, damages, penalties, fines, forfeitures, legal fees and expenses and
      related costs, judgments, and any other costs, fees and expenses that any of
      them may sustain arising out of or based upon:

     


    
      
        
        

      

      
        167

        
          

        

      

      
        
        

      

    


    (i) (A)
      any
      untrue statement of a material fact or alleged untrue statement of a material
      fact contained in any information, report, certification, accountants’ letter or
      other material provided in written or electronic form under this Article
      XIII
      by or on
      behalf of the Applicable Servicer, or provided under this Article
      XIII
      by or on
      behalf of any Sub-Servicer or any Subcontractor, or (B) the omission to state
      in
      any disclosure required by this Article
      XIII
      (collectively, the “Servicer
      Disclosure Information”)
      a
      material fact required to be stated in the Servicer Disclosure Information
      or
      necessary in order to make the statements made in the Servicer Disclosure
      Information, in the light of the circumstances under which such statements
      were
      made, not misleading (in each case, regardless of whether a final judgment
      has
      been entered by a finder of fact); or

     

    (ii) any
      failure by the Applicable Servicer, any Sub-Servicer or any Subcontractor to
      deliver any information, report, certification, accountants’ letter or other
      material when and as required under this Article
      XIII,
      including any failure by the Applicable Servicer to identify pursuant to
Section
      13.06(b)
      any
      Subcontractor “participating in the servicing function” within the meaning of
      Item 1122 of Regulation AB.

     

    In
      the
      case of any failure of performance described in clause
      (a)(ii)
      of this
      Section, the Applicable Servicer shall promptly reimburse the Seller, the
      Depositor, as applicable, and each Person responsible for the preparation,
      execution or filing of any report required to be filed with the Commission
      with
      respect to the transactions contemplated hereunder, or for execution of a
      certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange
      Act with respect to the transactions contemplated by this Agreement, for all
      costs reasonably incurred by each such party in order to obtain the information,
      report, certification, accountants’ letter or other material not delivered as
      required by the Applicable Servicer, any Sub-Servicer, any Subcontractor or
      any
      Third-Party Originator.

     

    (b) (i)
      Any
      failure by the Applicable Servicer, any Sub-Servicer or any Subcontractor or
      any
      Third Party Originator to deliver any information, report, certification,
      accountants’ letter or other material when and as required under this
Article
      XIII
      shall,
      except as provided in clause
      (ii)
      of this
      paragraph, immediately and automatically, without notice or grace period,
      constitute an Event of Default with respect to the Applicable Servicer under
      this Agreement and shall entitle the Depositor, in its sole discretion, to
      terminate the rights and obligations of the Applicable Servicer as servicer
      under this Agreement without payment (notwithstanding anything in this Agreement
      to the contrary) of any compensation to the Applicable Servicer; provided
      that to
      the extent that any provision of this Agreement expressly provides for the
      survival of certain rights or obligations following termination of the
      Applicable Servicer as servicer, such provision shall be given
      effect.


    (ii) Any
      failure by the Applicable Servicer, any Sub-Servicer or any Subcontractor to
      deliver any information, report, certification or accountants’ letter when and
      as required under Section
      13.04
      or
13.05,
      including (except as provided below) any failure by the Applicable Servicer
      to
      identify pursuant to Section
      13.06(b)
      any
      Subcontractor “participating in the servicing function” within the meaning of
      Item 1122 of Regulation AB, and shall entitle Depositor, as applicable, in
      its
      sole discretion to terminate the rights and obligations of the Applicable
      Servicer as servicer under this Agreement without payment (notwithstanding
      anything in this Agreement to the contrary) of any compensation to the
      Applicable Servicer; provided
      that to
      the extent that any provision of this Agreement expressly provides for the
      survival of certain rights or obligations following termination of the
      Applicable Servicer as servicer, such provision shall be given
      effect.

     

    
      
        
        

      

      
        168

        
          

        

      

      
        
        

      

    

     

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

     

    ARTICLE
      XIV

     

    MASTER
      SERVICER COMPLIANCE WITH REGULATION AB

     

    SECTION
      14.01 [Reserved].

     

    SECTION
      14.02 [Reserved].

     

    SECTION
      14.03 Information
      to Be Provided by the Master Servicer.
      

     

    (a) If
      so
      requested by the Seller or the Depositor for the purpose of satisfying its
      reporting obligation under the Exchange Act with respect to any class of
      asset-backed securities, the Master Servicer shall (to the extent the Seller
      and
      the Depositor have not been notified of the information described in
      clause (i) or provided the description specified in clause (ii), in
      each case pursuant to Section 12.02(a) hereof) (i) notify the Seller and
      the Depositor in writing of (A) any material litigation or governmental
      proceedings pending against the Master Servicer and (B) any affiliations or
      relationships that develop following the Closing Date between the Master
      Servicer (and any other parties identified in writing by the requesting party)
      with respect to the issuing of the Certificates, and (ii) provide to the Seller
      and the Depositor a description of such proceedings, affiliations or
      relationships.

     

    (b) As
      a
      condition to the succession to the Master Servicer as master servicer under
      this
      Agreement by any Person (i) into which the Master Servicer may be merged or
      consolidated, or (ii) which may be appointed as a successor to the Master
      Servicer, the Master Servicer shall provide to the Seller and the Depositor,
      at
      least 15 calendar days prior to the effective date of such succession or
      appointment, (x) written notice to the Seller and the Depositor of such
      succession or appointment and (y) in writing and in form and substance
      reasonably satisfactory to the Seller and the Depositor, all information
      reasonably requested by the Seller or the Depositor in order to comply with
      its
      reporting obligation under Item 6.02 of Form 8-K with respect to any class
      of
      asset-backed securities.


    (c) In
      addition to such information as the Master Servicer, as master servicer, is
      obligated to provide pursuant to other provisions of this Agreement, if so
      requested by the Seller or the Depositor, the Master Servicer shall provide
      such
      information regarding the performance or servicing of the Mortgage Loans as
      is
      reasonably required to facilitate preparation of distribution reports in
      accordance with Item 1121 of Regulation AB. Such information shall be provided
      concurrently with the monthly reports otherwise required to be delivered by
      the
      Securities Administrator pursuant to Section
      5.02
      of this
      Agreement, commencing with the first such report due not less than ten Business
      Days following such request.

     

    
      
        
        

      

      
        169

        
          

        

      

      
        
        

      

    

     

    SECTION
      14.04 Master
      Servicer Compliance Statement.
      (a) For
      so long as the trust created by this Agreement is subject to the reporting
      requirements of the Exchange Act, the Master Servicer shall, on or before March
      15 of each calendar year, commencing in 2008, deliver to the Seller, the
      Securities Administrator and the Depositor a statement of compliance addressed
      to the Seller, the Securities Administrator and the Depositor and signed by
      an
      authorized officer of the Master Servicer, to the effect that (i) a review
      of
      the Master Servicer’s activities during the immediately preceding calendar year
      (or applicable portion thereof) and of its performance under this Agreement
      and
      any applicable Mortgage Loan Purchase Agreement during such period has been
      made
      under such officer’s supervision, and (ii) to the best of such officer’s
      knowledge, based on such review, the Master Servicer has fulfilled all of its
      obligations under this Agreement and any applicable Mortgage Loan Purchase
      Agreement in all material respects throughout such calendar year (or applicable
      portion thereof) or, if there has been a failure to fulfill any such obligation
      in any material respect, specifically identifying each such failure known to
      such officer and the nature and the status thereof; and (b) if the trust created
      by this Agreement is no longer subject to the reporting requirements of the
      Exchange Act, the Master Servicer shall deliver the statement described in
      the
      foregoing clause (a) or a portion thereof as mutually agreed by the Master
      Servicer and the Depositor annually until such trust terminates in accordance
      with the terms of this Agreement.

     

    SECTION
      14.05 Report
      on Assessment of Compliance and Attestation.
      (a) (I)
      For so long as the trust created by this Agreement is subject to the reporting
      requirements of the Exchange Act, the Master Servicer shall, on or before March
      15 of each calendar year, commencing in 2008:

     

    (i) deliver
      to the Seller, the Securities Administrator and the Depositor a report (in
      form
      and substance reasonably satisfactory to the Seller, the Securities
      Administrator and the Depositor) regarding the Master Servicer’s assessment of
      compliance with the Servicing Criteria during the immediately preceding calendar
      year, as required under Rules 13a-18 and 15d-18 of the Exchange Act and Item
      1122 of Regulation AB. Such report shall be addressed to the Seller, the
      Securities Administrator and the Depositor and signed by an authorized officer
      of the Master Servicer, and shall address each of the Servicing Criteria
      specified on a certification substantially in the form of Exhibit
      J
      hereto
      delivered to the Seller concurrently with the execution of this
      Agreement;


    (ii) deliver
      to the Seller, the Securities Administrator and the Depositor a report of a
      registered public accounting firm reasonably acceptable to the Seller and the
      Depositor that attests to, and reports on, the assessment of compliance made
      by
      the Master Servicer and delivered pursuant to the preceding paragraph. Such
      attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of
      Regulation S-X under the Securities Act and the Exchange Act; immediately upon
      receipt of such report, the Master Servicer shall, at its own expense, furnish
      a
      copy of such report to the Securities Administrator and each Rating Agency.
      Copies of such statement shall be provided by the Securities Administrator
      to
      any Certificateholder upon request, provided that such statement is delivered
      by
      the Master Servicer to the Securities Administrator;

     

    
      
        
        

      

      
        170

        
          

        

      

      
        
        

      

    

     

    (iii) cause
      each Subcontractor determined by the Applicable Servicer pursuant to
Section
      14.06
      to be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, to deliver to the Seller, Securities Administrator and the
      Depositor an assessment of compliance and accountants’ attestation as and when
      provided in paragraphs
      (a)
      and
(b)
      of this
      Section; and

     

    (iv) if
      requested by the Seller or the Depositor (such request to be made not later
      than
      February 1 of the calendar year in which such certification is to be delivered),
      deliver to the Seller, the Depositor and any other Person that will be
      responsible for signing the Sarbanes Certification, a certification in the
      form
      attached hereto as Exhibit
      I-1;
      and

     

    (II)
      if
      the trust created by this Agreement is no longer subject to the reporting
      requirements of the Exchange Act, the Master Servicer shall deliver the items
      described in the foregoing clause (a)(I) or a portion thereof as mutually agreed
      by the Master Servicer and the Depositor annually until the trust created by
      this Agreement terminates in accordance with the terms of this
      Agreement.

     

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

     

    (b) An
      assessment of compliance provided by a Subcontractor pursuant to Section
      14.05(a)(iii)
      need not
      address any elements of the Servicing Criteria other than those specified by
      the
Master
      Servicer
      pursuant to Section
      14.06.

     

    SECTION
      14.06 Use
      of
      Subcontractors.
      The
      Master Servicer shall not hire or otherwise utilize the services of any
      Subcontractor to fulfill any of the obligations of the Master Servicer as master
      servicer under this Agreement unless the Master Servicer complies with the
      provisions of this Section.


    It
      shall
      not be necessary for the Master Servicer to seek the consent of the Seller
      or
      the Depositor to the utilization of any Subcontractor. The Master Servicer
      shall
      promptly upon request provide to the Seller and the Depositor (or any designee
      of the Depositor, such as an administrator) a written description (in form
      and
      substance satisfactory to the Seller and the Depositor) of the role and function
      of each Subcontractor utilized by the Master Servicer, specifying (i) the
      identity of each such Subcontractor, (ii) which (if any) of such Subcontractors
      are “participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, and (iii) which elements of the Servicing Criteria will be
      addressed in assessments of compliance provided by each Subcontractor identified
      pursuant to clause
      (ii)
      of this
      paragraph.

     

    
      
        
        

      

      
        171

        
          

        

      

      
        
        

      

    

     

    As
      a
      condition to the utilization of any Subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB, the Master Servicer shall cause any such Subcontractor used
      by
      the Master Servicer for the benefit of the Seller and the Depositor to comply
      with the provisions of Sections
      14.05
      and
14.07
      of this
      Agreement to the same extent as if such Subcontractor were the Master Servicer.
      The Master Servicer shall be responsible for obtaining from each Subcontractor
      and delivering to the Seller and the Depositor any assessment of compliance
      and
      attestation required to be delivered by such Subcontractor under Section
      14.05,
      in each
      case as and when required to be delivered.

     

    SECTION
      14.07 Indemnification;
      Remedies.
      (a) The
      Master Servicer shall indemnify the Trustee, the Depositor, the Seller, each
      affiliate of the Seller, and each of the following parties participating in
      the
      transactions contemplated by this Agreement: each sponsor and issuing entity;
      each Person responsible for the preparation, execution or filing of any report
      required to be filed with the Commission with respect to such transactions,
      or
      for execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d)
      under the Exchange Act with respect to such transactions; each broker dealer
      acting as underwriter, placement agent or initial purchaser, each Person who
      controls any of such parties or the Depositor (within the meaning of Section
      15
      of the Securities Act and Section 20 of the Exchange Act); and the respective
      present and former directors, officers, employees and agents of each of the
      foregoing and of the Depositor, and shall hold each of them harmless from and
      against any losses, damages, penalties, fines, forfeitures, legal fees and
      expenses and related costs, judgments, and any other costs, fees and expenses
      that any of them may sustain arising out of or based upon:

     

    (i) (A)
      any
      untrue statement of a material fact or alleged untrue statement of a material
      fact contained in any information, report, certification, accountants’ letter or
      other material provided in written or electronic form under this Article
      XIV
      by or on
      behalf of the Master Servicer, or provided under this Article
      XIV
      by or on
      behalf of any Subcontractor, or (B) the omission to state in any disclosure
      required by this Article
      XIV
      (collectively, the “Master
      Servicer Disclosure Information”)
      a
      material fact required to be stated in the Master Servicer Disclosure
      Information or necessary in order to make the statements made in the Master
      Servicer Disclosure Information, in the light of the circumstances under which
      such statements were made, not misleading (in each case, regardless of whether
      a
      final judgment has been entered by a finder of fact); or

     

    (ii) any
      failure by the Master Servicer or any Subcontractor to deliver any information,
      report, certification, accountants’ letter or other material when and as
      required under this Article
      XIV,
      including any failure by the Master Servicer to identify pursuant to
Section
      14.06(b)
      any
      Subcontractor “participating in the servicing function” within the meaning of
      Item 1122 of Regulation AB.


    In
      the
      case of any failure of performance described in clause
      (a)(ii)
      of this
      Section, the Master Servicer shall promptly reimburse the Seller, the Depositor,
      as applicable, and each Person responsible for the preparation, execution or
      filing of any report required to be filed with the Commission with respect
      to
      the transactions contemplated hereunder, or for execution of a certification
      pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act with respect
      to the transactions contemplated by this Agreement, for all costs reasonably
      incurred by each such party in order to obtain the information, report,
      certification, accountants’ letter or other material not delivered as required
      by the Master Servicer or any Subcontractor.

     

    
      
        
        

      

      
        172

        
          

        

      

      
        
        

      

    

     

    (b) (i)
      Any
      failure by the Master Servicer or any Subcontractor to deliver any information,
      report, certification, accountants’ letter or other material when and as
      required under this Article
      XIV
      shall,
      except as provided in clause
      (ii)
      of this
      paragraph, immediately and automatically, without notice or grace period,
      constitute a Master Servicer Event of Default under this Agreement and shall
      entitle the Depositor, in its sole discretion, to terminate the rights and
      obligations of the Master Servicer as master servicer under this Agreement
      without payment (notwithstanding anything in this Agreement to the contrary)
      of
      any compensation to the Master Servicer; provided
      that to
      the extent that any provision of this Agreement expressly provides for the
      survival of certain rights or obligations following termination of the Master
      Servicer as master servicer, such provision shall be given effect.

     

    (ii) Any
      failure by the Master Servicer or any Subcontractor to deliver any information,
      report, certification or accountants’ letter when and as required under
Section
      14.04
      or
14.05,
      including (except as provided below) any failure by the Master Servicer to
      identify pursuant to Section
      14.06(b)
      any
      Subcontractor “participating in the servicing function” within the meaning of
      Item 1122 of Regulation AB, shall constitute a Master Servicer Event of Default
      under this Agreement, and shall entitle Depositor, as applicable, in its sole
      discretion to terminate the rights and obligations of the Master Servicer as
      master servicer under this Agreement without payment (notwithstanding anything
      in this Agreement to the contrary) of any compensation to the Master Servicer;
      provided
      that to
      the extent that any provision of this Agreement expressly provides for the
      survival of certain rights or obligations following termination of the Master
      Servicer as master servicer, such provision shall be given effect.

     

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

     

    (iii) The
      Master Servicer shall promptly reimburse the Seller (or any designee of the
      Seller) and the Depositor, as applicable, for all reasonable expenses incurred
      by the Seller (or such designee) or the Depositor, as such are incurred, in
      connection with the termination of the Master Servicer as master servicer and
      the transfer of master servicing of the Mortgage Loans to a successor master
      servicer. The provisions of this paragraph shall not limit whatever rights
      the
      Seller or the Depositor may have under other provisions of this Agreement or
      otherwise, whether in equity or at law, such as an action for damages, specific
      performance or injunctive relief.

     

     


    
      
        
        

      

      
        173

        
          

        

      

      
        
        

      

    


    ARTICLE
      XV

     

    MISCELLANEOUS
      PROVISIONS

     

    SECTION
      15.01 Amendment.
      This
      Agreement may be amended from time to time by the Depositor, the Applicable
      Servicer, the Master Servicer, the Securities Administrator and the Trustee,
      but
      without the consent of any of the Certificateholders, (i) to cure any ambiguity
      or defect, (ii) to correct, modify or supplement any provisions herein
      (including to give effect to the expectations of Certificateholders), (iii)
      to
      amend the provisions of Section
      5.06,
      (iv) to
      change the timing and/or nature of deposits into the Custodial Account or the
      Certificate Account or to change the name in which the Custodial Account is
      maintained, provided
      that (A)
      the Servicer Remittance Date shall in no event be later than the related
      Distribution Date, (B) such change shall not, as evidenced by an Opinion of
      Counsel, adversely affect in any material respect the interests of any
      Certificateholder and (C) such change shall not result in a reduction of the
      rating assigned to any Class of Certificates below the lower of the then-current
      rating or the rating assigned to such Certificates as of the Closing Date,
      as
      evidenced by a letter from each Rating Agency to such effect, (v) to modify,
      eliminate or add to any of its provisions to such extent as shall be necessary
      or desirable to maintain the qualification of any Trust REMIC created hereunder
      as a Trust REMIC at all times that any Certificate is outstanding or to avoid
      or
      minimize the risk of the imposition of any tax on the Trust Fund pursuant to
      the
      Code that would be a claim against the Trust Fund, provided
      that the
      Trustee has received an Opinion of Counsel to the effect that (A) such action
      is
      necessary or desirable to maintain such qualification or to avoid or minimize
      the risk of the imposition of any such tax and (B) such action will not
      adversely affect in any material respect the interests of any Certificateholder,
      (vi) such amendment is made to conform the terms of this Agreement to the terms
      described in the Prospectus dated June 28, 2007 together with the Prospectus
      Supplement dated July 10, 2007, or (vii) to make any other provisions with
      respect to matters or questions arising under this Agreement which shall not
      be
      inconsistent with the provisions of this Agreement, provided
      that any such action pursuant to clauses (i), (ii), (iii), (vi) or
      (vii),
      as
      evidenced by either (a) an Opinion of Counsel delivered to the Trustee
      adversely affect in any material respect the interests of any Certificateholder
      or (b) written notice to the Depositor, the Applicable Servicer, the Master
      Servicer and the Trustee from the Rating Agencies that such action will not
      result in the reduction or withdrawal of the rating of any outstanding Class
      of
      Certificates with respect to which it is a Rating Agency). No amendment shall
      be
      deemed to adversely affect in any material respect the interests of any
      Certificateholder who shall have consented thereto, and no Opinion of Counsel
      or
      Rating Agency confirmation shall be required to address the effect of any such
      amendment on any such consenting Certificateholder. Notwithstanding the
      foregoing, neither an Opinion of Counsel nor written notice to the Depositor,
      the Applicable Servicer, the Master Servicer, the Securities Administrator
      and
      the Trustee from the Rating Agencies will be required in connection with an
      amendment to the provisions of Section
      5.06.


    This
      Agreement may also be amended from time to time by the Depositor, the Applicable
      Servicer, the Master Servicer, the Securities Administrator and the Trustee
      with
      the consent of the Holders of Certificates entitled to at least 66% of the
      Voting Rights for the purpose of adding any provisions to or changing in any
      manner or eliminating any of the provisions of this Agreement or of modifying
      in
      any manner the rights of the Holders of Certificates; provided,
      however,
      that no
      such amendment shall (i) reduce in any manner the amount of, or delay the timing
      of, payments received on Mortgage Loans which are required to be distributed
      on
      any Certificate without the consent of the Holder of such Certificate, (ii)
      adversely affect in any material respect the interests of the Holders of any
      Class of Certificates (as evidenced by either (a) an Opinion of Counsel
      delivered to the Trustee or (b) written notice to the Depositor, the
      Applicable Servicer, the Master Servicer and the Trustee from the Rating
      Agencies that such action will not result in the reduction or withdrawal of
      the
      rating of any outstanding Class of Certificates with respect to which it is
      a
      Rating Agency) in a manner, other than as described in (i) or (iii) modify
      the
      consents required by the immediately preceding clauses
      (i)
      and
(ii)
      without
      the consent of the Holders of all Certificates then outstanding. Notwithstanding
      any other provision of this Agreement, for purposes of the giving or withholding
      of consents pursuant to this Section
      15.01,
      Certificates registered in the name of the Depositor, the Master Servicer or
      the
      Applicable Servicer or any Affiliate thereof shall be entitled to Voting Rights
      with respect to matters affecting such Certificates.

     

    
      
        
        

      

      
        174

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      any contrary provision of this Agreement, the Trustee shall not consent to
      any
      amendment to this Agreement unless it shall have first received an Opinion
      of
      Counsel to the effect that such amendment (i) will not result in the imposition
      of any tax on any Trust REMIC pursuant to the REMIC Provisions or cause any
      Trust REMIC to fail to qualify as a REMIC at any time that any Certificates
      are
      outstanding and (ii) is authorized or permitted hereunder. Notwithstanding
      any
      of the other provisions of this Section 15.01,
      none of
      the Depositor, the Applicable Servicer, the Master Servicer or the Trustee
      shall
      enter into any amendment to Section 5.07
      or
Section 5.01(a)(5)(v)
      of this
      Agreement without the prior written consent of the Swap
      Counterparty.

     

    Promptly
      after the execution of any such amendment the Trustee shall furnish a copy
      of
      such amendment to each Certificateholder.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this Section
      15.01
      to
      approve the particular form of any proposed amendment, but it shall be
      sufficient if such consent shall approve the substance thereof. The manner
      of
      obtaining such consents and of evidencing the authorization of the execution
      thereof by Certificateholders shall be subject to such reasonable regulations
      as
      the Trustee may prescribe.

     

    The
      cost
      of any Opinion of Counsel to be delivered pursuant to this Section
      15.01
      shall be
      borne by the Person seeking the related amendment, but in no event shall such
      Opinion of Counsel be an expense of the Trustee.

     

    The
      Trustee may, but shall not be obligated to enter into any amendment pursuant
      to
      this Section that affects its rights, duties and immunities under this Agreement
      or otherwise.


    SECTION
      15.02 Recordation
      of Agreement; Counterparts.
      To the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all of the counties
      or other comparable jurisdictions in which any or all of the Mortgaged
      Properties are situated, and in any other appropriate public recording office
      or
      elsewhere. The Applicable Servicer shall effect such recordation at the Trust’s
      expense upon the request in writing of a Certificateholder, but only if such
      direction is accompanied by an Opinion of Counsel (provided at the expense
      of
      the Certificateholder requesting recordation) to the effect that such
      recordation would materially and beneficially affect the interests of the
      Certificateholders or is required by law.

     

    
      
        
        

      

      
        175

        
          

        

      

      
        
        

      

    

     

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

     

    SECTION
      15.03 Limitation
      on Rights of Certificateholders.
      The
      death or incapacity of any Certificateholder shall not operate to terminate
      this
      Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
      representative or heirs to claim an accounting or to take any action or commence
      any proceeding in any court for a petition or winding up of the Trust Fund,
      or
      otherwise affect the rights, obligations and liabilities of the parties hereto
      or any of them.

     

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

     

    No
      Certificateholder shall have any right by virtue or by availing itself of any
      provisions of this Agreement to institute any suit, action or proceeding in
      equity or at law upon or under or with respect to this Agreement, unless such
      Holder previously shall have given to the Trustee a written notice of an Event
      of Default and of the continuance thereof, as hereinbefore provided, the Holders
      of Certificates evidencing not less than 25% of the Voting Rights evidenced
      by
      the Certificates shall also have made written request to the Trustee to
      institute such action, suit or proceeding in its own name as Trustee hereunder
      and shall have offered to the Trustee such reasonable indemnity as it may
      require against the costs, expenses, and liabilities to be incurred therein
      or
      thereby, and the Trustee for 60 days after its receipt of such notice, request
      and offer of indemnity shall have neglected or refused to institute any such
      action, suit or proceeding; it being understood and intended, and being
      expressly covenanted by each Certificateholder with every other
      Certificateholder and the Trustee that no one or more Holders of Certificates
      shall have any right in any manner whatever by virtue or by availing itself
      or
      themselves of any provisions of this Agreement to affect, disturb or prejudice
      the rights of the Holders of any other of the Certificates, or to obtain or
      seek
      to obtain priority over or preference to any other such Holder or to enforce
      any
      right under this Agreement, except in the manner herein provided and for the
      common benefit of all Certificateholders. For the protection and enforcement
      of
      the provisions of this Section
      15.03,
      each
      and every Certificateholder, the Trustee shall be entitled to such relief as
      can
      be given either at law or in equity.


    SECTION
      15.04 Governing
      Law.
      THIS
      AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE SUBSTANTIVE
      LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
      IN THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
      HERETO AND THE CERTIFICATEHOLDERS SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
      LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (OTHER THAN
      SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAWS).

     

    
      
        
        

      

      
        176

        
          

        

      

      
        
        

      

    

     

    SECTION
      15.05 Notices.
      All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given when received if personally delivered at or
      mailed by first class mail, postage prepaid, or by express delivery service
      or
      delivered in any other manner specified herein, to (a) in the case of the
      Depositor, Stanwich Asset Acceptance Company, L.L.C., Seven Greenwich Office
      Park, 599 West Putnam Avenue, Greenwich, Connecticut 06830, Attention:
      President, or such other address or telecopy number as may hereafter be
      furnished to the Applicable Servicer, the Master Servicer, the Securities
      Administrator, Swap Provider and the Trustee in writing by the Depositor, (b)
      in
      the case of the Interim Servicer, EMC Mortgage Corporation, 2780 Lake Vista
      Drive, Lewisville, Texas 75067, Attention: General Counsel (telecopy number:
      (214) 626-4714), or such other address or telecopy number as may hereafter
      be
      furnished to the Trustee, the Master Servicer, the Securities Administrator,
      Swap Provider and the Depositor in writing by the Interim Servicer, (c) in
      the
      case of the Servicer, Carrington Mortgage Services, LLC, 599 West Putnam Avenue,
      Seven Greenwich Office Park, Greenwich, Connecticut 06830, Attention: President
      (telecopy number: (203) 661-6378), or such other address or telecopy number
      as
      may hereafter be furnished to the Trustee, the Master Servicer, the Securities
      Administrator, Swap Provider and the Depositor in writing by the Servicer (d)
      in
      the case of the Master Servicer and the Securities Administrator, P.O. Box
      98,
      Columbia, Maryland 21046 and for overnight delivery to 9062 Old Annapolis Road,
      Columbia, Maryland 21045, Attention: Client Manager - Carrington 2007-HE1
      (telecopy number (410) 715-2380), or such other address or telecopy number
      as
      may hereafter be furnished to the Trustee, the Depositor, Swap Provider and
      the
      Applicable Servicer in writing by the Master Servicer or the Securities
      Administrator, (e) in the case of the Trustee, at the Corporate Trust Office
      or
      such other address or telecopy number as may hereafter be furnished to the
      Servicer, the Master Servicer, the Securities Administrator, Swap Provider
      and
      the Depositor in writing by the Trustee. Any notice required or permitted to
      be
      given to a Certificateholder shall be given by first class mail, postage
      prepaid, at the address of such Holder as shown in the Certificate Register.
      Any
      notice so mailed within the time prescribed in this Agreement shall be
      conclusively presumed to have been duly given when mailed, whether or not the
      Certificateholder receives such notice. A copy of any notice required to be
      telecopied hereunder also shall be mailed to the appropriate party in the manner
      set forth above.

     

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


    SECTION
      15.07 Notice
      to Rating Agencies.
      The
      Trustee shall use its best efforts promptly to provide notice to the Rating
      Agencies with respect to each of the following of which it has actual
      knowledge:

     

    
      
        
        

      

      
        177

        
          

        

      

      
        
        

      

    

     

    Any
      material change or amendment to this Agreement;

     

    The
      occurrence of any Servicer Event of Default or a Master Servicer Event of
      Default that has not been cured or waived;

     

    The
      resignation or termination of the Applicable Servicer, the Master Servicer
      or
      the Trustee;

     

    The
      repurchase or substitution of Mortgage Loans pursuant to or as contemplated
      by
Section 2.03;

     

    The
      final
      payment to the Holders of any Class of Certificates;

     

    Any
      change in the location of the Custodial Account or the Certificate Account;
      and

     

    Any
      event
      that would result in the inability of the Trustee, as successor servicer, to
      make advances regarding delinquent Mortgage Loans.

     

    In
      addition, the Securities Administrator shall make available to each Rating
      Agency copies of each report to Certificateholders described in Section
      5.02
      and the
      Applicable Servicer shall promptly furnish to each Rating Agency copies of
      the
      following:

     

    Each
      annual statement as to compliance described in Section
      13.05(i);
      and

     

    Each
      annual independent public accountants’ servicing report described in
Section
      13.05(ii).

     

    The
      Master Servicer shall promptly furnish to each Rating Agency copies of the
      following:

     

    1. Each
      annual statement as to compliance described in Section
      14.05(i);
      and

     

    2. Each
      annual independent public accountants’ servicing report described in
Section
      14.05(ii).

     

    Any
      such
      notice pursuant to this Section
      15.07
      shall be
      in writing and shall be deemed to have been duly given if personally delivered
      at or mailed by first class mail, postage prepaid, or by express delivery
      service to Standard & Poor’s, a division of The McGraw-Hill Companies, Inc.,
      55 Water Street, New York, New York 10041, to Fitch Ratings, 1 State Street
      Plaza, New, York, New York 10004, to Dominion Bond Rating Service, Inc., One
      Exchange Plaza, New York, New York 10006 and to Moody’s Investors Service, Inc.,
      99 Church Street, New York, New York 10007 or such other addresses as the Rating
      Agencies may designate in writing to the parties hereto.


    SECTION
      15.08 Article
      and Section References.
      All
      article and section references used in this Agreement, unless otherwise
      provided, are to articles and sections in this Agreement.

     

    SECTION
      15.09 Grant
      of Security Interest.
      It is
      the express intent of the parties hereto that the conveyance of the Mortgage
      Loans by the Depositor to the Trustee, be, and be construed as, a sale of the
      Mortgage Loans by the Depositor and not a pledge of the Mortgage Loans to secure
      a debt or other obligation of the Depositor. However, in the event that,
      notwithstanding the aforementioned intent of the parties, the Mortgage Loans
      are
      held to be property of the Depositor, then, (a) it is the express intent of
      the
      parties that such conveyance be deemed a pledge of the Mortgage Loans by the
      Depositor to the Trustee to secure a debt or other obligation of the Depositor
      and (b) (1) this Agreement shall also be deemed to be a security agreement
      within the meaning of Articles 8 and 9 of the Uniform Commercial Code as in
      effect from time to time in the State of New York; (2) the conveyance provided
      for in Section
      2.01
      hereof
      shall be deemed to be a grant by the Depositor to the Trustee of a security
      interest in all of the Depositor’s right, title and interest in and to (i) such
      Mortgage Loans and all amounts payable to the holders of the Mortgage Loans
      in
      accordance with the terms thereof and all proceeds of the conversion voluntary
      or involuntary, of the foregoing into cash, instruments, securities or other
      property and Prepayment Charges related thereto as from time to time are subject
      to this Agreement, together with the Mortgage Files relating thereto, and
      together with all collections thereon and proceeds thereof; (ii) any REO
      Property, together with all collections thereon and proceeds thereof; (iii)
      the
      Depositor’s rights with respect to the Mortgage Loans under all insurance
      policies required to be maintained pursuant to this Agreement and any proceeds
      thereof; (iv) the Depositor’s rights under the Mortgage Loan Purchase Agreement
      (including any security interest created thereby); (v) the Custodial Account
      (other than any amounts representing any Servicer Prepayment Charge Payment
      Amount), the Certificate Account (other than any amounts representing any
      Servicer Prepayment Charge Payment Amount) and any REO Account, and such assets
      that are deposited therein from time to time and any investments thereof,
      together with any and all income, proceeds and payments with respect thereto;
      and (vi) the Swap Account and all amounts payable pursuant to the Swap
      Agreement in accordance with the terms thereof; (3) the obligations secured
      by
      such security agreement shall be deemed to be all of the Depositor’s obligations
      under this Agreement, including the obligation to provide to the
      Certificateholders the benefits of this Agreement relating to the Mortgage
      Loans
      and the Trust Fund and to provide the Swap Counterparty the benefit of
Section 5.07
      and
5.01(a)(4)(v);
      and (4)
      notifications to persons holding such property, and acknowledgments, receipts
      or
      confirmations from persons holding such property, shall be deemed notifications
      to, or acknowledgments, receipts or confirmations from, financial
      intermediaries, bailees or agents (as applicable) of the Trustee for the purpose
      of perfecting such security interest under applicable law. Accordingly, the
      Depositor hereby grants to the Trustee a security interest in the Mortgage
      Loans
      and all other property described in clause
      (2)
      of the
preceding
      sentence,
      for the
      purpose of securing to the Trustee the performance by the Depositor of the
      obligations described in clause
      (3)
      of the
preceding
      sentence.
      Notwithstanding the foregoing, the parties hereto intend the conveyance pursuant
      to Section
      2.01
      to be a
      true, absolute and unconditional sale of the Mortgage Loans and assets
      constituting the Trust Fund by the Depositor to the Trustee.

     

     


    
      
        
        

      

      
        178

        
          

        

      

      
        
        

      

    


    SECTION
      15.10 Intention
      of Parties.
      It is
      the express intent of the parties hereto that the conveyance of the Mortgage
      Notes, Mortgages, assignments of Mortgages, title insurance policies and any
      modifications, extensions and/or assumption agreements and private mortgage
      insurance policies relating to the Mortgage Loans by the Seller to the
      Depositor, and by the Depositor to the Trustee be, and be construed as, an
      absolute sale thereof to the Depositor or the Trustee, as applicable. It is,
      further, not the intention of the parties that such conveyance be deemed a
      pledge thereof by the Seller to the Depositor, or by the Depositor to the
      Trustee. However, in the event that, notwithstanding the intent of the parties,
      such assets are held to be the property of the Seller or the Depositor, as
      applicable, or if for any other reason the Mortgage Loan Purchase Agreement
      or
      this Agreement is held or deemed to create a security interest in such assets,
      then (i) the Mortgage Loan Purchase Agreement and this Agreement shall each
      be
      deemed to be a security agreement within the meaning of the Uniform Commercial
      Code of the State of New York and (ii) the conveyance provided for in the
      Mortgage Loan Purchase Agreement from the Seller to the Depositor, and the
      conveyance provided for in this Agreement from the Depositor to the Trustee,
      shall be deemed to be an assignment and a grant by the Seller or the Depositor,
      as applicable, for the benefit of the Certificateholders, of a security interest
      in all of the assets that constitute the Trust Fund, whether now owned or
      hereafter acquired.

     

    
      
        
        

      

      
        179

        
          

        

      

      
        
        

      

    

     

    The
      Depositor for the benefit of the Certificateholders shall, to the extent
      consistent with this Agreement, take such actions as may be necessary to ensure
      that, if this Agreement were deemed to create a security interest in the assets
      of the Trust Fund, such security interest would be deemed to be a perfected
      security interest of first priority under applicable law and will be maintained
      as such throughout the term of the Agreement.

     

    SECTION
      15.11 Assignment.
      Notwithstanding anything to the contrary contained herein, except as provided
      pursuant to Section
      7.02
      and
7.06,
      this
      Agreement may not be assigned by the Applicable Servicer, the Master Servicer
      or
      the Depositor.

     

    SECTION
      15.12 Inspection
      and Audit Rights.
      The
      Interim Servicer and the Servicer agree that, on reasonable prior notice, it
      will permit any representative of the Depositor or the Trustee during the
      Applicable Servicer’s normal business hours, to examine all the books of
      account, records, reports and other papers of the Applicable Servicer relating
      to the Mortgage Loans, to make copies and extracts therefrom, to cause such
      books to be audited by independent certified public accountants selected by
      the
      Depositor or the Trustee and to discuss its affairs, finances and accounts
      relating to such Mortgage Loans with its officers, employees and independent
      public accountants (and by this provision the Applicable Servicer hereby
      authorizes such accountants to discuss with such representative such affairs,
      finances and accounts), all at such reasonable times and as often as may be
      reasonably requested. Any out-of-pocket expense incident to the exercise by
      the
      Depositor or the Trustee of any right under this Section
      15.12
      shall be
      borne by the party requesting such inspection, subject to such party’s right to
      reimbursement hereunder (in the case of the Trustee, pursuant to Section
      9.05
      hereof).


    SECTION
      15.13 Certificates
      Nonassessable and Fully Paid.
      It is
      the intention of the Depositor that Certificateholders shall not be personally
      liable for obligations of the Trust Fund, that the interests in the Trust Fund
      represented by the Certificates shall be nonassessable for any reason
      whatsoever, and that the Certificates, upon due authentication thereof by the
      Trustee pursuant to this Agreement, are and shall be deemed fully
      paid.

     

    SECTION
      15.14 Third-Party
      Beneficiaries.
      The
      Swap Counterparty is an express third-party beneficiary of this Agreement,
      and
      shall have the right to enforce the provisions of this Agreement.

     

    
      
        
        

      

      
        180

        
          

        

      

      
        
        

      

    

     

    SECTION
      15.15 Perfection
      Representations.
      The
      Perfection Representations shall be a part of this Agreement for all
      purposes.

     

    SECTION
      15.16 Notice
      to Holder of Class CE-1 Certificate.
      Upon
      actual knowledge by a Servicing Officer or a Master Servicing Officer, as
      applicable, of an event which constitutes a Servicer Event of Default or a
      Master Servicer Event of Default under Section
      8.01
      of this
      Agreement or gives rise to an indemnity claim under Sections
      3.25,
      9.05(b),
      9.05(c),
      11.03(b),
      11.03(c)
      or
16.02(g)
      of this
      Agreement, such Servicing Officer, or Master Servicing Officer, as the case
      may
      be, shall promptly (but in no event later than two Business Days following
      such
      knowledge) provide written notice to the Holder of the Class CE-1 Certificate
      of
      such event.

     

    


    [Signatures
      follow]

    



    
      
        
        

      

      
        181

        
          

        

      

      
        
        

      

    



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

     

    STANWICH
      ASSET ACCEPTANCE COMPANY 

    L.L.C.,
      as Depositor

     

     

    By:/s/Bruce
      M.
      Rose                                 


    Name:
      Bruce M. Rose

    Title:
      President

     

    WELLS
      FARGO BANK, N.A., 

    as
      Master
      Servicer and as Securities Administrator

     

     

    By:/s/Darron
      C.
      Woodus                          


    Name:
      Darron C. Woodus

    Title:
      Assistant Vice President 

     

    EMC
      MORTGAGE CORPORATION,

    as
      Interim Servicer

     

     

    By:/s/Debbie
      Pratt                                     


    Name:
      Debbie Pratt 

    Title:
      Senior Vice President 

     

    CARRINGTON
      MORTGAGE SERVICES, LLC,

    as
      Servicer

     

     

    By:/s/David
      S.Gordon                               


    Name:
      David S.Gordon 

    Title:
      President 

     

    HSBC
      BANK
      USA, National Association,

    as
      Trustee

     

     

    By:/s/Elena
      Zheng                                     


    Name:
      Elena Zheng 

    Title:
      Assistant Vice President 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF CONNECTICUT

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF FAIRFIELD 

            	
              )

            


    

     

    On
      the
      11th
      day of
      July, 2007, before me, a notary public in and for said State, personally
      appeared Bruce M. Rose, known to me to be President of Stanwich Asset Acceptance
      Company, L.L.C., one of the entities that executed the within instrument, and
      also known to me to be the person who executed it on behalf of said entity,
      and
      acknowledged to me that such entity executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

                       
      /s/ Katherine
      Miller                 


    Notary
      Public

    [Notarial
      Seal]

     

    Katherine
      Miller                 


    NOTARY
      PUBLIC

     

    My
      Commission Expires June
      30, 2010

     


    
      
        
        

      

      
        S-1

        
          

        

      

      
        
        

      

    

     

    
      	
              STATE
                OF MARYLAND

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF HOWARD

            	
              )

            


    

     

    On
      the
      12th
      day of
      July, 2007, before me, a notary public in and for said State, personally
      appeared Darron C. Woodus, known to me to be an Assistant Vice President of
      Wells Fargo Bank, N.A., one of the entities that executed the within instrument,
      and also known to me to be the person who executed it on behalf of said entity,
      and acknowledged to me that such entity executed the within
      instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

    
       

    

                         
      /s/ Kellie
      Greer                        

    Notary
      Public

    Notarial
      Seal

     

    Kellie
      Greer                        

    Commission
      #________________

    Notary
      Public-Anne Arundel County,

    Maryland

    My
      Commission Expires April
      27, 2011

     


    
      
        
        

      

      
        S-2

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF TEXAS

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF DENTON

            	
              )

            


    

     

    On
      the
      12th
      day of
      July, 2007, before me, a notary public in and for said State, personally
      appeared Debbie Pratt, known to me to be a Senior Vice President of EMC Mortgage
      Corporation, one of the entities that executed the within instrument, and also
      known to me to be the person who executed it on behalf of said entity, and
      acknowledged to me that such entity executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

                  
      /s/ Kay J.
      Ottinger                 

    Notary
      Public

    Notarial
      Seal

     

    Kay
      J.
      Ottinger                 

    Commission
      #________________

    Notary
      Public-State of Texas

    My
      Commission Expires September
      27, 2009

     


    
      
        
        

      

      
        S-3

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF INDIANA

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF MARION

            	
              )

            


    

     

    On
      the
      12th
      day of
      July, 2007, before me, a notary public in and for said State, personally
      appeared David S. Gordon, known to me to be a President of Carrington Mortgage
      Services, LLC, one of the entities that executed the within instrument, and
      also
      known to me to be the person who executed it on behalf of said entity, and
      acknowledged to me that such entity executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

                     
      /s/ Dalia
      Vasquez                


    Notary
      Public

    Notarial
      Seal

     

    Dalia
      Vasquez                


    Commission
      #553866

    Notary
      Public-Marion

    _________________

    My
      Commission Expires September
      18, 2014

     


    
      
        
        

      

      
        S-4

        
          

        

      

      
        
        

      

    


    


    
      	
              STATE
                OF NEW YORK

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            


    

     

    On
      the
      11th
      day of
      July, 2007, before me, a notary public in and for said State, personally
      appeared Elena Zheng, known to me to be a Assistant Vice President of HSBC
      Bank
      USA, National Association, one of the entities that executed the within
      instrument, and also known to me to be the person who executed it on behalf
      of
      said entity, and acknowledged to me that such entity executed the within
      instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

     

                       
      /s/ Audrie H.
      Zabriskie                


    Notary
      Public

    Notarial
      Seal

     

    Audrie
      H.
      Zabriskie                


    Commission
      #01ZA6158890

     

    Notary
      Public-State of New York, Qualified in New  

    York
      County

    My
      Commission Expires January
      16, 2011

     

    
      
        
        

      

      
        S-5

        
          

        

      

      
        
        

      

       

    

    

      EXHIBIT
        A-1

       

      FORM
        OF
        CLASS A-1 CERTIFICATE

       

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

       

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

      


      
        	
                Carrington
                  Mortgage Loan Trust,

                Series
                  2007-HE1

                 

                Pass-Through
                  Rate: Variable

                 

                Cut-off
                  Date: June 1, 2007

                 

                Date
                  of Pooling and Servicing Agreement: June 1, 2007

                 

                First
                  Distribution Date: July 25, 2007

                 

                No.
                  1

              	
                Aggregate
                  Certificate Principal Balance of the Class A-1 Certificates
                  as of the Closing Date: $[___________]

                 

                Denomination:
                  $[___________]

                 

                Interim
                  Servicer: EMC
                  Mortgage Corporation

                 

                Trustee:
                  HSBC Bank USA, National Association

                 

                Securities
                  Administrator: Wells Fargo Bank, N.A.

                 

                Closing
                  Date: July 12, 2007

                 

                CUSIP:
                  [___________]

              


      

      


      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
        PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
        AS
        THE DENOMINATION OF THIS CERTIFICATE.

       

      
        
          
          

        

        
          A-1-1

          
            

          

        

        
          
          

        

      

       

      ASSET-BACKED
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
        consisting primarily of a pool of one-
        to
        four-family, adjustable-rate and fixed-rate, interest-only, balloon and
        fully-amortizing, first lien and second lien closed-end, subprime mortgage
        loans
        (the
“Mortgage Loans”) formed and sold by

       

      STANWICH
        ASSET ACCEPTANCE COMPANY, L.L.C.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
        ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE INTERIM SERVICER, THE MASTER
        SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
        AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
        GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class A-1 Certificates as of the Closing
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        A-1 Certificates in REMIC II created pursuant to a Pooling and Servicing
        Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
        Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
        includes any successor entity under the Agreement), the Interim Servicer,
        Carrington Mortgage Services, LLC (the “Servicer”), Wells Fargo Bank, N.A. (the
“Master Servicer” and the “Securities Administrator”) and the Trustee, a summary
        of certain of the pertinent provisions of which is set forth hereafter. 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 the terms of the Agreement, distributions 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 (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the 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 the Holders of Class A-1
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Securities Administrator by wire transfer in
        immediately available funds to the account of the Person entitled thereto
        if
        such Person shall have so notified the Securities Administrator in writing
        at
        least five Business Days prior to the Record Date immediately prior to such
        Distribution Date or otherwise by check mailed by first class mail to the
        address of the Person entitled thereto, as such name and address shall appear
        on
        the Certificate Register. Notwithstanding the above, the final distribution
        on
        this Certificate will be made after due notice by the Securities Administrator
        of the pendency of such distribution and only upon presentation and surrender
        of
        this Certificate at the office or agency appointed by the Securities
        Administrator for that purpose as provided in the Agreement.

       

      
        
          
          

        

        
          A-1-2

          
            

          

        

        
          
          

        

      

       

      The
        Pass-Through Rate applicable to the calculation of interest payable with
        respect
        to this Certificate on any Distribution Date shall equal a rate per annum
        equal
        to the lesser of (i) the related Formula Rate for such Distribution Date
        and
        (ii) the related Net WAC Pass-Through Rate for such Distribution
        Date.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset Backed Pass-Through Certificates of the Series specified on the face
        hereof (herein called the “Certificates”) and representing a Percentage Interest
        in the Class of Certificates specified on the face hereof equal to the
        denomination specified on the face hereof divided by the aggregate Certificate
        Principal Balance of the Class of Certificates specified on the face
        hereof.

       

      The
        Certificates are limited in right of payment to certain collections and
        recoveries respecting the Mortgage Loans, all as more specifically set forth
        herein and in the Agreement. As provided in the Agreement, withdrawals from
        the
        Custodial Account and the Certificate Account may be made from time to time
        for
        purposes other than distributions to Certificateholders, such purposes including
        reimbursement of advances made, or certain expenses incurred, with respect
        to
        the Mortgage Loans.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee, and the rights of the Certificateholders under
        the
        Agreement at any time by the Depositor, the Interim Servicer, the Servicer,
        the
        Master Servicer, the Securities Administrator and the Trustee with the consent
        of the Holders of Certificates entitled to at least 66% of the Voting Rights.
        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 herefor 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 Securities Administrator upon surrender of this Certificate for registration
        of transfer at the offices or agencies appointed by the Securities Administrator
        as provided in the Agreement, duly endorsed by, or accompanied by an assignment
        in the form below or other written instrument of transfer in form satisfactory
        to the Securities Administrator 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 evidencing the
        same
        aggregate Percentage Interest will be issued to the designated transferee
        or
        transferees.

       

      
        
          
          

        

        
          A-1-3

          
            

          

        

        
          
          

        

      

       

      Until
        the
        swap agreement terminates in May 2011, this Certificate or any interest therein
        may not be purchased by or transferred to an
        “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
        Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
        ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
        of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
        any entity deemed to hold “plan assets” (within
        the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of any
        of the foregoing (a “Plan”), any
        Person acting, directly or indirectly, on behalf of any such Plan or any
        Person
        acquiring this Certificate with “plan assets” of a Plan,
        unless
        the beneficial owner of this Certificate or any interest therein represents
        that
        its acquisition and holding of this Certificate or any interest therein is
        eligible for exemptive relief under one or more of the following exemptions:
        Prohibited Transaction Class Exemption (“PTCE”)
        96-23
        (for transactions effected by “in-house asset managers”; PTCE 95-60 (for
        transactions by insurance company general accounts); PTCE 91-38, (for
        transactions by bank collective investment funds); PTCE 90-1 (for transactions
        by insurance company pooled separate accounts); PTCE 84-14
        (for transactions effected by “qualified professional asset managers”)
        (collectively, the “Investor Exemptions”); and Section 408(b)(17) of ERISA (for
        transactions between a Plan and a person or an entity that is a party in
        interest to such Plan (other than a party in interest that is a fiduciary,
        or
        its affiliate, that has or exercises discretionary authority or control or
        renders investment advice with respect to the assets of the Plan involved
        in the
        transaction) solely by reason of providing services to the Plan, but only
        if the
        Plan pays no more, or receives no less, than adequate consideration) (the
“Service Provider Exemption”).

      


      After
        the
        termination of the swap agreement in May 2011, each beneficial owner of this
        Certificate or any interest therein shall be deemed to have represented,
        by
        virtue of its acquisition or holding of this Certificate or any interest
        therein, that either (A) it is not a Plan, any Person acting, directly or
        indirectly, on behalf of any such Plan or any Person acquiring this Certificate
        with “plan assets” of a Plan, (B) it has acquired and is holding this
        Certificate in reliance on the Underwriters’ Exemption, and that it understands
        that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
        purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
        and this Certificate is so rated, that it is an accredited investor as defined
        in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
        and
        that it will obtain a representation from any transferee that such transferee
        is
        an accredited investor, or (C) it has acquired and is holding this Certificate
        in reliance on the Service Provider Exemption or one or more of the Investor
        Exemptions and it understands that there are certain conditions to the
        availability of the Service Provider Exemption and the Investor
        Exemptions.

       

      If
        this
        Certificate or any interest therein is acquired or held in violation of the
        provisions of Section 5.02(c) of the Agreement, the next preceding permitted
        beneficial owner will be treated as the beneficial owner of this Certificate
        retroactive to the date of transfer to the purported beneficial owner.
Any
        purported beneficial owner whose acquisition or holding of any this Certificate
        or any interest therein was effected in violation of the provisions of
        Section 5.02(c) of the Agreement shall indemnify and hold harmless the
        Depositor, the Interim Servicer, the Servicer, the Master Servicer, the
        Securities Administrator, the Trustee and the Trust Fund from and against
        any
        and all liabilities, claims, costs or expenses incurred by those parties
        as a
        result of that acquisition or holding.

       

      
        
          
          

        

        
          A-1-4

          
            

          

        

        
          
          

        

      

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations 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 of Certificates,
        but the Securities Administrator may require payment of a sum sufficient
        to
        cover any tax or other governmental charge that may be imposed in connection
        with any transfer or exchange of Certificates.

       

      The
        Depositor, the Interim Servicer, the Servicer, the Master Servicer, the
        Securities Administrator, the Trustee and any agent of the Depositor, the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator or the Trustee may treat the Person in whose name this Certificate
        is registered as the owner hereof for all purposes, and none of the Depositor,
        the Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee nor any such agent shall be affected by notice
        to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Securities Administrator and required to be paid to them pursuant to the
        Agreement following the earlier of (i) the final payment or other liquidation
        (or any advance with respect thereto) of the last Mortgage Loan and REO Property
        remaining in REMIC I and (ii) the purchase by the party designated in the
        Agreement at a price determined as provided in the Agreement from REMIC I
        of all
        the Mortgage Loans and all property acquired in respect of such Mortgage
        Loans.
        The Agreement permits, but does not require, the party designated in the
        Agreement to purchase from REMIC I all the Mortgage Loans and all property
        acquired in respect of any Mortgage Loan at a price determined as provided
        in
        the Agreement. The exercise of such right will effect early retirement of
        the
        Certificates; however, such right to purchase is subject to the aggregate
        Stated
        Principal Balance of the Mortgage Loans at the time of purchase being less
        than
        10% of the aggregate Stated Principal Balance of the Mortgage Loans as of
        the
        Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor and
        the
        Trustee and the Securities Administrator assume no responsibility for their
        correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Securities
        Administrator, by manual signature, this Certificate shall not be entitled
        to
        any benefit under the Agreement or be valid for any purpose.

       


      
        
          
          

        

        
          A-1-5

          
            

          

        

        
          
          

        

      


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

       

      Dated:
        July __, 2007

       

      


      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:
                  _____________________________________________ 
                  Authorized
                    Officer

                

              


      

       

       

      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

       

      


      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:
                  _____________________________________________ 
                  Authorized
                    Signatory

                

              


      

       

      
        
          
          

        

        
          A-1-6

          
            

          

        

        
          
          

        

      


      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations:

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT -

              	
                               Custodian               

              
	 	 	 	
                (Cust)     (Minor)

              
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	 	
                under
                  Uniform Gifts

              
	 	 	 	
                to
                  Minors Act

              
	
                JT
                  TEN -

              	
                as
                  joint tenants with right of 

              	 	
                 _________________

              
	 	
                survivorship
                  and not as

              	 	
                (State)

              
	 	
                tenants
                  in common

              	 	 


      

      


      Additional
        abbreviations may also be used though not in the above list.

       

      


      ASSIGNMENT

       

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        _____________________________

      _____________________________________________________________________________________________________________

      _____________________________________________________________________________________________________________(Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) a Percentage Interest equal to ____%
        evidenced by the within Asset Backed Pass-Through Certificates and hereby
        authorize(s) the registration of transfer of such interest to assignee on
        the
        Certificate Register of the Trust Fund.

       

      I
        (we)
        further direct the Securities Administrator to issue a new Certificate of
        a like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:
        _____________________________________________________________________________________________________________

      _____________________________________________________________________________________________________________.


      Dated:

       

      
        	 	______________________________
	 	
                Signature
                  by or on behalf of assignor

              
	 	 
	 	 
	 	______________________________
	 	
                Signature
                  Guaranteed

              


      


      
        
          
          

        

        
          A-1-7

          
            

          

        

        
          
          

        

      


      DISTRIBUTION
        INSTRUCTIONS

       

      The
        assignee should include the following for purposes of distribution:


       

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

      to
        ___________________________________________________________________________________________________________,

      
        for
          the
          account of
          _______________________________________________________________________________________________,

        account
          number___________, or, if mailed by check, to
          __________________________________________________________________,

        Applicable
          statements should be mailed to
          ____________________________________________________________________________

        _____________________________________________________________________________________________________________.

        This
          information is provided by
          _____________________________________________________________________________________,

        the
          assignee named above, or
          ______________________________________________________________________________________,

        as
          its
          agent.  

      

      


      


      


       

      


       


      
        
          
          

        

        
          A-1-8

          
            

          

        

        
          
          

        

      


      EXHIBIT
        A-2

       

      FORM
        OF
        CLASS A-2 CERTIFICATE

       

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

       

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

       

      
        	
                Carrington
                  Mortgage Loan Trust,

                Series
                  2007-HE1

                 

                Pass-Through
                  Rate: Variable

                 

                Cut-off
                  Date: June 1, 2007

                 

                Date
                  of Pooling and Servicing Agreement: June 1, 2007

                 

                First
                  Distribution Date: July 25, 2007 

                 

                No.
                  1

              	
                Aggregate
                  Certificate Principal Balance of the Class A-2 Certificates as
                  of the
                  Closing Date: $[___________]

                 

                Denomination:
                  $[___________]

                 

                Interim
                  Servicer: EMC Mortgage Corporation

                 

                Trustee:
                  HSBC Bank USA, National Association

                 

                Securities
                  Administrator: Wells Fargo Bank, N.A.

                 

                Closing
                  Date: July 12, 2007

                 

                CUSIP:
                  [___________]

              


      

      


      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
        PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
        AS
        THE DENOMINATION OF THIS CERTIFICATE.

       

      
        
          
          

        

        
          A-2-1

          
            

          

        

        
          
          

        

      

       

      ASSET-BACKED
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
        consisting primarily of a pool of one- to four-family, adjustable-rate and
        fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
        lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      STANWICH
        ASSET ACCEPTANCE COMPANY, L.L.C.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
        ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE INTERIM SERVICER, THE MASTER
        SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
        AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
        GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class A-2 Certificates as of the Closing
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        A-2 Certificates in REMIC II created pursuant to a Pooling and Servicing
        Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
        Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
        includes any successor entity under the Agreement), the Interim Servicer,
        Carrington Mortgage Services, LLC (the “Servicer”), Wells Fargo Bank, N.A. (the
“Master Servicer” and the “Securities Administrator”) and the Trustee, a summary
        of certain of the pertinent provisions of which is set forth hereafter. 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 the terms of the Agreement, distributions 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 (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the 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 the Holders of Class A-2
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Securities Administrator by wire transfer in
        immediately available funds to the account of the Person entitled thereto
        if
        such Person shall have so notified the Securities Administrator in writing
        at
        least five Business Days prior to the Record Date immediately prior to such
        Distribution Date or otherwise by check mailed by first class mail to the
        address of the Person entitled thereto, as such name and address shall appear
        on
        the Certificate Register. Notwithstanding the above, the final distribution
        on
        this Certificate will be made after due notice by the Securities Administrator
        of the pendency of such distribution and only upon presentation and surrender
        of
        this Certificate at the office or agency appointed by the Securities
        Administrator for that purpose as provided in the Agreement.

      
         

        
          
            
            

          

          
            A-2-2

            
              

            

          

          
            
            

          

        

         

      

      The
        Pass-Through Rate applicable to the calculation of interest payable with
        respect
        to this Certificate on any Distribution Date shall equal a rate per annum
        equal
        to the lesser of (i) the related Formula Rate for such Distribution Date
        and
        (ii) the related Net WAC Pass-Through Rate for such Distribution
        Date.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset Backed Pass-Through Certificates of the Series specified on the face
        hereof (herein called the “Certificates”) and representing a Percentage Interest
        in the Class of Certificates specified on the face hereof equal to the
        denomination specified on the face hereof divided by the aggregate Certificate
        Principal Balance of the Class of Certificates specified on the face
        hereof.

       

      The
        Certificates are limited in right of payment to certain collections and
        recoveries respecting the Mortgage Loans, all as more specifically set forth
        herein and in the Agreement. As provided in the Agreement, withdrawals from
        the
        Custodial Account and the Certificate Account may be made from time to time
        for
        purposes other than distributions to Certificateholders, such purposes including
        reimbursement of advances made, or certain expenses incurred, with respect
        to
        the Mortgage Loans.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee, and the rights of the Certificateholders under
        the
        Agreement at any time by the Depositor, the Interim Servicer, the Servicer,
        the
        Master Servicer, the Securities Administrator and the Trustee with the consent
        of the Holders of Certificates entitled to at least 66% of the Voting Rights.
        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 herefor 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 Securities Administrator upon surrender of this Certificate for registration
        of transfer at the offices or agencies appointed by the Securities Administrator
        as provided in the Agreement, duly endorsed by, or accompanied by an assignment
        in the form below or other written instrument of transfer in form satisfactory
        to the Securities Administrator 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 evidencing the
        same
        aggregate Percentage Interest will be issued to the designated transferee
        or
        transferees.

      
         

        
          
            
            

          

          
            A-2-3

            
              

            

          

          
            
            

          

        

         

      

      Until
        the
        swap agreement terminates in May 2011, this Certificate or any interest therein
        may not be purchased by or transferred to an
        “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
        Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
        ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
        of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
        any entity deemed to hold “plan assets” (within
        the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of any
        of the foregoing (a “Plan”), any
        Person acting, directly or indirectly, on behalf of any such Plan or any
        Person
        acquiring this Certificate with “plan assets” of a Plan,
        unless
        the beneficial owner of this Certificate or any interest therein represents
        that
        its acquisition and holding of this Certificate or any interest therein is
        eligible for exemptive relief under one or more of the following exemptions:
        Prohibited Transaction Class Exemption (“PTCE”)
        96-23
        (for transactions effected by “in-house asset managers”; PTCE 95-60 (for
        transactions by insurance company general accounts); PTCE 91-38, (for
        transactions by bank collective investment funds); PTCE 90-1 (for transactions
        by insurance company pooled separate accounts); PTCE 84-14
        (for transactions effected by “qualified professional asset managers”)
        (collectively, the “Investor Exemptions”); and Section 408(b)(17) of ERISA (for
        transactions between a Plan and a person or an entity that is a party in
        interest to such Plan (other than a party in interest that is a fiduciary,
        or
        its affiliate, that has or exercises discretionary authority or control or
        renders investment advice with respect to the assets of the Plan involved
        in the
        transaction) solely by reason of providing services to the Plan, but only
        if the
        Plan pays no more, or receives no less, than adequate consideration) (the
“Service Provider Exemption”).

      


      After
        the
        termination of the swap agreement in May 2011, each beneficial owner of this
        Certificate or any interest therein shall be deemed to have represented,
        by
        virtue of its acquisition or holding of this Certificate or any interest
        therein, that either (A) it is not a Plan, any Person acting, directly or
        indirectly, on behalf of any such Plan or any Person acquiring this Certificate
        with “plan assets” of a Plan, (B) it has acquired and is holding this
        Certificate in reliance on the Underwriters’ Exemption, and that it understands
        that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
        purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
        and this Certificate is so rated, that it is an accredited investor as defined
        in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
        and
        that it will obtain a representation from any transferee that such transferee
        is
        an accredited investor, or (C) it has acquired and is holding this Certificate
        in reliance on the Service Provider Exemption or one or more of the Investor
        Exemptions and it understands that there are certain conditions to the
        availability of the Service Provider Exemption and the Investor
        Exemptions

       

      If
        this
        Certificate or any interest therein is acquired or held in violation of the
        provisions of Section 5.02(c) of the Agreement, the next preceding permitted
        beneficial owner will be treated as the beneficial owner of this Certificate
        retroactive to the date of transfer to the purported beneficial owner. Any
        purported beneficial owner whose acquisition or holding of any this Certificate
        or any interest therein was effected in violation of the provisions of
        Section 5.02(c) of the Agreement shall indemnify and hold harmless the
        Depositor, the Interim Servicer, the Servicer, the Master Servicer, the
        Securities Administrator, the Trustee and the Trust Fund from and against
        any
        and all liabilities, claims, costs or expenses incurred by those parties
        as a
        result of that acquisition or holding.

      
         

        
          
            
            

          

          
            A-2-4

            
              

            

          

          
            
            

          

        

         

      

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations 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 of Certificates,
        but the Securities Administrator may require payment of a sum sufficient
        to
        cover any tax or other governmental charge that may be imposed in connection
        with any transfer or exchange of Certificates.

       

      The
        Depositor, the Interim Servicer, the Servicer, the Master Servicer, the
        Securities Administrator, the Trustee and any agent of the Depositor, the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator or the Trustee may treat the Person in whose name this Certificate
        is registered as the owner hereof for all purposes, and none of the Depositor,
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee nor any such agent shall be affected by notice
        to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Securities Administrator and required to be paid to them pursuant to the
        Agreement following the earlier of (i) the final payment or other liquidation
        (or any advance with respect thereto) of the last Mortgage Loan and REO Property
        remaining in REMIC I and (ii) the purchase by the party designated in the
        Agreement at a price determined as provided in the Agreement from REMIC I
        of all
        the Mortgage Loans and all property acquired in respect of such Mortgage
        Loans.
        The Agreement permits, but does not require, the party designated in the
        Agreement to purchase from REMIC I all the Mortgage Loans and all property
        acquired in respect of any Mortgage Loan at a price determined as provided
        in
        the Agreement. The exercise of such right will effect early retirement of
        the
        Certificates; however, such right to purchase is subject to the aggregate
        Stated
        Principal Balance of the Mortgage Loans at the time of purchase being less
        than
        10% of the aggregate Stated Principal Balance of the Mortgage Loans as of
        the
        Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor and
        the
        Trustee and the Securities Administrator assume no responsibility for their
        correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Securities
        Administrator, by manual signature, this Certificate shall not be entitled
        to
        any benefit under the Agreement or be valid for any purpose.

       


      
        
          
          

        

        
          A-2-5

          
            

          

        

        
          
          

        

      


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

       

      Dated:
        July [__], 2007

      
         

        


        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A., as Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:
                    _____________________________________________ 
                    Authorized
                      Officer

                  

                


        

         

      

      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      
         

        


        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A., as Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:
                    _____________________________________________ 
                    Authorized
                      Signatory

                  

                


        

         

      

      


       

      



      
        
          
          

        

        
          A-2-6

          
            

          

        

        
          
          

        

      


      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations: 

      
         

        
          	
                  TEN
                    COM -

                	
                  as
                    tenants in common

                	
                  UNIF
                    GIFT MIN ACT -

                	
                                 Custodian               

                
	 	 	 	
                  (Cust)     (Minor)

                
	
                  TEN
                    ENT -

                	
                  as
                    tenants by the entireties

                	 	
                  under
                    Uniform Gifts

                
	 	 	 	
                  to
                    Minors Act

                
	
                  JT
                    TEN -

                	
                  as
                    joint tenants with right of 

                	 	
                   _________________

                
	 	
                  survivorship
                    and not as

                	 	
                  (State)

                
	 	
                  tenants
                    in common

                	 	 


        

         

      

      Additional
        abbreviations may also be used though not in the above list.

       

      


      ASSIGNMENT

      
         

        FOR
          VALUE
          RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
          _____________________________

        _____________________________________________________________________________________________________________

        _____________________________________________________________________________________________________________(Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee) a Percentage Interest equal to ____%
          evidenced by the within Asset Backed Pass-Through Certificates and hereby
          authorize(s) the registration of transfer of such interest to assignee
          on the
          Certificate Register of the Trust Fund.

         

        I
          (we)
          further direct the Securities Administrator to issue a new Certificate
          of a like
          Percentage Interest and Class to the above named assignee and deliver such
          Certificate to the following address:
          _____________________________________________________________________________________________________________

        _____________________________________________________________________________________________________________.


        Dated:

         

        
          	 	______________________________
	 	
                  Signature
                    by or on behalf of assignor

                
	 	 
	 	 
	 	______________________________
	 	
                  Signature
                    Guaranteed

                


        


        
          
            
            

          

          
            A-2-7

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:


         

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


        to
          ___________________________________________________________________________________________________________,

        
          for
            the
            account of
            _______________________________________________________________________________________________,

          account
            number___________, or, if mailed by check, to
            __________________________________________________________________,

          Applicable
            statements should be mailed to
            ____________________________________________________________________________

          _____________________________________________________________________________________________________________.

          This
            information is provided by
            _____________________________________________________________________________________,

          the
            assignee named above, or
            ______________________________________________________________________________________,

          as
            its
            agent.

           

        

      

      


       

      


       


      
        
          
          

        

        
          A-2-8

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-3

       

      FORM
        OF
        CLASS A-3 CERTIFICATE

       

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

       

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

       

      
        	
                Carrington
                  Mortgage Loan Trust,

                Series
                  2007-HE1

                 

                Pass-Through
                  Rate: Variable

                 

                Cut-off
                  Date: June 1, 2007

                 

                Date
                  of Pooling and Servicing Agreement: June 1, 2007

                 

                First
                  Distribution Date: July 25, 2007 

                 

                No.
                  1

              	
                Aggregate
                  Certificate Principal Balance of the Class A-3 Certificates as
                  of the
                  Closing Date: $[___________]

                 

                Denomination:
                  $[___________]

                 

                Interim
                  Servicer: EMC Mortgage Corporation

                 

                Trustee:
                  HSBC Bank USA, National Association

                 

                Securities
                  Administrator: Wells Fargo Bank, N.A.

                 

                Closing
                  Date: July 12, 2007

                 

                CUSIP:
                  [___________]

              


      

      


      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
        PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
        AS
        THE DENOMINATION OF THIS CERTIFICATE.

      
        
           

          
            
              
              

            

            
              A-3-1

              
                

              

            

            
              
              

            

          

           

        

      

      ASSET-BACKED
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
        consisting primarily of a pool of one- to four-family, adjustable-rate and
        fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
        lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      STANWICH
        ASSET ACCEPTANCE COMPANY, L.L.C.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
        ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE INTERIM SERVICER, THE MASTER
        SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
        AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
        GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class A-3 Certificates as of the Closing
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        A-3 Certificates in REMIC II created pursuant to a Pooling and Servicing
        Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
        Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
        includes any successor entity under the Agreement), the Interim Servicer,
        Carrington Mortgage Services, LLC (the “Servicer”), Wells Fargo Bank, N.A. (the
“Master Servicer” and the “Securities Administrator”) and the Trustee, a summary
        of certain of the pertinent provisions of which is set forth hereafter. 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 the terms of the Agreement, distributions 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 (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the 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 the Holders of Class A-3
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Securities Administrator by wire transfer in
        immediately available funds to the account of the Person entitled thereto
        if
        such Person shall have so notified the Securities Administrator in writing
        at
        least five Business Days prior to the Record Date immediately prior to such
        Distribution Date or otherwise by check mailed by first class mail to the
        address of the Person entitled thereto, as such name and address shall appear
        on
        the Certificate Register. Notwithstanding the above, the final distribution
        on
        this Certificate will be made after due notice by the Securities Administrator
        of the pendency of such distribution and only upon presentation and surrender
        of
        this Certificate at the office or agency appointed by the Securities
        Administrator for that purpose as provided in the Agreement.

      
        
           

          
            
              
              

            

            
              A-3-2

              
                

              

            

            
              
              

            

          

           

        

      

      The
        Pass-Through Rate applicable to the calculation of interest payable with
        respect
        to this Certificate on any Distribution Date shall equal a rate per annum
        equal
        to the lesser of (i) the related Formula Rate for such Distribution Date
        and
        (ii) the related Net WAC Pass-Through Rate for such Distribution
        Date.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset Backed Pass-Through Certificates of the Series specified on the face
        hereof (herein called the “Certificates”) and representing a Percentage Interest
        in the Class of Certificates specified on the face hereof equal to the
        denomination specified on the face hereof divided by the aggregate Certificate
        Principal Balance of the Class of Certificates specified on the face
        hereof.

       

      The
        Certificates are limited in right of payment to certain collections and
        recoveries respecting the Mortgage Loans, all as more specifically set forth
        herein and in the Agreement. As provided in the Agreement, withdrawals from
        the
        Custodial Account and the Certificate Account may be made from time to time
        for
        purposes other than distributions to Certificateholders, such purposes including
        reimbursement of advances made, or certain expenses incurred, with respect
        to
        the Mortgage Loans.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee, and the rights of the Certificateholders under
        the
        Agreement at any time by the Depositor, the Interim Servicer, the Servicer,
        the
        Master Servicer, the Securities Administrator and the Trustee with the consent
        of the Holders of Certificates entitled to at least 66% of the Voting Rights.
        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 herefor 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 Securities Administrator upon surrender of this Certificate for registration
        of transfer at the offices or agencies appointed by the Securities Administrator
        as provided in the Agreement, duly endorsed by, or accompanied by an assignment
        in the form below or other written instrument of transfer in form satisfactory
        to the Securities Administrator 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 evidencing the
        same
        aggregate Percentage Interest will be issued to the designated transferee
        or
        transferees.

      
        
           

          
            
              
              

            

            
              A-3-3

              
                

              

            

            
              
              

            

          

           

        

      

      Until
        the
        swap agreement terminates in May 2011, this Certificate or any interest therein
        may not be purchased by or transferred to an
        “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
        Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
        ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
        of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
        any entity deemed to hold “plan assets” (within
        the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of any
        of the foregoing (a “Plan”), any
        Person acting, directly or indirectly, on behalf of any such Plan or any
        Person
        acquiring this Certificate with “plan assets” of a Plan.
        Each
        beneficial owner of this Certificate or any interest therein shall be deemed
        to
        have represented, by virtue of its acquisition or holding of this Certificate
        or
        any interest therein, that it is not a Plan, any Person acting, directly
        or
        indirectly, on behalf of any such Plan or any Person acquiring this Certificate
        with “plan assets” of a Plan.

      


      After
        the
        termination of the swap agreement in May 2011, each beneficial owner of this
        Certificate or any interest therein shall be deemed to have represented,
        by
        virtue of its acquisition or holding of this Certificate or any interest
        therein, that either (A) it is not a Plan, any Person acting, directly or
        indirectly, on behalf of any such Plan or any Person acquiring this Certificate
        with “plan assets” of a Plan, (B) it has acquired and is holding this
        Certificate in reliance on the Underwriters’ Exemption, and that it understands
        that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
        purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
        and this Certificate is so rated, that it is an accredited investor as defined
        in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
        and
        that it will obtain a representation from any transferee that such transferee
        is
        an accredited investor, or (C) (1) it is an insurance company, (2) the source
        of
        funds used to acquire or hold this Certificate or any interest therein is
        an
“insurance company general account,” as such term is defined in Prohibited
        Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections
        I and III of PTCE 95-60 have been satisfied.

       

      If
        this
        Certificate or any interest therein is acquired or held in violation of the
        provisions of Section 5.02(c) of the Agreement, the next preceding permitted
        beneficial owner will be treated as the beneficial owner of this Certificate
        retroactive to the date of transfer to the purported beneficial owner. Any
        purported beneficial owner whose acquisition or holding of any this Certificate
        or any interest therein was effected in violation of the provisions of Section
        5.02(c) of the Agreement shall indemnify and hold harmless the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the Trust Fund from and against any and all
        liabilities, claims, costs or expenses incurred by those parties as a result
        of
        that acquisition or holding.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations 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 of Certificates,
        but the Securities Administrator may require payment of a sum sufficient
        to
        cover any tax or other governmental charge that may be imposed in connection
        with any transfer or exchange of Certificates.

      
        
           

          
            
              
              

            

            
              A-3-4

              
                

              

            

            
              
              

            

          

           

        

      

      The
        Depositor, the Interim Servicer, the Servicer, the Master Servicer, the
        Securities Administrator, the Trustee and any agent of the Depositor, the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator or the Trustee may treat the Person in whose name this Certificate
        is registered as the owner hereof for all purposes, and none of the Depositor,
        the Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee nor any such agent shall be affected by notice
        to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Securities Administrator and required to be paid to them pursuant to the
        Agreement following the earlier of (i) the final payment or other liquidation
        (or any advance with respect thereto) of the last Mortgage Loan and REO Property
        remaining in REMIC I and (ii) the purchase by the party designated in the
        Agreement at a price determined as provided in the Agreement from REMIC I
        of all
        the Mortgage Loans and all property acquired in respect of such Mortgage
        Loans.
        The Agreement permits, but does not require, the party designated in the
        Agreement to purchase from REMIC I all the Mortgage Loans and all property
        acquired in respect of any Mortgage Loan at a price determined as provided
        in
        the Agreement. The exercise of such right will effect early retirement of
        the
        Certificates; however, such right to purchase is subject to the aggregate
        Stated
        Principal Balance of the Mortgage Loans at the time of purchase being less
        than
        10% of the aggregate Stated Principal Balance of the Mortgage Loans as of
        the
        Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor and
        the
        Trustee and the Securities Administrator assume no responsibility for their
        correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Securities
        Administrator, by manual signature, this Certificate shall not be entitled
        to
        any benefit under the Agreement or be valid for any purpose.

       


      
        
          
          

        

        
          A-3-5

          
            

          

        

        
          
          

        

      


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

       

      Dated:
        July [__], 2007

      
         

        


        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A., as Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:
                    _____________________________________________ 
                    Authorized
                      Officer

                  

                


        

         

      

      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      
         

        


        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A., as Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:
                    _____________________________________________ 
                    Authorized
                      Signatory

                  

                


        

         

      

      


       

      



      
        
          
          

        

        
          A-3-6

          
            

          

        

        
          
          

        

      


      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations: 

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT -

              	
                               Custodian               

              
	 	 	 	
                (Cust)     (Minor)

              
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	 	
                under
                  Uniform Gifts

              
	 	 	 	
                to
                  Minors Act

              
	
                JT
                  TEN -

              	
                as
                  joint tenants with right of 

              	 	
                 _________________

              
	 	
                survivorship
                  and not as

              	 	
                (State)

              
	 	
                tenants
                  in common

              	 	 


      

       

      Additional
        abbreviations may also be used though not in the above list.

       

      


      ASSIGNMENT

      
        
           

          FOR
            VALUE
            RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
            _____________________________

          _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________(Please
            print or typewrite name, address including postal zip code, and Taxpayer
            Identification Number of assignee) a Percentage Interest equal to ____%
            evidenced by the within Asset Backed Pass-Through Certificates and hereby
            authorize(s) the registration of transfer of such interest to assignee
            on the
            Certificate Register of the Trust Fund.

           

          I
            (we)
            further direct the Securities Administrator to issue a new Certificate
            of a like
            Percentage Interest and Class to the above named assignee and deliver
            such
            Certificate to the following address:
            _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________.


          Dated:

           

          
            	 	______________________________
	 	
                    Signature
                      by or on behalf of assignor

                  
	 	 
	 	 
	 	______________________________
	 	
                    Signature
                      Guaranteed

                  


          


          
            
              
              

            

            
              A-3-7

              
                

              

            

            
              
              

            

          


          DISTRIBUTION
            INSTRUCTIONS

           

          The
            assignee should include the following for purposes of distribution:


           

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


          to
            ___________________________________________________________________________________________________________,

          
            for
              the
              account of
              _______________________________________________________________________________________________,

            account
              number___________, or, if mailed by check, to
              __________________________________________________________________,

            Applicable
              statements should be mailed to
              ____________________________________________________________________________

            _____________________________________________________________________________________________________________.

            This
              information is provided by
              _____________________________________________________________________________________,

            the
              assignee named above, or
              ______________________________________________________________________________________,

            as
              its
              agent.

             

          

        

      

      


      


       

       


      
        
          
          

        

        
          A-3-8

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-4

       

      FORM
        OF
        CLASS A-4 CERTIFICATE

       

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

       

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

      


      
        	
                Carrington
                  Mortgage Loan Trust,

                Series
                  2007-HE1

                 

                Pass-Through
                  Rate: Variable

                 

                Cut-off
                  Date: June 1, 2007

                 

                Date
                  of Pooling and Servicing Agreement: June 1, 2007

                 

                First
                  Distribution Date: July 25, 2007 

                 

                No.
                  1

              	
                Aggregate
                  Certificate Principal Balance of the Class A-4 Certificates as
                  of the
                  Closing Date: $[___________]

                 

                Denomination:
                  $[___________]

                 

                Interim
                  Servicer: EMC Mortgage Corporation

                 

                Trustee:
                  HSBC Bank USA, National Association

                 

                Securities
                  Administrator: Wells Fargo Bank, N.A.

                 

                Closing
                  Date: July 12, 2007

                 

                CUSIP:
                  [___________]

              


      

      


      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
        PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
        AS
        THE DENOMINATION OF THIS CERTIFICATE.

      
        
           

          
            
              
              

            

            
              A-4-1

              
                

              

            

            
              
              

            

          

           

        

      

      ASSET-BACKED
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
        consisting primarily of a pool of one- to four-family, adjustable-rate and
        fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
        lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      STANWICH
        ASSET ACCEPTANCE COMPANY, L.L.C.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
        ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE INTERIM SERVICER, THE MASTER
        SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
        AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
        GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class A-4 Certificates as of the Closing
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        A-4 Certificates in REMIC II created pursuant to a Pooling and Servicing
        Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
        Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
        includes any successor entity under the Agreement), the Interim Servicer,
        Carrington Mortgage Services, LLC (the “Servicer”), Wells Fargo Bank, N.A. (the
“Master Servicer” and the “Securities Administrator”) and the Trustee, a summary
        of certain of the pertinent provisions of which is set forth hereafter. 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 the terms of the Agreement, distributions 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 (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the 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 the Holders of Class A-4
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Securities Administrator by wire transfer in
        immediately available funds to the account of the Person entitled thereto
        if
        such Person shall have so notified the Securities Administrator in writing
        at
        least five Business Days prior to the Record Date immediately prior to such
        Distribution Date or otherwise by check mailed by first class mail to the
        address of the Person entitled thereto, as such name and address shall appear
        on
        the Certificate Register. Notwithstanding the above, the final distribution
        on
        this Certificate will be made after due notice by the Securities Administrator
        of the pendency of such distribution and only upon presentation and surrender
        of
        this Certificate at the office or agency appointed by the Securities
        Administrator for that purpose as provided in the Agreement.

      
        
           

          
            
              
              

            

            
              A-4-2

              
                

              

            

            
              
              

            

          

           

        

      

      The
        Pass-Through Rate applicable to the calculation of interest payable with
        respect
        to this Certificate on any Distribution Date shall equal a rate per annum
        equal
        to the lesser of (i) the related Formula Rate for such Distribution Date
        and
        (ii) the related Net WAC Pass-Through Rate for such Distribution
        Date.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset Backed Pass-Through Certificates of the Series specified on the face
        hereof (herein called the “Certificates”) and representing a Percentage Interest
        in the Class of Certificates specified on the face hereof equal to the
        denomination specified on the face hereof divided by the aggregate Certificate
        Principal Balance of the Class of Certificates specified on the face
        hereof.

       

      The
        Certificates are limited in right of payment to certain collections and
        recoveries respecting the Mortgage Loans, all as more specifically set forth
        herein and in the Agreement. As provided in the Agreement, withdrawals from
        the
        Custodial Account and the Certificate Account may be made from time to time
        for
        purposes other than distributions to Certificateholders, such purposes including
        reimbursement of advances made, or certain expenses incurred, with respect
        to
        the Mortgage Loans.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee, and the rights of the Certificateholders under
        the
        Agreement at any time by the Depositor, the Interim Servicer, the Servicer,
        the
        Master Servicer, the Securities Administrator and the Trustee with the consent
        of the Holders of Certificates entitled to at least 66% of the Voting Rights.
        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 herefor 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 Securities Administrator upon surrender of this Certificate for registration
        of transfer at the offices or agencies appointed by the Securities Administrator
        as provided in the Agreement, duly endorsed by, or accompanied by an assignment
        in the form below or other written instrument of transfer in form satisfactory
        to the Securities Administrator 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 evidencing the
        same
        aggregate Percentage Interest will be issued to the designated transferee
        or
        transferees.

      
         

        
          
            
            

          

          
            A-4-3

            
              

            

          

          
            
            

          

        

         

      

       

      Until
        the
        swap agreement terminates in May 2011, this Certificate or any interest therein
        may not be purchased by or transferred to an
        “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
        Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
        ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
        of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
        any entity deemed to hold “plan assets” (within
        the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of any
        of the foregoing (a “Plan”), any
        Person acting, directly or indirectly, on behalf of any such Plan or any
        Person
        acquiring this Certificate with “plan assets” of a Plan.
        Each
        beneficial owner of this Certificate or any interest therein shall be deemed
        to
        have represented, by virtue of its acquisition or holding of this Certificate
        or
        any interest therein, that it is not a Plan, any Person acting, directly
        or
        indirectly, on behalf of any such Plan or any Person acquiring this Certificate
        with “plan assets” of a Plan.

      


      After
        the
        termination of the swap agreement in May 2011, each beneficial owner of this
        Certificate or any interest therein shall be deemed to have represented,
        by
        virtue of its acquisition or holding of this Certificate or any interest
        therein, that either (A) it is not a Plan, any Person acting, directly or
        indirectly, on behalf of any such Plan or any Person acquiring this Certificate
        with “plan assets” of a Plan, (B) it has acquired and is holding this
        Certificate in reliance on the Underwriters’ Exemption, and that it understands
        that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
        purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
        and this Certificate is so rated, that it is an accredited investor as defined
        in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
        and
        that it will obtain a representation from any transferee that such transferee
        is
        an accredited investor, or (C) (1) it is an insurance company, (2) the source
        of
        funds used to acquire or hold this Certificate or any interest therein is
        an
“insurance company general account,” as such term is defined in Prohibited
        Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections
        I and III of PTCE 95-60 have been satisfied.

       

      If
        this
        Certificate or any interest therein is acquired or held in violation of the
        provisions of Section 5.02(c) of the Agreement, the next preceding permitted
        beneficial owner will be treated as the beneficial owner of this Certificate
        retroactive to the date of transfer to the purported beneficial owner. Any
        purported beneficial owner whose acquisition or holding of any this Certificate
        or any interest therein was effected in violation of the provisions of Section
        5.02(c) of the Agreement shall indemnify and hold harmless the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the Trust Fund from and against any and all
        liabilities, claims, costs or expenses incurred by those parties as a result
        of
        that acquisition or holding.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations 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 of Certificates,
        but the Securities Administrator may require payment of a sum sufficient
        to
        cover any tax or other governmental charge that may be imposed in connection
        with any transfer or exchange of Certificates.

      
        
           

          
            
              
              

            

            
              A-4-4

              
                

              

            

            
              
              

            

          

           

        

      

      The
        Depositor, the Interim Servicer, the Servicer, the Master Servicer, the
        Securities Administrator, the Trustee and any agent of the Depositor, the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator or the Trustee may treat the Person in whose name this Certificate
        is registered as the owner hereof for all purposes, and none of the Depositor,
        the Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee nor any such agent shall be affected by notice
        to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Securities Administrator and required to be paid to them pursuant to the
        Agreement following the earlier of (i) the final payment or other liquidation
        (or any advance with respect thereto) of the last Mortgage Loan and REO Property
        remaining in REMIC I and (ii) the purchase by the party designated in the
        Agreement at a price determined as provided in the Agreement from REMIC I
        of all
        the Mortgage Loans and all property acquired in respect of such Mortgage
        Loans.
        The Agreement permits, but does not require, the party designated in the
        Agreement to purchase from REMIC I all the Mortgage Loans and all property
        acquired in respect of any Mortgage Loan at a price determined as provided
        in
        the Agreement. The exercise of such right will effect early retirement of
        the
        Certificates; however, such right to purchase is subject to the aggregate
        Stated
        Principal Balance of the Mortgage Loans at the time of purchase being less
        than
        10% of the aggregate Stated Principal Balance of the Mortgage Loans as of
        the
        Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor and
        the
        Trustee and the Securities Administrator assume no responsibility for their
        correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Securities
        Administrator, by manual signature, this Certificate shall not be entitled
        to
        any benefit under the Agreement or be valid for any purpose.

       


      
        
          
          

        

        
          A-4-5

          
            

          

        

        
          
          

        

      


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

       

      Dated:
        July [__], 2007

      
         

        


        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A., as Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:
                    _____________________________________________ 
                    Authorized
                      Officer

                  

                


        

         

      

      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

       

      


      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:
                  _____________________________________________ 
                  Authorized
                    Signatory

                

              


      

       

       

      


       

      



      
        
          
          

        

        
          A-4-6

          
            

          

        

        
          
          

        

      


      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations: 

      
         

        
          	
                  TEN
                    COM -

                	
                  as
                    tenants in common

                	
                  UNIF
                    GIFT MIN ACT -

                	
                                 Custodian               

                
	 	 	 	
                  (Cust)     (Minor)

                
	
                  TEN
                    ENT -

                	
                  as
                    tenants by the entireties

                	 	
                  under
                    Uniform Gifts

                
	 	 	 	
                  to
                    Minors Act

                
	
                  JT
                    TEN -

                	
                  as
                    joint tenants with right of 

                	 	
                   _________________

                
	 	
                  survivorship
                    and not as

                	 	
                  (State)

                
	 	
                  tenants
                    in common

                	 	 


        

         

      

      Additional
        abbreviations may also be used though not in the above list.

       

      


      ASSIGNMENT

      
        
           

          FOR
            VALUE
            RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
            _____________________________

          _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________(Please
            print or typewrite name, address including postal zip code, and Taxpayer
            Identification Number of assignee) a Percentage Interest equal to ____%
            evidenced by the within Asset Backed Pass-Through Certificates and hereby
            authorize(s) the registration of transfer of such interest to assignee
            on the
            Certificate Register of the Trust Fund.

           

          I
            (we)
            further direct the Securities Administrator to issue a new Certificate
            of a like
            Percentage Interest and Class to the above named assignee and deliver
            such
            Certificate to the following address:
            _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________.


          Dated:

           

          
            	 	______________________________
	 	
                    Signature
                      by or on behalf of assignor

                  
	 	 
	 	 
	 	______________________________
	 	
                    Signature
                      Guaranteed

                  


          


          
            
              
              

            

            
              A-4-7

              
                

              

            

            
              
              

            

          


          DISTRIBUTION
            INSTRUCTIONS

           

          The
            assignee should include the following for purposes of distribution:


           

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


          to
            ___________________________________________________________________________________________________________,

          
            for
              the
              account of
              _______________________________________________________________________________________________,

            account
              number___________, or, if mailed by check, to
              __________________________________________________________________,

            Applicable
              statements should be mailed to
              ____________________________________________________________________________

            _____________________________________________________________________________________________________________.

            This
              information is provided by
              _____________________________________________________________________________________,

            the
              assignee named above, or
              ______________________________________________________________________________________,

            as
              its
              agent.

             

          

        

      

      


      


      



      
        
          
          

        

        
          A-4-8

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-5

       

      [RESERVED]

       

      


      



      
        
          
          

        

        
          A-5-1

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-6

       

      FORM
        OF
        CLASS M-1 CERTIFICATE

       

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

       

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

       

      THIS
        CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES TO THE EXTENT DESCRIBED
        IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

       

      
        	
                Carrington
                  Mortgage Loan Trust,

                Series
                  2007-HE1

                 

                Pass-Through
                  Rate: Variable

                 

                Cut-off
                  Date: June 1, 2007

                 

                Date
                  of Pooling and Servicing Agreement: June 1, 2007

                 

                First
                  Distribution Date: July 25, 2007 

                 

                No.
                  1

              	
                Aggregate
                  Certificate Principal Balance of the Class M-1 Certificates as
                  of the
                  Closing Date: $[___________]

                 

                Denomination:
                  $[___________]

                 

                Interim
                  Servicer: EMC Mortgage Corporation

                 

                Trustee:
                  HSBC Bank USA, National Association

                 

                Securities
                  Administrator: Wells Fargo Bank, N.A.

                 

                Closing
                  Date: July 12, 2007

                 

                CUSIP:
                  [___________]

              


      

       

      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
        PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
        AS
        THE DENOMINATION OF THIS CERTIFICATE.

       


      
        
          
          

        

        
          A-6-1

          
            

          

        

        
          
          

        

      


      ASSET-BACKED
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
        consisting primarily of a pool of one- to four-family, adjustable-rate and
        fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
        lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      STANWICH
        ASSET ACCEPTANCE COMPANY, L.L.C.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
        ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE INTERIM SERVICER, THE MASTER
        SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
        AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
        GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class M-1 Certificates as of the Closing
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        M-1 Certificates in REMIC II created pursuant to a Pooling and Servicing
        Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
        Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
        includes any successor entity under the Agreement), the Interim Servicer,
        Carrington Mortgage Services, LLC (the “Servicer”), Wells Fargo Bank, N.A. (the
“Master Servicer” and the “Securities Administrator”) and the Trustee, a summary
        of certain of the pertinent provisions of which is set forth hereafter. 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 the terms of the Agreement, distributions 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 (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the 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 the Holders of Class M-1
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Securities Administrator by wire transfer in
        immediately available funds to the account of the Person entitled thereto
        if
        such Person shall have so notified the Securities Administrator in writing
        at
        least five Business Days prior to the Record Date immediately prior to such
        Distribution Date or otherwise by check mailed by first class mail to the
        address of the Person entitled thereto, as such name and address shall appear
        on
        the Certificate Register. Notwithstanding the above, the final distribution
        on
        this Certificate will be made after due notice by the Securities Administrator
        of the pendency of such distribution and only upon presentation and surrender
        of
        this Certificate at the office or agency appointed by the Securities
        Administrator for that purpose as provided in the Agreement.

      
        
           

          
            
              
              

            

            
              A-6-2

              
                

              

            

            
              
              

            

          

           

        

      

      The
        Pass-Through Rate applicable to the calculation of interest payable with
        respect
        to this Certificate on any Distribution Date shall equal a rate per annum
        equal
        to the lesser of (i) the related Formula Rate for such Distribution Date
        and
        (ii) the related Net WAC Pass-Through Rate for such Distribution
        Date.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset Backed Pass-Through Certificates of the Series specified on the face
        hereof (herein called the “Certificates”) and representing a Percentage Interest
        in the Class of Certificates specified on the face hereof equal to the
        denomination specified on the face hereof divided by the aggregate Certificate
        Principal Balance of the Class of Certificates specified on the face
        hereof.

       

      The
        Certificates are limited in right of payment to certain collections and
        recoveries respecting the Mortgage Loans, all as more specifically set forth
        herein and in the Agreement. As provided in the Agreement, withdrawals from
        the
        Custodial Account and the Certificate Account may be made from time to time
        for
        purposes other than distributions to Certificateholders, such purposes including
        reimbursement of advances made, or certain expenses incurred, with respect
        to
        the Mortgage Loans.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the rights of the Certificateholders under
        the
        Agreement at any time by the Depositor, the Interim Servicer, the Servicer,
        the
        Master Servicer, the Securities Administrator and the Trustee with the consent
        of the Holders of Certificates entitled to at least 66% of the Voting Rights.
        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 herefor 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 Securities Administrator upon surrender of this Certificate for registration
        of transfer at the offices or agencies appointed by the Securities Administrator
        as provided in the Agreement, duly endorsed by, or accompanied by an assignment
        in the form below or other written instrument of transfer in form satisfactory
        to the Securities Administrator 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 evidencing the
        same
        aggregate Percentage Interest will be issued to the designated transferee
        or
        transferees.

       

      Until
        the
        swap agreement terminates in May 2011, this Certificate or any interest therein
        may not be purchased by or transferred to an
        “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
        Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
        ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
        of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
        any entity deemed to hold “plan assets” (within
        the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of any
        of the foregoing (a “Plan”), any
        Person acting, directly or indirectly, on behalf of any such Plan or any
        Person
        acquiring this Certificate with “plan assets” of a Plan.
        Each
        beneficial owner of this Certificate or any interest therein shall be deemed
        to
        have represented, by virtue of its acquisition or holding of this Certificate
        or
        any interest therein, that it is not a Plan, any Person acting, directly
        or
        indirectly, on behalf of any such Plan or any Person acquiring this Certificate
        with “plan assets” of a Plan.

      
        
           

          
            
              
              

            

            
              A-6-3

              
                

              

            

            
              
              

            

          

           

        



      After
        the
        termination of the swap agreement in May 2011, each beneficial owner of this
        Certificate or any interest therein shall be deemed to have represented,
        by
        virtue of its acquisition or holding of this Certificate or any interest
        therein, that either (A) it is not a Plan, any Person acting, directly or
        indirectly, on behalf of any such Plan or any Person acquiring this Certificate
        with “plan assets” of a Plan, (B) it has acquired and is holding this
        Certificate in reliance on the Underwriters’ Exemption, and that it understands
        that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
        purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
        and this Certificate is so rated, that it is an accredited investor as defined
        in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
        and
        that it will obtain a representation from any transferee that such transferee
        is
        an accredited investor, or (C) (1) it is an insurance company, (2) the source
        of
        funds used to acquire or hold this Certificate or any interest therein is
        an
“insurance company general account,” as such term is defined in Prohibited
        Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections
        I and III of PTCE 95-60 have been satisfied.

       

      If
        this
        Certificate or any interest therein is acquired or held in violation of the
        provisions of Section 5.02(c) of the Agreement, the next preceding permitted
        beneficial owner will be treated as the beneficial owner of this Certificate
        retroactive to the date of transfer to the purported beneficial owner. Any
        purported beneficial owner whose acquisition or holding of any this Certificate
        or any interest therein was effected in violation of the provisions of Section
        5.02(c) of the Agreement shall indemnify and hold harmless the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the Trust Fund from and against any and all
        liabilities, claims, costs or expenses incurred by those parties as a result
        of
        that acquisition or holding.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations 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 of Certificates,
        but the Securities Administrator may require payment of a sum sufficient
        to
        cover any tax or other governmental charge that may be imposed in connection
        with any transfer or exchange of Certificates.

      
        
           

          
            
              
              

            

            
              A-6-4

              
                

              

            

            
              
              

            

          

           

        

      

      The
        Depositor, the Interim Servicer, the Servicer, the Master Servicer, the
        Securities Administrator, the Trustee and any agent of the Depositor, the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator or the Trustee may treat the Person in whose name this Certificate
        is registered as the owner hereof for all purposes, and none of the Depositor,
        the Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee nor any such agent shall be affected by notice
        to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Securities Administrator and required to be paid to them pursuant to the
        Agreement following the earlier of (i) the final payment or other liquidation
        (or any advance with respect thereto) of the last Mortgage Loan and REO Property
        remaining in REMIC I and (ii) the purchase by the party designated in the
        Agreement at a price determined as provided in the Agreement from REMIC I
        of all
        the Mortgage Loans and all property acquired in respect of such Mortgage
        Loans.
        The Agreement permits, but does not require, the party designated in the
        Agreement to purchase from REMIC I all the Mortgage Loans and all property
        acquired in respect of any Mortgage Loan at a price determined as provided
        in
        the Agreement. The exercise of such right will effect early retirement of
        the
        Certificates; however, such right to purchase is subject to the aggregate
        Stated
        Principal Balance of the Mortgage Loans at the time of purchase being less
        than
        10% of the aggregate Stated Principal Balance of the Mortgage Loans as of
        the
        Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor and
        the
        Trustee and the Securities Administrator assume no responsibility for their
        correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Securities
        Administrator, by manual signature, this Certificate shall not be entitled
        to
        any benefit under the Agreement or be valid for any purpose.

       


      
        
          
          

        

        
          A-6-5

          
            

          

        

        
          
          

        

      


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

       

      Dated:
        July [__], 2007

       

      


      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:
                  _____________________________________________ 
                  Authorized
                    Officer

                

              


      

       

      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      
         

        


        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A., as Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:
                    _____________________________________________ 
                    Authorized
                      Signatory

                  

                


        

         

      

      


       

      


      



      
        
          
          

        

        
          A-6-6

          
            

          

        

        
          
          

        

      


      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations: 

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT -

              	
                               Custodian               

              
	 	 	 	
                (Cust)     (Minor)

              
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	 	
                under
                  Uniform Gifts

              
	 	 	 	
                to
                  Minors Act

              
	
                JT
                  TEN -

              	
                as
                  joint tenants with right of 

              	 	
                 _________________

              
	 	
                survivorship
                  and not as

              	 	
                (State)

              
	 	
                tenants
                  in common

              	 	 


      

       

      Additional
        abbreviations may also be used though not in the above list.

       

      


      ASSIGNMENT

      
        
           

          FOR
            VALUE
            RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
            _____________________________

          _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________(Please
            print or typewrite name, address including postal zip code, and Taxpayer
            Identification Number of assignee) a Percentage Interest equal to ____%
            evidenced by the within Asset Backed Pass-Through Certificates and hereby
            authorize(s) the registration of transfer of such interest to assignee
            on the
            Certificate Register of the Trust Fund.

           

          I
            (we)
            further direct the Securities Administrator to issue a new Certificate
            of a like
            Percentage Interest and Class to the above named assignee and deliver
            such
            Certificate to the following address:
            _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________.


          Dated:

           

          
            	 	______________________________
	 	
                    Signature
                      by or on behalf of assignor

                  
	 	 
	 	 
	 	______________________________
	 	
                    Signature
                      Guaranteed

                  


          


          
            
              
              

            

            
              A-6-7

              
                

              

            

            
              
              

            

          


          DISTRIBUTION
            INSTRUCTIONS

           

          The
            assignee should include the following for purposes of distribution:


           

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


          to
            ___________________________________________________________________________________________________________,

          
            for
              the
              account of
              _______________________________________________________________________________________________,

            account
              number___________, or, if mailed by check, to
              __________________________________________________________________,

            Applicable
              statements should be mailed to
              ____________________________________________________________________________

            _____________________________________________________________________________________________________________.

            This
              information is provided by
              _____________________________________________________________________________________,

            the
              assignee named above, or
              ______________________________________________________________________________________,

            as
              its
              agent.

          

        

      

      


       


      
        
          
          

        

        
          A-6-8

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-7

       

      FORM
        OF
        CLASS M-2 CERTIFICATE

       

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

       

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

       

      THIS
        CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE CLASS M-1
        CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
        REFERRED TO HEREIN.

       

      
        	
                Carrington
                  Mortgage Loan Trust,

                Series
                  2007-HE1

                 

                Pass-Through
                  Rate: Variable

                 

                Cut-off
                  Date: June 1, 2007

                 

                Date
                  of Pooling and Servicing Agreement: June 1, 2007

                 

                First
                  Distribution Date: July 25, 2007 

                 

                No.
                  1

              	
                Aggregate
                  Certificate Principal Balance of the Class M-2 Certificates as
                  of the
                  Closing Date: $[___________]

                 

                Denomination:
                  $[___________]

                 

                Interim
                  Servicer: EMC Mortgage Corporation

                 

                Trustee:
                  HSBC Bank USA, National Association

                 

                Securities
                  Administrator: Wells Fargo Bank, N.A.

                 

                Closing
                  Date: July 12, 2007

                 

                CUSIP:
                  [___________]

              


      

       

      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
        PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
        AS
        THE DENOMINATION OF THIS CERTIFICATE.

       


      
        
          
          

        

        
          A-7-1

          
            

          

        

        
          
          

        

      


      ASSET-BACKED
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
        consisting primarily of a pool of one- to four-family, adjustable-rate and
        fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
        lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      STANWICH
        ASSET ACCEPTANCE COMPANY, L.L.C.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
        ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE INTERIM SERVICER, THE MASTER
        SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
        AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
        GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class M-2 Certificates as of the Closing
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        M-2 Certificates in REMIC II created pursuant to a Pooling and Servicing
        Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
        Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
        includes any successor entity under the Agreement), the Interim Servicer,
        Carrington Mortgage Services, LLC (the “Servicer”), Wells Fargo Bank, N.A. (the
“Master Servicer” and the “Securities Administrator”) and the Trustee, a summary
        of certain of the pertinent provisions of which is set forth hereafter. 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 the terms of the Agreement, distributions 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 (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the 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 the Holders of Class M-2
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Securities Administrator by wire transfer in
        immediately available funds to the account of the Person entitled thereto
        if
        such Person shall have so notified the Securities Administrator in writing
        at
        least five Business Days prior to the Record Date immediately prior to such
        Distribution Date or otherwise by check mailed by first class mail to the
        address of the Person entitled thereto, as such name and address shall appear
        on
        the Certificate Register. Notwithstanding the above, the final distribution
        on
        this Certificate will be made after due notice by the Securities Administrator
        of the pendency of such distribution and only upon presentation and surrender
        of
        this Certificate at the office or agency appointed by the Securities
        Administrator for that purpose as provided in the Agreement.

      
        
           

          
            
              
              

            

            
              A-7-2

              
                

              

            

            
              
              

            

          

           

        

      

      The
        Pass-Through Rate applicable to the calculation of interest payable with
        respect
        to this Certificate on any Distribution Date shall equal a rate per annum
        equal
        to the lesser of (i) the related Formula Rate for such Distribution Date
        and
        (ii) the related Net WAC Pass-Through Rate for such Distribution
        Date.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset Backed Pass-Through Certificates of the Series specified on the face
        hereof (herein called the “Certificates”) and representing a Percentage Interest
        in the Class of Certificates specified on the face hereof equal to the
        denomination specified on the face hereof divided by the aggregate Certificate
        Principal Balance of the Class of Certificates specified on the face
        hereof.

       

      The
        Certificates are limited in right of payment to certain collections and
        recoveries respecting the Mortgage Loans, all as more specifically set forth
        herein and in the Agreement. As provided in the Agreement, withdrawals from
        the
        Custodial Account and the Certificate Account may be made from time to time
        for
        purposes other than distributions to Certificateholders, such purposes including
        reimbursement of advances made, or certain expenses incurred, with respect
        to
        the Mortgage Loans.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the rights of the Certificateholders under
        the
        Agreement at any time by the Depositor, the Interim Servicer, the Servicer,
        the
        Master Servicer, the Securities Administrator and the Trustee with the consent
        of the Holders of Certificates entitled to at least 66% of the Voting Rights.
        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 herefor 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 Securities Administrator upon surrender of this Certificate for registration
        of transfer at the offices or agencies appointed by the Securities Administrator
        as provided in the Agreement, duly endorsed by, or accompanied by an assignment
        in the form below or other written instrument of transfer in form satisfactory
        to the Securities Administrator 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 evidencing the
        same
        aggregate Percentage Interest will be issued to the designated transferee
        or
        transferees.

       

      Until
        the
        swap agreement terminates in May 2011, this Certificate or any interest therein
        may not be purchased by or transferred to an
        “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
        Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
        ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
        of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
        any entity deemed to hold “plan assets” (within
        the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of any
        of the foregoing (a “Plan”), any
        Person acting, directly or indirectly, on behalf of any such Plan or any
        Person
        acquiring this Certificate with “plan assets” of a Plan.
        Each
        beneficial owner of this Certificate or any interest therein shall be deemed
        to
        have represented, by virtue of its acquisition or holding of this Certificate
        or
        any interest therein, that it is not a Plan, any Person acting, directly
        or
        indirectly, on behalf of any such Plan or any Person acquiring this Certificate
        with “plan assets” of a Plan.

      
         

        
          
            
            

          

          
            A-7-3

            
              

            

          

          
            
            

          

        

         

      

      


      After
        the
        termination of the swap agreement in May 2011, each beneficial owner of this
        Certificate or any interest therein shall be deemed to have represented,
        by
        virtue of its acquisition or holding of this Certificate or any interest
        therein, that either (A) it is not a Plan, any Person acting, directly or
        indirectly, on behalf of any such Plan or any Person acquiring this Certificate
        with “plan assets” of a Plan, (B) it has acquired and is holding this
        Certificate in reliance on the Underwriters’ Exemption, and that it understands
        that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
        purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
        and this Certificate is so rated, that it is an accredited investor as defined
        in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
        and
        that it will obtain a representation from any transferee that such transferee
        is
        an accredited investor, or (C) (1) it is an insurance company, (2) the source
        of
        funds used to acquire or hold this Certificate or any interest therein is
        an
“insurance company general account,” as such term is defined in Prohibited
        Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections
        I and III of PTCE 95-60 have been satisfied.

       

      If
        this
        Certificate or any interest therein is acquired or held in violation of the
        provisions of Section 5.02(c) of the Agreement, the next preceding permitted
        beneficial owner will be treated as the beneficial owner of this Certificate
        retroactive to the date of transfer to the purported beneficial owner. Any
        purported beneficial owner whose acquisition or holding of any this Certificate
        or any interest therein was effected in violation of the provisions of Section
        5.02(c) of the Agreement shall indemnify and hold harmless the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the Trust Fund from and against any and all
        liabilities, claims, costs or expenses incurred by those parties as a result
        of
        that acquisition or holding.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations 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 of Certificates,
        but the Securities Administrator may require payment of a sum sufficient
        to
        cover any tax or other governmental charge that may be imposed in connection
        with any transfer or exchange of Certificates.

      
        
           

          
            
              
              

            

            
              A-7-4

              
                

              

            

            
              
              

            

          

           

        

      

      The
        Depositor, the Interim Servicer, the Servicer, the Master Servicer, the
        Securities Administrator, the Trustee and any agent of the Depositor, the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator or the Trustee may treat the Person in whose name this Certificate
        is registered as the owner hereof for all purposes, and none of the Depositor,
        the Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee nor any such agent shall be affected by notice
        to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Securities Administrator and required to be paid to them pursuant to the
        Agreement following the earlier of (i) the final payment or other liquidation
        (or any advance with respect thereto) of the last Mortgage Loan and REO Property
        remaining in REMIC I and (ii) the purchase by the party designated in the
        Agreement at a price determined as provided in the Agreement from REMIC I
        of all
        the Mortgage Loans and all property acquired in respect of such Mortgage
        Loans.
        The Agreement permits, but does not require, the party designated in the
        Agreement to purchase from REMIC I all the Mortgage Loans and all property
        acquired in respect of any Mortgage Loan at a price determined as provided
        in
        the Agreement. The exercise of such right will effect early retirement of
        the
        Certificates; however, such right to purchase is subject to the aggregate
        Stated
        Principal Balance of the Mortgage Loans at the time of purchase being less
        than
        10% of the aggregate Stated Principal Balance of the Mortgage Loans as of
        the
        Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor and
        the
        Trustee and the Securities Administrator assume no responsibility for their
        correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Securities
        Administrator, by manual signature, this Certificate shall not be entitled
        to
        any benefit under the Agreement or be valid for any purpose.

       


      
        
          
          

        

        
          A-7-5

          
            

          

        

        
          
          

        

      


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

       

      Dated:
        July [__], 2007

       

      


      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:
                  _____________________________________________ 
                  Authorized
                    Officer

                

              


      

       

      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      
         

        


        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A., as Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:
                    _____________________________________________ 
                    Authorized
                      Signatory

                  

                


        

         

      

      


       

      



      
        
          
          

        

        
          A-7-6

          
            

          

        

        
          
          

        

      


      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations: 

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT -

              	
                               Custodian               

              
	 	 	 	
                (Cust)     (Minor)

              
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	 	
                under
                  Uniform Gifts

              
	 	 	 	
                to
                  Minors Act

              
	
                JT
                  TEN -

              	
                as
                  joint tenants with right of 

              	 	
                 _________________

              
	 	
                survivorship
                  and not as

              	 	
                (State)

              
	 	
                tenants
                  in common

              	 	 


      

       

      Additional
        abbreviations may also be used though not in the above list.

       

      


      ASSIGNMENT

      
        
           

          FOR
            VALUE
            RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
            _____________________________

          _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________(Please
            print or typewrite name, address including postal zip code, and Taxpayer
            Identification Number of assignee) a Percentage Interest equal to ____%
            evidenced by the within Asset Backed Pass-Through Certificates and hereby
            authorize(s) the registration of transfer of such interest to assignee
            on the
            Certificate Register of the Trust Fund.

           

          I
            (we)
            further direct the Securities Administrator to issue a new Certificate
            of a like
            Percentage Interest and Class to the above named assignee and deliver
            such
            Certificate to the following address:
            _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________.


          Dated:

           

          
            	 	______________________________
	 	
                    Signature
                      by or on behalf of assignor

                  
	 	 
	 	 
	 	______________________________
	 	
                    Signature
                      Guaranteed

                  


          


          
            
              
              

            

            
              A-7-7

              
                

              

            

            
              
              

            

          


          DISTRIBUTION
            INSTRUCTIONS

           

          The
            assignee should include the following for purposes of distribution:


           

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


          to
            ___________________________________________________________________________________________________________,

          
            for
              the
              account of
              _______________________________________________________________________________________________,

            account
              number___________, or, if mailed by check, to
              __________________________________________________________________,

            Applicable
              statements should be mailed to
              ____________________________________________________________________________

            _____________________________________________________________________________________________________________.

            This
              information is provided by
              _____________________________________________________________________________________,

            the
              assignee named above, or
              ______________________________________________________________________________________,

            as
              its
              agent.

          

        

      

      



      
        
          
          

        

        
          A-7-8

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-8

       

      FORM
        OF
        CLASS M-3 CERTIFICATE

       

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

       

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

       

      THIS
        CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
        CERTIFICATES AND THE CLASS M-2 CERTIFICATES TO THE EXTENT DESCRIBED IN THE
        POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

       

      
        	
                Carrington
                  Mortgage Loan Trust,

                Series
                  2007-HE1

                 

                Pass-Through
                  Rate: Variable

                 

                Cut-off
                  Date: June 1, 2007

                 

                Date
                  of Pooling and Servicing Agreement: June 1, 2007

                 

                First
                  Distribution Date: July 25, 2007 

                 

                No.
                  1

              	
                Aggregate
                  Certificate Principal Balance of the Class M-3 Certificates as
                  of the
                  Closing Date: $[___________]

                 

                Denomination:
                  $[___________]

                 

                Interim
                  Servicer: EMC Mortgage Corporation

                 

                Trustee:
                  HSBC Bank USA, National Association

                 

                Securities
                  Administrator: Wells Fargo Bank, N.A.

                 

                Closing
                  Date: July 12, 2007

                 

                CUSIP:
                  [___________]

              


      

       

      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
        PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
        AS
        THE DENOMINATION OF THIS CERTIFICATE.

       


      
        
          
          

        

        
          A-8-1

          
            

          

        

        
          
          

        

      


      ASSET-BACKED
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
        consisting primarily of a pool of one- to four-family, adjustable-rate and
        fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
        lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      STANWICH
        ASSET ACCEPTANCE COMPANY, L.L.C.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
        ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE INTERIM SERVICER, THE MASTER
        SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
        AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
        GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class M-3 Certificates as of the Closing
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        M-3 Certificates in REMIC II created pursuant to a Pooling and Servicing
        Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
        Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
        includes any successor entity under the Agreement), the Interim Servicer,
        Carrington Mortgage Services, LLC (the “Servicer”), Wells Fargo Bank, N.A. (the
“Master Servicer” and the “Securities Administrator”) and the Trustee, a summary
        of certain of the pertinent provisions of which is set forth hereafter. 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 the terms of the Agreement, distributions 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 (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the 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 the Holders of Class M-3
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Securities Administrator by wire transfer in
        immediately available funds to the account of the Person entitled thereto
        if
        such Person shall have so notified the Securities Administrator in writing
        at
        least five Business Days prior to the Record Date immediately prior to such
        Distribution Date or otherwise by check mailed by first class mail to the
        address of the Person entitled thereto, as such name and address shall appear
        on
        the Certificate Register. Notwithstanding the above, the final distribution
        on
        this Certificate will be made after due notice by the Securities Administrator
        of the pendency of such distribution and only upon presentation and surrender
        of
        this Certificate at the office or agency appointed by the Securities
        Administrator for that purpose as provided in the Agreement.

      
        
           

          
            
              
              

            

            
              A-8-2

              
                

              

            

            
              
              

            

          

           

        

      

      The
        Pass-Through Rate applicable to the calculation of interest payable with
        respect
        to this Certificate on any Distribution Date shall equal a rate per annum
        equal
        to the lesser of (i) the related Formula Rate for such Distribution Date
        and
        (ii) the related Net WAC Pass-Through Rate for such Distribution
        Date.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset Backed Pass-Through Certificates of the Series specified on the face
        hereof (herein called the “Certificates”) and representing a Percentage Interest
        in the Class of Certificates specified on the face hereof equal to the
        denomination specified on the face hereof divided by the aggregate Certificate
        Principal Balance of the Class of Certificates specified on the face
        hereof.

       

      The
        Certificates are limited in right of payment to certain collections and
        recoveries respecting the Mortgage Loans, all as more specifically set forth
        herein and in the Agreement. As provided in the Agreement, withdrawals from
        the
        Custodial Account and the Certificate Account may be made from time to time
        for
        purposes other than distributions to Certificateholders, such purposes including
        reimbursement of advances made, or certain expenses incurred, with respect
        to
        the Mortgage Loans.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the rights of the Certificateholders under
        the
        Agreement at any time by the Depositor, the Interim Servicer, the Servicer,
        the
        Master Servicer, the Securities Administrator and the Trustee with the consent
        of the Holders of Certificates entitled to at least 66% of the Voting Rights.
        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 herefor 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 Securities Administrator upon surrender of this Certificate for registration
        of transfer at the offices or agencies appointed by the Securities Administrator
        as provided in the Agreement, duly endorsed by, or accompanied by an assignment
        in the form below or other written instrument of transfer in form satisfactory
        to the Securities Administrator 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 evidencing the same
        aggregate Percentage Interest will be issued to the designated transferee
        or
        transferees.

       

      Until
        the
        swap agreement terminates in May 2011, this Certificate or any interest therein
        may not be purchased by or transferred to an
        “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
        Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
        ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
        of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
        any entity deemed to hold “plan assets” (within
        the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of any
        of the foregoing (a “Plan”), any
        Person acting, directly or indirectly, on behalf of any such Plan or any
        Person
        acquiring this Certificate with “plan assets” of a Plan.
        Each
        beneficial owner of this Certificate or any interest therein shall be deemed
        to
        have represented, by virtue of its acquisition or holding of this Certificate
        or
        any interest therein, that it is not a Plan, any Person acting, directly
        or
        indirectly, on behalf of any such Plan or any Person acquiring this Certificate
        with “plan assets” of a Plan.

      
        
           

          
            
              
              

            

            
              A-8-3

              
                

              

            

            
              
              

            

          

           

        



      After
        the
        termination of the swap agreement in May 2011, each beneficial owner of this
        Certificate or any interest therein shall be deemed to have represented,
        by
        virtue of its acquisition or holding of this Certificate or any interest
        therein, that either (A) it is not a Plan, any Person acting, directly or
        indirectly, on behalf of any such Plan or any Person acquiring this Certificate
        with “plan assets” of a Plan, (B) it has acquired and is holding this
        Certificate in reliance on the Underwriters’ Exemption, and that it understands
        that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
        purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
        and this Certificate is so rated, that it is an accredited investor as defined
        in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
        and
        that it will obtain a representation from any transferee that such transferee
        is
        an accredited investor, or (C) (1) it is an insurance company, (2) the source
        of
        funds used to acquire or hold this Certificate or any interest therein is
        an
“insurance company general account,” as such term is defined in Prohibited
        Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections
        I and III of PTCE 95-60 have been satisfied.

       

      If
        this
        Certificate or any interest therein is acquired or held in violation of the
        provisions of Section 5.02(c) of the Agreement, the next preceding permitted
        beneficial owner will be treated as the beneficial owner of this Certificate
        retroactive to the date of transfer to the purported beneficial owner. Any
        purported beneficial owner whose acquisition or holding of any this Certificate
        or any interest therein was effected in violation of the provisions of Section
        5.02(c) of the Agreement shall indemnify and hold harmless the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the Trust Fund from and against any and all
        liabilities, claims, costs or expenses incurred by those parties as a result
        of
        that acquisition or holding.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations 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 of Certificates,
        but the Securities Administrator may require payment of a sum sufficient
        to
        cover any tax or other governmental charge that may be imposed in connection
        with any transfer or exchange of Certificates.

      
        
           

          
            
              
              

            

            
              A-8-4

              
                

              

            

            
              
              

            

          

           

        

      

      The
        Depositor, the Interim Servicer, the Servicer, the Master Servicer, the
        Securities Administrator, the Trustee and any agent of the Depositor, the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator or the Trustee may treat the Person in whose name this Certificate
        is registered as the owner hereof for all purposes, and none of the Depositor,
        the Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee nor any such agent shall be affected by notice
        to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Securities Administrator and required to be paid to them pursuant to the
        Agreement following the earlier of (i) the final payment or other liquidation
        (or any advance with respect thereto) of the last Mortgage Loan and REO Property
        remaining in REMIC I and (ii) the purchase by the party designated in the
        Agreement at a price determined as provided in the Agreement from REMIC I
        of all
        the Mortgage Loans and all property acquired in respect of such Mortgage
        Loans.
        The Agreement permits, but does not require, the party designated in the
        Agreement to purchase from REMIC I all the Mortgage Loans and all property
        acquired in respect of any Mortgage Loan at a price determined as provided
        in
        the Agreement. The exercise of such right will effect early retirement of
        the
        Certificates; however, such right to purchase is subject to the aggregate
        Stated
        Principal Balance of the Mortgage Loans at the time of purchase being less
        than
        10% of the aggregate Stated Principal Balance of the Mortgage Loans as of
        the
        Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor and
        the
        Trustee and the Securities Administrator assume no responsibility for their
        correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Securities
        Administrator, by manual signature, this Certificate shall not be entitled
        to
        any benefit under the Agreement or be valid for any purpose.

       


      
        
          
          

        

        
          A-8-5

          
            

          

        

        
          
          

        

      


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

       

      Dated:
        July [__], 2007

       

      


      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:
                  _____________________________________________ 
                  Authorized
                    Officer

                

              


      

       

      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      
         

        


        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A., as Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:
                    _____________________________________________ 
                    Authorized
                      Signatory

                  

                


        

         

      

      


       

      



      
        
          
          

        

        
          A-8-6

          
            

          

        

        
          
          

        

      


      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations: 

      
         

        
          	
                  TEN
                    COM -

                	
                  as
                    tenants in common

                	
                  UNIF
                    GIFT MIN ACT -

                	
                                 Custodian               

                
	 	 	 	
                  (Cust)     (Minor)

                
	
                  TEN
                    ENT -

                	
                  as
                    tenants by the entireties

                	 	
                  under
                    Uniform Gifts

                
	 	 	 	
                  to
                    Minors Act

                
	
                  JT
                    TEN -

                	
                  as
                    joint tenants with right of 

                	 	
                   _________________

                
	 	
                  survivorship
                    and not as

                	 	
                  (State)

                
	 	
                  tenants
                    in common

                	 	 


        

         

      

      Additional
        abbreviations may also be used though not in the above list.

       

      


      ASSIGNMENT

      
        
           

          FOR
            VALUE
            RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
            _____________________________

          _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________(Please
            print or typewrite name, address including postal zip code, and Taxpayer
            Identification Number of assignee) a Percentage Interest equal to ____%
            evidenced by the within Asset Backed Pass-Through Certificates and hereby
            authorize(s) the registration of transfer of such interest to assignee
            on the
            Certificate Register of the Trust Fund.

           

          I
            (we)
            further direct the Securities Administrator to issue a new Certificate
            of a like
            Percentage Interest and Class to the above named assignee and deliver
            such
            Certificate to the following address:
            _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________.


          Dated:

           

          
            	 	______________________________
	 	
                    Signature
                      by or on behalf of assignor

                  
	 	 
	 	 
	 	______________________________
	 	
                    Signature
                      Guaranteed

                  


          


          
            
              
              

            

            
              A-8-7

              
                

              

            

            
              
              

            

          


          DISTRIBUTION
            INSTRUCTIONS

           

          The
            assignee should include the following for purposes of distribution:


           

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


          to
            ___________________________________________________________________________________________________________,

          
            for
              the
              account of
              _______________________________________________________________________________________________,

            account
              number___________, or, if mailed by check, to
              __________________________________________________________________,

            Applicable
              statements should be mailed to
              ____________________________________________________________________________

            _____________________________________________________________________________________________________________.

            This
              information is provided by
              _____________________________________________________________________________________,

            the
              assignee named above, or
              ______________________________________________________________________________________,

            as
              its
              agent.

          

        

      

      


       


      
        
          
          

        

        
          A-8-8

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-9

       

      FORM
        OF
        CLASS M-4 CERTIFICATE

       

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

       

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

       

      THIS
        CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
        CERTIFICATES, THE CLASS M-2 CERTIFICATES AND THE CLASS M-3 CERTIFICATES TO
        THE
        EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
        HEREIN.

       

      
        	
                Carrington
                  Mortgage Loan Trust,

                Series
                  2007-HE1

                 

                Pass-Through
                  Rate: Variable

                 

                Cut-off
                  Date: June 1, 2007

                 

                Date
                  of Pooling and Servicing Agreement: June 1, 2007

                 

                First
                  Distribution Date: July 25, 2007 

                 

                No.
                  1

              	
                Aggregate
                  Certificate Principal Balance of the Class M-4 Certificates as
                  of the
                  Closing Date: $[___________]

                 

                Denomination:
                  $[___________]

                 

                Interim
                  Servicer: EMC Mortgage Corporation

                 

                Trustee:
                  HSBC Bank USA, National Association

                 

                Securities
                  Administrator: Wells Fargo Bank, N.A.

                 

                Closing
                  Date: July 12, 2007

                 

                CUSIP:
                  [___________]

              


      

       

      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
        PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
        AS
        THE DENOMINATION OF THIS CERTIFICATE.

       


      
        
          
          

        

        
          A-9-1

          
            

          

        

        
          
          

        

      


      ASSET-BACKED
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
        consisting primarily of a pool of one- to four-family, adjustable-rate and
        fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
        lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      STANWICH
        ASSET ACCEPTANCE COMPANY, L.L.C.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
        ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE INTERIM SERVICER, THE MASTER
        SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
        AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
        GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class M-4 Certificates as of the Closing
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        M-4 Certificates in REMIC II created pursuant to a Pooling and Servicing
        Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
        Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
        includes any successor entity under the Agreement), the Interim Servicer,
        Carrington Mortgage Services, LLC (the “Servicer”), Wells Fargo Bank, N.A. (the
“Master Servicer” and the “Securities Administrator”) and the Trustee, a summary
        of certain of the pertinent provisions of which is set forth hereafter. 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 the terms of the Agreement, distributions 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 (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the 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 the Holders of Class M-4
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Securities Administrator by wire transfer in
        immediately available funds to the account of the Person entitled thereto
        if
        such Person shall have so notified the Securities Administrator in writing
        at
        least five Business Days prior to the Record Date immediately prior to such
        Distribution Date or otherwise by check mailed by first class mail to the
        address of the Person entitled thereto, as such name and address shall appear
        on
        the Certificate Register. Notwithstanding the above, the final distribution
        on
        this Certificate will be made after due notice by the Securities Administrator
        of the pendency of such distribution and only upon presentation and surrender
        of
        this Certificate at the office or agency appointed by the Securities
        Administrator for that purpose as provided in the Agreement.

      
        
           

          
            
              
              

            

            
              A-9-2

              
                

              

            

            
              
              

            

          

           

        

      

      The
        Pass-Through Rate applicable to the calculation of interest payable with
        respect
        to this Certificate on any Distribution Date shall equal a rate per annum
        equal
        to the lesser of (i) the related Formula Rate for such Distribution Date
        and
        (ii) the related Net WAC Pass-Through Rate for such Distribution
        Date.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset Backed Pass-Through Certificates of the Series specified on the face
        hereof (herein called the “Certificates”) and representing a Percentage Interest
        in the Class of Certificates specified on the face hereof equal to the
        denomination specified on the face hereof divided by the aggregate Certificate
        Principal Balance of the Class of Certificates specified on the face
        hereof.

       

      The
        Certificates are limited in right of payment to certain collections and
        recoveries respecting the Mortgage Loans, all as more specifically set forth
        herein and in the Agreement. As provided in the Agreement, withdrawals from
        the
        Custodial Account and the Certificate Account may be made from time to time
        for
        purposes other than distributions to Certificateholders, such purposes including
        reimbursement of advances made, or certain expenses incurred, with respect
        to
        the Mortgage Loans.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the rights of the Certificateholders under
        the
        Agreement at any time by the Depositor, the Interim Servicer, the Servicer,
        the
        Master Servicer, the Securities Administrator and the Trustee with the consent
        of the Holders of Certificates entitled to at least 66% of the Voting Rights.
        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 herefor 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 Securities Administrator upon surrender of this Certificate for registration
        of transfer at the offices or agencies appointed by the Securities Administrator
        as provided in the Agreement, duly endorsed by, or accompanied by an assignment
        in the form below or other written instrument of transfer in form satisfactory
        to the Securities Administrator 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 evidencing the
        same
        aggregate Percentage Interest will be issued to the designated transferee
        or
        transferees.

       

      Until
        the
        swap agreement terminates in May 2011, this Certificate or any interest therein
        may not be purchased by or transferred to an
        “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
        Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
        ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
        of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
        any entity deemed to hold “plan assets” (within
        the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of any
        of the foregoing (a “Plan”), any
        Person acting, directly or indirectly, on behalf of any such Plan or any
        Person
        acquiring this Certificate with “plan assets” of a Plan.
        Each
        beneficial owner of this Certificate or any interest therein shall be deemed
        to
        have represented, by virtue of its acquisition or holding of this Certificate
        or
        any interest therein, that it is not a Plan, any Person acting, directly
        or
        indirectly, on behalf of any such Plan or any Person acquiring this Certificate
        with “plan assets” of a Plan.

      
        
           

          
            
              
              

            

            
              A-9-3

              
                

              

            

            
              
              

            

          

           

        



      After
        the
        termination of the swap agreement in May 2011, each beneficial owner of this
        Certificate or any interest therein shall be deemed to have represented,
        by
        virtue of its acquisition or holding of this Certificate or any interest
        therein, that either (A) it is not a Plan, any Person acting, directly or
        indirectly, on behalf of any such Plan or any Person acquiring this Certificate
        with “plan assets” of a Plan, (B) it has acquired and is holding this
        Certificate in reliance on the Underwriters’ Exemption, and that it understands
        that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
        purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
        and this Certificate is so rated, that it is an accredited investor as defined
        in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
        and
        that it will obtain a representation from any transferee that such transferee
        is
        an accredited investor, or (C) (1) it is an insurance company, (2) the source
        of
        funds used to acquire or hold this Certificate or any interest therein is
        an
“insurance company general account,” as such term is defined in Prohibited
        Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections
        I and III of PTCE 95-60 have been satisfied.

       

      If
        this
        Certificate or any interest therein is acquired or held in violation of the
        provisions of Section 5.02(c) of the Agreement, the next preceding permitted
        beneficial owner will be treated as the beneficial owner of this Certificate
        retroactive to the date of transfer to the purported beneficial owner. Any
        purported beneficial owner whose acquisition or holding of any this Certificate
        or any interest therein was effected in violation of the provisions of Section
        5.02(c) of the Agreement shall indemnify and hold harmless the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the Trust Fund from and against any and all
        liabilities, claims, costs or expenses incurred by those parties as a result
        of
        that acquisition or holding.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations 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 of Certificates,
        but the Securities Administrator may require payment of a sum sufficient
        to
        cover any tax or other governmental charge that may be imposed in connection
        with any transfer or exchange of Certificates.

      
        
           

          
            
              
              

            

            
              A-9-4

              
                

              

            

            
              
              

            

          

           

        

      

      The
        Depositor, the Interim Servicer, the Servicer, the Master Servicer, the
        Securities Administrator, the Trustee and any agent of the Depositor, the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator or the Trustee may treat the Person in whose name this Certificate
        is registered as the owner hereof for all purposes, and none of the Depositor,
        the Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee nor any such agent shall be affected by notice
        to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Securities Administrator and required to be paid to them pursuant to the
        Agreement following the earlier of (i) the final payment or other liquidation
        (or any advance with respect thereto) of the last Mortgage Loan and REO Property
        remaining in REMIC I and (ii) the purchase by the party designated in the
        Agreement at a price determined as provided in the Agreement from REMIC I
        of all
        the Mortgage Loans and all property acquired in respect of such Mortgage
        Loans.
        The Agreement permits, but does not require, the party designated in the
        Agreement to purchase from REMIC I all the Mortgage Loans and all property
        acquired in respect of any Mortgage Loan at a price determined as provided
        in
        the Agreement. The exercise of such right will effect early retirement of
        the
        Certificates; however, such right to purchase is subject to the aggregate
        Stated
        Principal Balance of the Mortgage Loans at the time of purchase being less
        than
        10% of the aggregate Stated Principal Balance of the Mortgage Loans as of
        the
        Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor and
        the
        Trustee and the Securities Administrator assume no responsibility for their
        correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Securities
        Administrator, by manual signature, this Certificate shall not be entitled
        to
        any benefit under the Agreement or be valid for any purpose.

       


      
        
          
          

        

        
          A-9-5

          
            

          

        

        
          
          

        

      


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

       

      Dated:
        July [__], 2007

      
         

        


        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A., as Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:
                    _____________________________________________ 
                    Authorized
                      Officer

                  

                


        

         

      

      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      
         

        


        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A., as Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:
                    _____________________________________________ 
                    Authorized
                      Signatory

                  

                


        

         

      

      


       

      



      
        
          
          

        

        
          A-9-6

          
            

          

        

        
          
          

        

      


      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations: 

      
         

        
          	
                  TEN
                    COM -

                	
                  as
                    tenants in common

                	
                  UNIF
                    GIFT MIN ACT -

                	
                                 Custodian               

                
	 	 	 	
                  (Cust)     (Minor)

                
	
                  TEN
                    ENT -

                	
                  as
                    tenants by the entireties

                	 	
                  under
                    Uniform Gifts

                
	 	 	 	
                  to
                    Minors Act

                
	
                  JT
                    TEN -

                	
                  as
                    joint tenants with right of 

                	 	
                   _________________

                
	 	
                  survivorship
                    and not as

                	 	
                  (State)

                
	 	
                  tenants
                    in common

                	 	 


        

         

      

      Additional
        abbreviations may also be used though not in the above list.

       

      


      ASSIGNMENT

      
        
           

          FOR
            VALUE
            RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
            _____________________________

          _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________(Please
            print or typewrite name, address including postal zip code, and Taxpayer
            Identification Number of assignee) a Percentage Interest equal to ____%
            evidenced by the within Asset Backed Pass-Through Certificates and hereby
            authorize(s) the registration of transfer of such interest to assignee
            on the
            Certificate Register of the Trust Fund.

           

          I
            (we)
            further direct the Securities Administrator to issue a new Certificate
            of a like
            Percentage Interest and Class to the above named assignee and deliver
            such
            Certificate to the following address:
            _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________.


          Dated:

           

          
            	 	______________________________
	 	
                    Signature
                      by or on behalf of assignor

                  
	 	 
	 	 
	 	______________________________
	 	
                    Signature
                      Guaranteed

                  


          


          
            
              
              

            

            
              A-9-7

              
                

              

            

            
              
              

            

          


          DISTRIBUTION
            INSTRUCTIONS

           

          The
            assignee should include the following for purposes of distribution:


           

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


          to
            ___________________________________________________________________________________________________________,

          
            for
              the
              account of
              _______________________________________________________________________________________________,

            account
              number___________, or, if mailed by check, to
              __________________________________________________________________,

            Applicable
              statements should be mailed to
              ____________________________________________________________________________

            _____________________________________________________________________________________________________________.

            This
              information is provided by
              _____________________________________________________________________________________,

            the
              assignee named above, or
              ______________________________________________________________________________________,

            as
              its
              agent.

          

        

      

      



      
        
          
          

        

        
          A-9-8

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-10

       

      FORM
        OF
        CLASS M-5 CERTIFICATE

       

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

       

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

       

      THIS
        CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
        CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES AND
        THE
        CLASS M-4 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
        AGREEMENT REFERRED TO HEREIN.

       

      
        	
                Carrington
                  Mortgage Loan Trust,

                Series
                  2007-HE1

                 

                Pass-Through
                  Rate: Variable

                 

                Cut-off
                  Date: June 1, 2007

                 

                Date
                  of Pooling and Servicing Agreement: June 1, 2007

                 

                First
                  Distribution Date: July 25, 2007 

                 

                No.
                  1

              	
                Aggregate
                  Certificate Principal Balance of the Class M-5 Certificates as
                  of the
                  Closing Date: $[___________]

                 

                Denomination:
                  $[___________]

                 

                Interim
                  Servicer: EMC Mortgage Corporation

                 

                Trustee:
                  HSBC Bank USA, National Association

                 

                Securities
                  Administrator: Wells Fargo Bank, N.A.

                 

                Closing
                  Date: July 12, 2007

                 

                CUSIP:
                  [___________]

              


      

       

      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
        PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
        AS
        THE DENOMINATION OF THIS CERTIFICATE.

       


      
        
          
          

        

        
          A-10-1

          
            

          

        

        
          
          

        

      


      ASSET-BACKED
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
        consisting primarily of a pool of one- to four-family, adjustable-rate and
        fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
        lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      STANWICH
        ASSET ACCEPTANCE COMPANY, L.L.C.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
        ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE INTERIM SERVICER, THE MASTER
        SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
        AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
        GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class M-5 Certificates as of the Closing
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        M-5 Certificates in REMIC II created pursuant to a Pooling and Servicing
        Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
        Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
        includes any successor entity under the Agreement), the Interim Servicer,
        Carrington Mortgage Services, LLC (the “Servicer”), Wells Fargo Bank, N.A. (the
“Master Servicer” and the “Securities Administrator”) and the Trustee, a summary
        of certain of the pertinent provisions of which is set forth hereafter. 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 the terms of the Agreement, distributions 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 (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the 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 the Holders of Class M-5
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Securities Administrator by wire transfer in
        immediately available funds to the account of the Person entitled thereto
        if
        such Person shall have so notified the Securities Administrator in writing
        at
        least five Business Days prior to the Record Date immediately prior to such
        Distribution Date or otherwise by check mailed by first class mail to the
        address of the Person entitled thereto, as such name and address shall appear
        on
        the Certificate Register. Notwithstanding the above, the final distribution
        on
        this Certificate will be made after due notice by the Securities Administrator
        of the pendency of such distribution and only upon presentation and surrender
        of
        this Certificate at the office or agency appointed by the Securities
        Administrator for that purpose as provided in the Agreement.

      
        
           

          
            
              
              

            

            
              A-10-2

              
                

              

            

            
              
              

            

          

           

        

      

      The
        Pass-Through Rate applicable to the calculation of interest payable with
        respect
        to this Certificate on any Distribution Date shall equal a rate per annum
        equal
        to the lesser of (i) the related Formula Rate for such Distribution Date
        and
        (ii) the related Net WAC Pass-Through Rate for such Distribution
        Date.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset Backed Pass-Through Certificates of the Series specified on the face
        hereof (herein called the “Certificates”) and representing a Percentage Interest
        in the Class of Certificates specified on the face hereof equal to the
        denomination specified on the face hereof divided by the aggregate Certificate
        Principal Balance of the Class of Certificates specified on the face
        hereof.

       

      The
        Certificates are limited in right of payment to certain collections and
        recoveries respecting the Mortgage Loans, all as more specifically set forth
        herein and in the Agreement. As provided in the Agreement, withdrawals from
        the
        Custodial Account and the Certificate Account may be made from time to time
        for
        purposes other than distributions to Certificateholders, such purposes including
        reimbursement of advances made, or certain expenses incurred, with respect
        to
        the Mortgage Loans.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the rights of the Certificateholders under
        the
        Agreement at any time by the Depositor, the Interim Servicer, the Servicer,
        the
        Master Servicer, the Securities Administrator and the Trustee with the consent
        of the Holders of Certificates entitled to at least 66% of the Voting Rights.
        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 herefor 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 Securities Administrator upon surrender of this Certificate for registration
        of transfer at the offices or agencies appointed by the Securities Administrator
        as provided in the Agreement, duly endorsed by, or accompanied by an assignment
        in the form below or other written instrument of transfer in form satisfactory
        to the Securities Administrator 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 evidencing the
        same
        aggregate Percentage Interest will be issued to the designated transferee
        or
        transferees.

       

      Until
        the
        swap agreement terminates in May 2011, this Certificate or any interest therein
        may not be purchased by or transferred to an
        “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
        Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
        ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
        of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
        any entity deemed to hold “plan assets” (within
        the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of any
        of the foregoing (a “Plan”), any
        Person acting, directly or indirectly, on behalf of any such Plan or any
        Person
        acquiring this Certificate with “plan assets” of a Plan.
        Each
        beneficial owner of this Certificate or any interest therein shall be deemed
        to
        have represented, by virtue of its acquisition or holding of this Certificate
        or
        any interest therein, that it is not a Plan, any Person acting, directly
        or
        indirectly, on behalf of any such Plan or any Person acquiring this Certificate
        with “plan assets” of a Plan.

      
        
           

          
            
              
              

            

            
              A-10-3

              
                

              

            

            
              
              

            

          

           

        



      After
        the
        termination of the swap agreement in May 2011, each beneficial owner of this
        Certificate or any interest therein shall be deemed to have represented,
        by
        virtue of its acquisition or holding of this Certificate or any interest
        therein, that either (A) it is not a Plan, any Person acting, directly or
        indirectly, on behalf of any such Plan or any Person acquiring this Certificate
        with “plan assets” of a Plan, (B) it has acquired and is holding this
        Certificate in reliance on the Underwriters’ Exemption, and that it understands
        that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
        purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
        and this Certificate is so rated, that it is an accredited investor as defined
        in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
        and
        that it will obtain a representation from any transferee that such transferee
        is
        an accredited investor, or (C) (1) it is an insurance company, (2) the source
        of
        funds used to acquire or hold this Certificate or any interest therein is
        an
“insurance company general account,” as such term is defined in Prohibited
        Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections
        I and III of PTCE 95-60 have been satisfied.

       

      If
        this
        Certificate or any interest therein is acquired or held in violation of the
        provisions of Section 5.02(c) of the Agreement, the next preceding permitted
        beneficial owner will be treated as the beneficial owner of this Certificate
        retroactive to the date of transfer to the purported beneficial owner. Any
        purported beneficial owner whose acquisition or holding of any this Certificate
        or any interest therein was effected in violation of the provisions of Section
        5.02(c) of the Agreement shall indemnify and hold harmless the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the Trust Fund from and against any and all
        liabilities, claims, costs or expenses incurred by those parties as a result
        of
        that acquisition or holding.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations 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 of Certificates,
        but the Securities Administrator may require payment of a sum sufficient
        to
        cover any tax or other governmental charge that may be imposed in connection
        with any transfer or exchange of Certificates.

      
        
           

          
            
              
              

            

            
              A-10-4

              
                

              

            

            
              
              

            

          

           

        

      

      The
        Depositor, the Interim Servicer, the Servicer, the Master Servicer, the
        Securities Administrator, the Trustee and any agent of the Depositor, the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator or the Trustee may treat the Person in whose name this Certificate
        is registered as the owner hereof for all purposes, and none of the Depositor,
        the Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee nor any such agent shall be affected by notice
        to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Securities Administrator and required to be paid to them pursuant to the
        Agreement following the earlier of (i) the final payment or other liquidation
        (or any advance with respect thereto) of the last Mortgage Loan and REO Property
        remaining in REMIC I and (ii) the purchase by the party designated in the
        Agreement at a price determined as provided in the Agreement from REMIC I
        of all
        the Mortgage Loans and all property acquired in respect of such Mortgage
        Loans.
        The Agreement permits, but does not require, the party designated in the
        Agreement to purchase from REMIC I all the Mortgage Loans and all property
        acquired in respect of any Mortgage Loan at a price determined as provided
        in
        the Agreement. The exercise of such right will effect early retirement of
        the
        Certificates; however, such right to purchase is subject to the aggregate
        Stated
        Principal Balance of the Mortgage Loans at the time of purchase being less
        than
        10% of the aggregate Stated Principal Balance of the Mortgage Loans as of
        the
        Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor and
        the
        Trustee and the Securities Administrator assume no responsibility for their
        correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Securities
        Administrator, by manual signature, this Certificate shall not be entitled
        to
        any benefit under the Agreement or be valid for any purpose.

       


      
        
          
          

        

        
          A-10-5

          
            

          

        

        
          
          

        

      


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

       

      Dated:
        July [__], 2007

       

      


      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:
                  _____________________________________________ 
                  Authorized
                    Officer

                

              


      

       

      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      
         

        


        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A., as Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:
                    _____________________________________________ 
                    Authorized
                      Signatory

                  

                


        

         

      

      


       

      



      
        
          
          

        

        
          A-10-6

          
            

          

        

        
          
          

        

      


      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations: 

      
         

        
          	
                  TEN
                    COM -

                	
                  as
                    tenants in common

                	
                  UNIF
                    GIFT MIN ACT -

                	
                                 Custodian               

                
	 	 	 	
                  (Cust)     (Minor)

                
	
                  TEN
                    ENT -

                	
                  as
                    tenants by the entireties

                	 	
                  under
                    Uniform Gifts

                
	 	 	 	
                  to
                    Minors Act

                
	
                  JT
                    TEN -

                	
                  as
                    joint tenants with right of 

                	 	
                   _________________

                
	 	
                  survivorship
                    and not as

                	 	
                  (State)

                
	 	
                  tenants
                    in common

                	 	 


        

         

      

      Additional
        abbreviations may also be used though not in the above list.

       

      


      ASSIGNMENT

      
        
           

          FOR
            VALUE
            RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
            _____________________________

          _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________(Please
            print or typewrite name, address including postal zip code, and Taxpayer
            Identification Number of assignee) a Percentage Interest equal to ____%
            evidenced by the within Asset Backed Pass-Through Certificates and hereby
            authorize(s) the registration of transfer of such interest to assignee
            on the
            Certificate Register of the Trust Fund.

           

          I
            (we)
            further direct the Securities Administrator to issue a new Certificate
            of a like
            Percentage Interest and Class to the above named assignee and deliver
            such
            Certificate to the following address:
            _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________.


          Dated:

           

          
            	 	______________________________
	 	
                    Signature
                      by or on behalf of assignor

                  
	 	 
	 	 
	 	______________________________
	 	
                    Signature
                      Guaranteed

                  


          


          
            
              
              

            

            
              A-10-7

              
                

              

            

            
              
              

            

          


          DISTRIBUTION
            INSTRUCTIONS

           

          The
            assignee should include the following for purposes of distribution:


           

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


          to
            ___________________________________________________________________________________________________________,

          
            for
              the
              account of
              _______________________________________________________________________________________________,

            account
              number___________, or, if mailed by check, to
              __________________________________________________________________,

            Applicable
              statements should be mailed to
              ____________________________________________________________________________

            _____________________________________________________________________________________________________________.

            This
              information is provided by
              _____________________________________________________________________________________,

            the
              assignee named above, or
              ______________________________________________________________________________________,

            as
              its
              agent.

             

          

        

      

      



      
        
          
          

        

        
          A-10-8

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-11

       

      FORM
        OF
        CLASS M-6 CERTIFICATE

       

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

       

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

       

      THIS
        CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
        CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
        CLASS
        M-4 CERTIFICATES AND THE CLASS M-5 CERTIFICATES TO THE EXTENT DESCRIBED IN
        THE
        POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

       

      
        	
                Carrington
                  Mortgage Loan Trust,

                Series
                  2007-HE1

                 

                Pass-Through
                  Rate: Variable

                 

                Cut-off
                  Date: June 1, 2007

                 

                Date
                  of Pooling and Servicing Agreement: June 1, 2007

                 

                First
                  Distribution Date: July 25, 2007 

                 

                No.
                  1

              	
                Aggregate
                  Certificate Principal Balance of the Class M-6 Certificates as
                  of the
                  Closing Date: $[___________]

                 

                Denomination:
                  $[___________]

                 

                Interim
                  Servicer: EMC Mortgage Corporation

                 

                Trustee:
                  HSBC Bank USA, National Association

                 

                Securities
                  Administrator: Wells Fargo Bank, N.A.

                 

                Closing
                  Date: July 12, 2007

                 

                CUSIP:
                  [___________]

              


      

       

      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
        PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
        AS
        THE DENOMINATION OF THIS CERTIFICATE.

       


      
        
          
          

        

        
          A-11-1

          
            

          

        

        
          
          

        

      


      ASSET-BACKED
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
        consisting primarily of a pool of one- to four-family, adjustable-rate and
        fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
        lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      STANWICH
        ASSET ACCEPTANCE COMPANY, L.L.C.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
        ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE INTERIM SERVICER, THE MASTER
        SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
        AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
        GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class M-6 Certificates as of the Closing
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        M-6 Certificates in REMIC II created pursuant to a Pooling and Servicing
        Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
        Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
        includes any successor entity under the Agreement), the Interim Servicer,
        Carrington Mortgage Services, LLC (the “Servicer”), Wells Fargo Bank, N.A. (the
“Master Servicer” and the “Securities Administrator”) and the Trustee, a summary
        of certain of the pertinent provisions of which is set forth hereafter. 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 the terms of the Agreement, distributions 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 (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the 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 the Holders of Class M-6
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Securities Administrator by wire transfer in
        immediately available funds to the account of the Person entitled thereto
        if
        such Person shall have so notified the Securities Administrator in writing
        at
        least five Business Days prior to the Record Date immediately prior to such
        Distribution Date or otherwise by check mailed by first class mail to the
        address of the Person entitled thereto, as such name and address shall appear
        on
        the Certificate Register. Notwithstanding the above, the final distribution
        on
        this Certificate will be made after due notice by the Securities Administrator
        of the pendency of such distribution and only upon presentation and surrender
        of
        this Certificate at the office or agency appointed by the Securities
        Administrator for that purpose as provided in the Agreement.

      
        
           

          
            
              
              

            

            
              A-11-2

              
                

              

            

            
              
              

            

          

           

        

      

      The
        Pass-Through Rate applicable to the calculation of interest payable with
        respect
        to this Certificate on any Distribution Date shall equal a rate per annum
        equal
        to the lesser of (i) the related Formula Rate for such Distribution Date
        and
        (ii) the related Net WAC Pass-Through Rate for such Distribution
        Date.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset Backed Pass-Through Certificates of the Series specified on the face
        hereof (herein called the “Certificates”) and representing a Percentage Interest
        in the Class of Certificates specified on the face hereof equal to the
        denomination specified on the face hereof divided by the aggregate Certificate
        Principal Balance of the Class of Certificates specified on the face
        hereof.

       

      The
        Certificates are limited in right of payment to certain collections and
        recoveries respecting the Mortgage Loans, all as more specifically set forth
        herein and in the Agreement. As provided in the Agreement, withdrawals from
        the
        Custodial Account and the Certificate Account may be made from time to time
        for
        purposes other than distributions to Certificateholders, such purposes including
        reimbursement of advances made, or certain expenses incurred, with respect
        to
        the Mortgage Loans.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the rights of the Certificateholders under
        the
        Agreement at any time by the Depositor, the Interim Servicer, the Servicer,
        the
        Master Servicer, the Securities Administrator and the Trustee with the consent
        of the Holders of Certificates entitled to at least 66% of the Voting Rights.
        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 herefor 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 Securities Administrator upon surrender of this Certificate for registration
        of transfer at the offices or agencies appointed by the Securities Administrator
        as provided in the Agreement, duly endorsed by, or accompanied by an assignment
        in the form below or other written instrument of transfer in form satisfactory
        to the Securities Administrator 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 evidencing the
        same
        aggregate Percentage Interest will be issued to the designated transferee
        or
        transferees.

       

      Until
        the
        swap agreement terminates in May 2011, this Certificate or any interest therein
        may not be purchased by or transferred to an
        “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
        Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
        ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
        of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
        any entity deemed to hold “plan assets” (within
        the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of any
        of the foregoing (a “Plan”), any
        Person acting, directly or indirectly, on behalf of any such Plan or any
        Person
        acquiring this Certificate with “plan assets” of a Plan.
        Each
        beneficial owner of this Certificate or any interest therein shall be deemed
        to
        have represented, by virtue of its acquisition or holding of this Certificate
        or
        any interest therein, that it is not a Plan, any Person acting, directly
        or
        indirectly, on behalf of any such Plan or any Person acquiring this Certificate
        with “plan assets” of a Plan.

      
        
           

          
            
              
              

            

            
              A-11-3

              
                

              

            

            
              
              

            

          

           

        



      After
        the
        termination of the swap agreement in May 2011, each beneficial owner of this
        Certificate or any interest therein shall be deemed to have represented,
        by
        virtue of its acquisition or holding of this Certificate or any interest
        therein, that either (A) it is not a Plan, any Person acting, directly or
        indirectly, on behalf of any such Plan or any Person acquiring this Certificate
        with “plan assets” of a Plan, (B) it has acquired and is holding this
        Certificate in reliance on the Underwriters’ Exemption, and that it understands
        that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
        purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
        and this Certificate is so rated, that it is an accredited investor as defined
        in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
        and
        that it will obtain a representation from any transferee that such transferee
        is
        an accredited investor, or (C) (1) it is an insurance company, (2) the source
        of
        funds used to acquire or hold this Certificate or any interest therein is
        an
“insurance company general account,” as such term is defined in Prohibited
        Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections
        I and III of PTCE 95-60 have been satisfied.

       

      If
        this
        Certificate or any interest therein is acquired or held in violation of the
        provisions of Section 5.02(c) of the Agreement, the next preceding permitted
        beneficial owner will be treated as the beneficial owner of this Certificate
        retroactive to the date of transfer to the purported beneficial owner. Any
        purported beneficial owner whose acquisition or holding of any this Certificate
        or any interest therein was effected in violation of the provisions of Section
        5.02(c) of the Agreement shall indemnify and hold harmless the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the Trust Fund from and against any and all
        liabilities, claims, costs or expenses incurred by those parties as a result
        of
        that acquisition or holding.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations 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 of Certificates,
        but the Securities Administrator may require payment of a sum sufficient
        to
        cover any tax or other governmental charge that may be imposed in connection
        with any transfer or exchange of Certificates.

      
        
           

          
            
              
              

            

            
              A-11-4

              
                

              

            

            
              
              

            

          

           

        

      

      The
        Depositor, the Interim Servicer, the Servicer, the Master Servicer, the
        Securities Administrator, the Trustee and any agent of the Depositor, the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator or the Trustee may treat the Person in whose name this Certificate
        is registered as the owner hereof for all purposes, and none of the Depositor,
        the Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee nor any such agent shall be affected by notice
        to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Securities Administrator and required to be paid to them pursuant to the
        Agreement following the earlier of (i) the final payment or other liquidation
        (or any advance with respect thereto) of the last Mortgage Loan and REO Property
        remaining in REMIC I and (ii) the purchase by the party designated in the
        Agreement at a price determined as provided in the Agreement from REMIC I
        of all
        the Mortgage Loans and all property acquired in respect of such Mortgage
        Loans.
        The Agreement permits, but does not require, the party designated in the
        Agreement to purchase from REMIC I all the Mortgage Loans and all property
        acquired in respect of any Mortgage Loan at a price determined as provided
        in
        the Agreement. The exercise of such right will effect early retirement of
        the
        Certificates; however, such right to purchase is subject to the aggregate
        Stated
        Principal Balance of the Mortgage Loans at the time of purchase being less
        than
        10% of the aggregate Stated Principal Balance of the Mortgage Loans as of
        the
        Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor and
        the
        Trustee and the Securities Administrator assume no responsibility for their
        correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Securities
        Administrator, by manual signature, this Certificate shall not be entitled
        to
        any benefit under the Agreement or be valid for any purpose.

       


      
        
          
          

        

        
          A-11-5

          
            

          

        

        
          
          

        

      


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

       

      Dated:
        July [__], 2007

       

      


      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:
                  _____________________________________________ 
                  Authorized
                    Officer

                

              


      

       

      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

       

      


      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:
                  _____________________________________________ 
                  Authorized
                    Signatory

                

              


      

       

       

      


       

      



      
        
          
          

        

        
          A-11-6

          
            

          

        

        
          
          

        

      


      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations: 

      
         

        
          	
                  TEN
                    COM -

                	
                  as
                    tenants in common

                	
                  UNIF
                    GIFT MIN ACT -

                	
                                 Custodian               

                
	 	 	 	
                  (Cust)     (Minor)

                
	
                  TEN
                    ENT -

                	
                  as
                    tenants by the entireties

                	 	
                  under
                    Uniform Gifts

                
	 	 	 	
                  to
                    Minors Act

                
	
                  JT
                    TEN -

                	
                  as
                    joint tenants with right of 

                	 	
                   _________________

                
	 	
                  survivorship
                    and not as

                	 	
                  (State)

                
	 	
                  tenants
                    in common

                	 	 


        

         

      

      Additional
        abbreviations may also be used though not in the above list.

       

      


      ASSIGNMENT

      
        
           

          FOR
            VALUE
            RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
            _____________________________

          _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________(Please
            print or typewrite name, address including postal zip code, and Taxpayer
            Identification Number of assignee) a Percentage Interest equal to ____%
            evidenced by the within Asset Backed Pass-Through Certificates and hereby
            authorize(s) the registration of transfer of such interest to assignee
            on the
            Certificate Register of the Trust Fund.

           

          I
            (we)
            further direct the Securities Administrator to issue a new Certificate
            of a like
            Percentage Interest and Class to the above named assignee and deliver
            such
            Certificate to the following address:
            _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________.


          Dated:

           

          
            	 	______________________________
	 	
                    Signature
                      by or on behalf of assignor

                  
	 	 
	 	 
	 	______________________________
	 	
                    Signature
                      Guaranteed

                  


          


          
            
              
              

            

            
              A-11-7

              
                

              

            

            
              
              

            

          


          DISTRIBUTION
            INSTRUCTIONS

           

          The
            assignee should include the following for purposes of distribution:


           

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


          to
            ___________________________________________________________________________________________________________,

          
            for
              the
              account of
              _______________________________________________________________________________________________,

            account
              number___________, or, if mailed by check, to
              __________________________________________________________________,

            Applicable
              statements should be mailed to
              ____________________________________________________________________________

            _____________________________________________________________________________________________________________.

            This
              information is provided by
              _____________________________________________________________________________________,

            the
              assignee named above, or
              ______________________________________________________________________________________,

            as
              its
              agent.

             

          

        

      

       

      



      
        
          
          

        

        
          A-11-8

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-12

       

      FORM
        OF
        CLASS M-7 CERTIFICATE

       

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

       

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

       

      THIS
        CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
        CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
        CLASS
        M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES AND THE M-6 CERTIFICATES TO
        THE
        EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO
        HEREIN.

       

      
        	
                Carrington
                  Mortgage Loan Trust,

                Series
                  2007-HE1

                 

                Pass-Through
                  Rate: Variable

                 

                Cut-off
                  Date: June 1, 2007

                 

                Date
                  of Pooling and Servicing Agreement: June 1, 2007

                 

                First
                  Distribution Date: July 25, 2007 

                 

                No.
                  1

              	
                Aggregate
                  Certificate Principal Balance of the Class M-7 Certificates as
                  of the
                  Closing Date: $[___________]

                 

                Denomination:
                  $[___________]

                 

                Interim
                  Servicer: EMC Mortgage Corporation

                 

                Trustee:
                  HSBC Bank USA, National Association

                 

                Securities
                  Administrator: Wells Fargo Bank, N.A.

                 

                Closing
                  Date: July 12, 2007

                 

                CUSIP:
                  [___________]

              


      

       

      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
        PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
        AS
        THE DENOMINATION OF THIS CERTIFICATE.

       


      
        
          
          

        

        
          A-12-1

          
            

          

        

        
          
          

        

      


      ASSET-BACKED
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
        consisting primarily of a pool of one- to four-family, adjustable-rate and
        fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
        lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      STANWICH
        ASSET ACCEPTANCE COMPANY, L.L.C.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
        ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE INTERIM SERVICER, THE MASTER
        SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
        AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
        GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class M-7 Certificates as of the Closing
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        M-7 Certificates in REMIC II created pursuant to a Pooling and Servicing
        Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
        Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
        includes any successor entity under the Agreement), the Interim Servicer,
        Carrington Mortgage Services, LLC (the “Servicer”), Wells Fargo Bank, N.A. (the
“Master Servicer” and the “Securities Administrator”) and the Trustee, a summary
        of certain of the pertinent provisions of which is set forth hereafter. 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 the terms of the Agreement, distributions 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 (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the 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 the Holders of Class M-7
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Securities Administrator by wire transfer in
        immediately available funds to the account of the Person entitled thereto
        if
        such Person shall have so notified the Securities Administrator in writing
        at
        least five Business Days prior to the Record Date immediately prior to such
        Distribution Date or otherwise by check mailed by first class mail to the
        address of the Person entitled thereto, as such name and address shall appear
        on
        the Certificate Register. Notwithstanding the above, the final distribution
        on
        this Certificate will be made after due notice by the Securities Administrator
        of the pendency of such distribution and only upon presentation and surrender
        of
        this Certificate at the office or agency appointed by the Securities
        Administrator for that purpose as provided in the Agreement.

      
        
           

          
            
              
              

            

            
              A-12-2

              
                

              

            

            
              
              

            

          

           

        

      

      The
        Pass-Through Rate applicable to the calculation of interest payable with
        respect
        to this Certificate on any Distribution Date shall equal a rate per annum
        equal
        to the lesser of (i) the related Formula Rate for such Distribution Date
        and
        (ii) the related Net WAC Pass-Through Rate for such Distribution
        Date.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset Backed Pass-Through Certificates of the Series specified on the face
        hereof (herein called the “Certificates”) and representing a Percentage Interest
        in the Class of Certificates specified on the face hereof equal to the
        denomination specified on the face hereof divided by the aggregate Certificate
        Principal Balance of the Class of Certificates specified on the face
        hereof.

       

      The
        Certificates are limited in right of payment to certain collections and
        recoveries respecting the Mortgage Loans, all as more specifically set forth
        herein and in the Agreement. As provided in the Agreement, withdrawals from
        the
        Custodial Account and the Certificate Account may be made from time to time for
        purposes other than distributions to Certificateholders, such purposes including
        reimbursement of advances made, or certain expenses incurred, with respect
        to
        the Mortgage Loans.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the rights of the Certificateholders under
        the
        Agreement at any time by the Depositor, the Interim Servicer, the Servicer,
        the
        Master Servicer, the Securities Administrator and the Trustee with the consent
        of the Holders of Certificates entitled to at least 66% of the Voting Rights.
        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 herefor 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 Securities Administrator upon surrender of this Certificate for registration
        of transfer at the offices or agencies appointed by the Securities Administrator
        as provided in the Agreement, duly endorsed by, or accompanied by an assignment
        in the form below or other written instrument of transfer in form satisfactory
        to the Securities Administrator 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 evidencing the
        same
        aggregate Percentage Interest will be issued to the designated transferee
        or
        transferees.

       

      Until
        the
        swap agreement terminates in May 2011, this Certificate or any interest therein
        may not be purchased by or transferred to an
        “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
        Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
        ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
        of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
        any entity deemed to hold “plan assets” (within
        the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of any
        of the foregoing (a “Plan”), any
        Person acting, directly or indirectly, on behalf of any such Plan or any
        Person
        acquiring this Certificate with “plan assets” of a Plan.
        Each
        beneficial owner of this Certificate or any interest therein shall be deemed
        to
        have represented, by virtue of its acquisition or holding of this Certificate
        or
        any interest therein, that it is not a Plan, any Person acting, directly
        or
        indirectly, on behalf of any such Plan or any Person acquiring this Certificate
        with “plan assets” of a Plan.

      
        
           

          
            
              
              

            

            
              A-12-3

              
                

              

            

            
              
              

            

          

           

        



      After
        the
        termination of the swap agreement in May 2011, each beneficial owner of this
        Certificate or any interest therein shall be deemed to have represented,
        by
        virtue of its acquisition or holding of this Certificate or any interest
        therein, that either (A) it is not a Plan, any Person acting, directly or
        indirectly, on behalf of any such Plan or any Person acquiring this Certificate
        with “plan assets” of a Plan, (B) it has acquired and is holding this
        Certificate in reliance on the Underwriters’ Exemption, and that it understands
        that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
        purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
        and this Certificate is so rated, that it is an accredited investor as defined
        in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
        and
        that it will obtain a representation from any transferee that such transferee
        is
        an accredited investor, or (C) (1) it is an insurance company, (2) the source
        of
        funds used to acquire or hold this Certificate or any interest therein is
        an
“insurance company general account,” as such term is defined in Prohibited
        Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections
        I and III of PTCE 95-60 have been satisfied.

       

      If
        this
        Certificate or any interest therein is acquired or held in violation of the
        provisions of Section 5.02(c) of the Agreement, the next preceding permitted
        beneficial owner will be treated as the beneficial owner of this Certificate
        retroactive to the date of transfer to the purported beneficial owner. Any
        purported beneficial owner whose acquisition or holding of any this Certificate
        or any interest therein was effected in violation of the provisions of Section
        5.02(c) of the Agreement shall indemnify and hold harmless the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the Trust Fund from and against any and all
        liabilities, claims, costs or expenses incurred by those parties as a result
        of
        that acquisition or holding.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations 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 of Certificates,
        but the Securities Administrator may require payment of a sum sufficient
        to
        cover any tax or other governmental charge that may be imposed in connection
        with any transfer or exchange of Certificates.

      
        
           

          
            
              
              

            

            
              A-12-4

              
                

              

            

            
              
              

            

          

           

        

      

      The
        Depositor, the Interim Servicer, the Servicer, the Master Servicer, the
        Securities Administrator, the Trustee and any agent of the Depositor, the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator or the Trustee may treat the Person in whose name this Certificate
        is registered as the owner hereof for all purposes, and none of the Depositor,
        the Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee nor any such agent shall be affected by notice
        to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Securities Administrator and required to be paid to them pursuant to the
        Agreement following the earlier of (i) the final payment or other liquidation
        (or any advance with respect thereto) of the last Mortgage Loan and REO Property
        remaining in REMIC I and (ii) the purchase by the party designated in the
        Agreement at a price determined as provided in the Agreement from REMIC I
        of all
        the Mortgage Loans and all property acquired in respect of such Mortgage
        Loans.
        The Agreement permits, but does not require, the party designated in the
        Agreement to purchase from REMIC I all the Mortgage Loans and all property
        acquired in respect of any Mortgage Loan at a price determined as provided
        in
        the Agreement. The exercise of such right will effect early retirement of
        the
        Certificates; however, such right to purchase is subject to the aggregate
        Stated
        Principal Balance of the Mortgage Loans at the time of purchase being less
        than
        10% of the aggregate Stated Principal Balance of the Mortgage Loans as of
        the
        Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor and
        the
        Trustee and the Securities Administrator assume no responsibility for their
        correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Securities
        Administrator, by manual signature, this Certificate shall not be entitled
        to
        any benefit under the Agreement or be valid for any purpose.

       


      
        
          
          

        

        
          A-12-5

          
            

          

        

        
          
          

        

      


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

       

      Dated:
        July [__], 2007

      
         

        


        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A., as Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:
                    _____________________________________________ 
                    Authorized
                      Officer

                  

                


        

         

      

      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      
         

        


        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A., as Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:
                    _____________________________________________ 
                    Authorized
                      Signatory

                  

                


        

         

      

      


       

      


      



      
        
          
          

        

        
          A-12-6

          
            

          

        

        
          
          

        

      


      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations: 

      
         

        
          	
                  TEN
                    COM -

                	
                  as
                    tenants in common

                	
                  UNIF
                    GIFT MIN ACT -

                	
                                 Custodian               

                
	 	 	 	
                  (Cust)     (Minor)

                
	
                  TEN
                    ENT -

                	
                  as
                    tenants by the entireties

                	 	
                  under
                    Uniform Gifts

                
	 	 	 	
                  to
                    Minors Act

                
	
                  JT
                    TEN -

                	
                  as
                    joint tenants with right of 

                	 	
                   _________________

                
	 	
                  survivorship
                    and not as

                	 	
                  (State)

                
	 	
                  tenants
                    in common

                	 	 


        

         

      

      Additional
        abbreviations may also be used though not in the above list.

       

      


      ASSIGNMENT

      
        
           

          FOR
            VALUE
            RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
            _____________________________

          _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________(Please
            print or typewrite name, address including postal zip code, and Taxpayer
            Identification Number of assignee) a Percentage Interest equal to ____%
            evidenced by the within Asset Backed Pass-Through Certificates and hereby
            authorize(s) the registration of transfer of such interest to assignee
            on the
            Certificate Register of the Trust Fund.

           

          I
            (we)
            further direct the Securities Administrator to issue a new Certificate
            of a like
            Percentage Interest and Class to the above named assignee and deliver
            such
            Certificate to the following address:
            _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________.


          Dated:

           

          
            	 	______________________________
	 	
                    Signature
                      by or on behalf of assignor

                  
	 	 
	 	 
	 	______________________________
	 	
                    Signature
                      Guaranteed

                  


          


          
            
              
              

            

            
              A-12-7

              
                

              

            

            
              
              

            

          


          DISTRIBUTION
            INSTRUCTIONS

           

          The
            assignee should include the following for purposes of distribution:


           

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


          to
            ___________________________________________________________________________________________________________,

          
            for
              the
              account of
              _______________________________________________________________________________________________,

            account
              number___________, or, if mailed by check, to
              __________________________________________________________________,

            Applicable
              statements should be mailed to
              ____________________________________________________________________________

            _____________________________________________________________________________________________________________.

            This
              information is provided by
              _____________________________________________________________________________________,

            the
              assignee named above, or
              ______________________________________________________________________________________,

            as
              its
              agent.

             

          

        

      

      


       


      
        
          
          

        

        
          A-12-8

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-13

       

      FORM
        OF
        CLASS M-8 CERTIFICATE

       

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

       

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

       

      THIS
        CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
        CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
        CLASS
        M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES
        AND THE
        CLASS M-7 CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING
        AGREEMENT REFERRED TO HEREIN.

       

       

       


      
        
          
          

        

        
          A-13-1

          
            

          

        

        
          
          

        

      


      


       

      
        	
                Carrington
                  Mortgage Loan Trust,

                Series
                  2007-HE1

                 

                Pass-Through
                  Rate: Variable

                 

                Cut-off
                  Date: June 1, 2007

                 

                Date
                  of Pooling and Servicing Agreement: June 1, 2007

                 

                First
                  Distribution Date: July 25, 2007 

                 

                No.
                  1

              	
                Aggregate
                  Certificate Principal Balance of the Class M-8 Certificates as
                  of the
                  Closing Date: $[___________]

                 

                Denomination:
                  $[___________]

                 

                Interim
                  Servicer: EMC Mortgage Corporation

                 

                Trustee:
                  HSBC Bank USA, National Association

                 

                Securities
                  Administrator: Wells Fargo Bank, N.A.

                 

                Closing
                  Date: July 12, 2007

                 

                CUSIP:
                  [___________]

              


      

      


      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
        PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
        AS
        THE DENOMINATION OF THIS CERTIFICATE.

       


      
        
          
          

        

        
          A-13-2

          
            

          

        

        
          
          

        

      


      ASSET-BACKED
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
        consisting primarily of a pool of one- to four-family, adjustable-rate and
        fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
        lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      STANWICH
        ASSET ACCEPTANCE COMPANY, L.L.C.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
        ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE INTERIM SERVICER, THE MASTER
        SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
        AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
        GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class M-8 Certificates as of the Closing
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        M-8 Certificates in REMIC II created pursuant to a Pooling and Servicing
        Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
        Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
        includes any successor entity under the Agreement), the Interim Servicer,
        Carrington Mortgage Services, LLC (the “Servicer”), Wells Fargo Bank, N.A. (the
“Master Servicer” and the “Securities Administrator”) and the Trustee, a summary
        of certain of the pertinent provisions of which is set forth hereafter. 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 the terms of the Agreement, distributions 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 (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the 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 the Holders of Class M-8
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Securities Administrator by wire transfer in
        immediately available funds to the account of the Person entitled thereto
        if
        such Person shall have so notified the Securities Administrator in writing
        at
        least five Business Days prior to the Record Date immediately prior to such
        Distribution Date or otherwise by check mailed by first class mail to the
        address of the Person entitled thereto, as such name and address shall appear
        on
        the Certificate Register. Notwithstanding the above, the final distribution
        on
        this Certificate will be made after due notice by the Securities Administrator
        of the pendency of such distribution and only upon presentation and surrender
        of
        this Certificate at the office or agency appointed by the Securities
        Administrator for that purpose as provided in the Agreement.

      
        
           

          
            
              
              

            

            
              A-13-3

              
                

              

            

            
              
              

            

          

           

        

      

      The
        Pass-Through Rate applicable to the calculation of interest payable with
        respect
        to this Certificate on any Distribution Date shall equal a rate per annum
        equal
        to the lesser of (i) the related Formula Rate for such Distribution Date
        and
        (ii) the related Net WAC Pass-Through Rate for such Distribution
        Date.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset Backed Pass-Through Certificates of the Series specified on the face
        hereof (herein called the “Certificates”) and representing a Percentage Interest
        in the Class of Certificates specified on the face hereof equal to the
        denomination specified on the face hereof divided by the aggregate Certificate
        Principal Balance of the Class of Certificates specified on the face
        hereof.

       

      The
        Certificates are limited in right of payment to certain collections and
        recoveries respecting the Mortgage Loans, all as more specifically set forth
        herein and in the Agreement. As provided in the Agreement, withdrawals from
        the
        Custodial Account and the Certificate Account may be made from time to time
        for
        purposes other than distributions to Certificateholders, such purposes including
        reimbursement of advances made, or certain expenses incurred, with respect
        to
        the Mortgage Loans.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the rights of the Certificateholders under
        the
        Agreement at any time by the Depositor, the Interim Servicer, the Servicer,
        the
        Master Servicer, the Securities Administrator and the Trustee with the consent
        of the Holders of Certificates entitled to at least 66% of the Voting Rights.
        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 herefor 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 Securities Administrator upon surrender of this Certificate for registration
        of transfer at the offices or agencies appointed by the Securities Administrator
        as provided in the Agreement, duly endorsed by, or accompanied by an assignment
        in the form below or other written instrument of transfer in form satisfactory
        to the Securities Administrator 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 evidencing the
        same
        aggregate Percentage Interest will be issued to the designated transferee
        or
        transferees.

       

      Until
        the
        swap agreement terminates in May 2011, this Certificate or any interest therein
        may not be purchased by or transferred to an
        “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
        Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
        ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
        of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
        any entity deemed to hold “plan assets” (within
        the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of any
        of the foregoing (a “Plan”), any
        Person acting, directly or indirectly, on behalf of any such Plan or any
        Person
        acquiring this Certificate with “plan assets” of a Plan.
        Each
        beneficial owner of this Certificate or any interest therein shall be deemed
        to
        have represented, by virtue of its acquisition or holding of this Certificate
        or
        any interest therein, that it is not a Plan, any Person acting, directly
        or
        indirectly, on behalf of any such Plan or any Person acquiring this Certificate
        with “plan assets” of a Plan.

      
        
           

          
            
              
              

            

            
              A-13-4

              
                

              

            

            
              
              

            

          

           

        



      After
        the
        termination of the swap agreement in May 2011, each beneficial owner of this
        Certificate or any interest therein shall be deemed to have represented,
        by
        virtue of its acquisition or holding of this Certificate or any interest
        therein, that either (A) it is not a Plan, any Person acting, directly or
        indirectly, on behalf of any such Plan or any Person acquiring this Certificate
        with “plan assets” of a Plan, (B) it has acquired and is holding this
        Certificate in reliance on the Underwriters’ Exemption, and that it understands
        that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
        purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
        and this Certificate is so rated, that it is an accredited investor as defined
        in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
        and
        that it will obtain a representation from any transferee that such transferee
        is
        an accredited investor, or (C) (1) it is an insurance company, (2) the source
        of
        funds used to acquire or hold this Certificate or any interest therein is
        an
“insurance company general account,” as such term is defined in Prohibited
        Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections
        I and III of PTCE 95-60 have been satisfied.

       

      If
        this
        Certificate or any interest therein is acquired or held in violation of the
        provisions of Section 5.02(c) of the Agreement, the next preceding permitted
        beneficial owner will be treated as the beneficial owner of this Certificate
        retroactive to the date of transfer to the purported beneficial owner. Any
        purported beneficial owner whose acquisition or holding of any this Certificate
        or any interest therein was effected in violation of the provisions of Section
        5.02(c) of the Agreement shall indemnify and hold harmless the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the Trust Fund from and against any and all
        liabilities, claims, costs or expenses incurred by those parties as a result
        of
        that acquisition or holding.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations 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 of Certificates,
        but the Securities Administrator may require payment of a sum sufficient
        to
        cover any tax or other governmental charge that may be imposed in connection
        with any transfer or exchange of Certificates.

      
        
           

          
            
              
              

            

            
              A-13-5

              
                

              

            

            
              
              

            

          

           

        

      

      The
        Depositor, the Interim Servicer, the Servicer, the Master Servicer, the
        Securities Administrator, the Trustee and any agent of the Depositor, the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator or the Trustee may treat the Person in whose name this Certificate
        is registered as the owner hereof for all purposes, and none of the Depositor,
        the Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee nor any such agent shall be affected by notice
        to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Securities Administrator and required to be paid to them pursuant to the
        Agreement following the earlier of (i) the final payment or other liquidation
        (or any advance with respect thereto) of the last Mortgage Loan and REO Property
        remaining in REMIC I and (ii) the purchase by the party designated in the
        Agreement at a price determined as provided in the Agreement from REMIC I
        of all
        the Mortgage Loans and all property acquired in respect of such Mortgage
        Loans.
        The Agreement permits, but does not require, the party designated in the
        Agreement to purchase from REMIC I all the Mortgage Loans and all property
        acquired in respect of any Mortgage Loan at a price determined as provided
        in
        the Agreement. The exercise of such right will effect early retirement of
        the
        Certificates; however, such right to purchase is subject to the aggregate
        Stated
        Principal Balance of the Mortgage Loans at the time of purchase being less
        than
        10% of the aggregate Stated Principal Balance of the Mortgage Loans as of
        the
        Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor and
        the
        Trustee and the Securities Administrator assume no responsibility for their
        correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Securities
        Administrator, by manual signature, this Certificate shall not be entitled
        to
        any benefit under the Agreement or be valid for any purpose.

       


      
        
          
          

        

        
          A-13-6

          
            

          

        

        
          
          

        

      


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

       

      Dated:
        July [__], 2007

      
         

        


        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A., as Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:
                    _____________________________________________ 
                    Authorized
                      Officer

                  

                


        

         

      

      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      
         

        


        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A., as Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:
                    _____________________________________________ 
                    Authorized
                      Signatory

                  

                


        

         

      

      


       

      



      
        
          
          

        

        
          A-13-7

          
            

          

        

        
          
          

        

      


      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations: 

      
         

        
          	
                  TEN
                    COM -

                	
                  as
                    tenants in common

                	
                  UNIF
                    GIFT MIN ACT -

                	
                                 Custodian               

                
	 	 	 	
                  (Cust)     (Minor)

                
	
                  TEN
                    ENT -

                	
                  as
                    tenants by the entireties

                	 	
                  under
                    Uniform Gifts

                
	 	 	 	
                  to
                    Minors Act

                
	
                  JT
                    TEN -

                	
                  as
                    joint tenants with right of 

                	 	
                   _________________

                
	 	
                  survivorship
                    and not as

                	 	
                  (State)

                
	 	
                  tenants
                    in common

                	 	 


        

         

      

      Additional
        abbreviations may also be used though not in the above list.

       

      


      ASSIGNMENT

      
        
           

          FOR
            VALUE
            RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
            _____________________________

          _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________(Please
            print or typewrite name, address including postal zip code, and Taxpayer
            Identification Number of assignee) a Percentage Interest equal to ____%
            evidenced by the within Asset Backed Pass-Through Certificates and hereby
            authorize(s) the registration of transfer of such interest to assignee
            on the
            Certificate Register of the Trust Fund.

           

          I
            (we)
            further direct the Securities Administrator to issue a new Certificate
            of a like
            Percentage Interest and Class to the above named assignee and deliver
            such
            Certificate to the following address:
            _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________.


          Dated:

           

          
            	 	______________________________
	 	
                    Signature
                      by or on behalf of assignor

                  
	 	 
	 	 
	 	______________________________
	 	
                    Signature
                      Guaranteed

                  


          


          
            
              
              

            

            
              A-13-8

              
                

              

            

            
              
              

            

          


          DISTRIBUTION
            INSTRUCTIONS

           

          The
            assignee should include the following for purposes of distribution:


           

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


          to
            ___________________________________________________________________________________________________________,

          
            for
              the
              account of
              _______________________________________________________________________________________________,

            account
              number___________, or, if mailed by check, to
              __________________________________________________________________,

            Applicable
              statements should be mailed to
              ____________________________________________________________________________

            _____________________________________________________________________________________________________________.

            This
              information is provided by
              _____________________________________________________________________________________,

            the
              assignee named above, or
              ______________________________________________________________________________________,

            as
              its
              agent.

          

        

      


      
        
          
          

        

        
          A-13-9

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-14

       

      FORM
        OF
        CLASS M-9 CERTIFICATE

       

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

       

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

       

      THIS
        CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, THE CLASS M-1
        CERTIFICATES, THE CLASS M-2 CERTIFICATES, THE CLASS M-3 CERTIFICATES, THE
        CLASS
        M-4 CERTIFICATES, THE CLASS M-5 CERTIFICATES, THE CLASS M-6 CERTIFICATES,
        THE
        CLASS M-7 CERTIFICATES AND CLASS M-8 CERTIFICATES TO THE EXTENT DESCRIBED
        IN THE
        POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
        OR
        TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
        OR
        TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
        ACT AND
        UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
        OF SECTION 5.02 OF THE AGREEMENT.

       


      
        
          
          

        

        
          A-14-1

          
            

          

        

        
          
          

        

      


      


       

      
        	
                Carrington
                  Mortgage Loan Trust,

                Series
                  2007-HE1

                 

                Pass-Through
                  Rate: Variable

                 

                Cut-off
                  Date: June 1, 2007

                 

                Date
                  of Pooling and Servicing Agreement: June 1, 2007

                 

                First
                  Distribution Date: July 25, 2007 

                 

                No.
                  1

              	
                Aggregate
                  Certificate Principal Balance of the Class M-9 Certificates as
                  of the
                  Closing Date: $[___________]

                 

                Denomination:
                  $[___________]

                 

                Interim
                  Servicer: EMC Mortgage Corporation

                 

                Trustee:
                  HSBC Bank USA, National Association

                 

                Securities
                  Administrator: Wells Fargo Bank, N.A.

                 

                Closing
                  Date: July 12, 2007

                 

                CUSIP:
                  [___________]

              


      

      


      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
        PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
        AS
        THE DENOMINATION OF THIS CERTIFICATE.

       


      
        
          
          

        

        
          A-14-2

          
            

          

        

        
          
          

        

      


      ASSET-BACKED
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
        consisting primarily of a pool of one- to four-family, adjustable-rate and
        fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
        lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      STANWICH
        ASSET ACCEPTANCE COMPANY, L.L.C.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
        ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE INTERIM SERVICER, THE MASTER
        SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
        AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
        GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Cede & Co. is the registered owner of a Percentage Interest
        (obtained by dividing the denomination of this Certificate by the aggregate
        Certificate Principal Balance of the Class M-9 Certificates as of the Closing
        Date) in that certain beneficial ownership interest evidenced by all the
        Class
        M-9 Certificates in REMIC II created pursuant to a Pooling and Servicing
        Agreement, dated as specified above (the “Agreement”), among Stanwich Asset
        Acceptance Company, L.L.C. (hereinafter called the “Depositor,” which term
        includes any successor entity under the Agreement), the Interim Servicer,
        Carrington Mortgage Services, LLC (the “Servicer”), Wells Fargo Bank, N.A. (the
“Master Servicer” and the “Securities Administrator”) and the Trustee, a summary
        of certain of the pertinent provisions of which is set forth hereafter. 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 the terms of the Agreement, distributions 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 (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the 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 the Holders of Class M-9
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Securities Administrator by wire transfer in
        immediately available funds to the account of the Person entitled thereto
        if
        such Person shall have so notified the Securities Administrator in writing
        at
        least five Business Days prior to the Record Date immediately prior to such
        Distribution Date or otherwise by check mailed by first class mail to the
        address of the Person entitled thereto, as such name and address shall appear
        on
        the Certificate Register. Notwithstanding the above, the final distribution
        on
        this Certificate will be made after due notice by the Securities Administrator
        of the pendency of such distribution and only upon presentation and surrender
        of
        this Certificate at the office or agency appointed by the Securities
        Administrator for that purpose as provided in the Agreement.

      
        
           

          
            
              
              

            

            
              A-14-3

              
                

              

            

            
              
              

            

          

           

        

      

      The
        Pass-Through Rate applicable to the calculation of interest payable with
        respect
        to this Certificate on any Distribution Date shall equal a rate per annum
        equal
        to the lesser of (i) the related Formula Rate for such Distribution Date
        and
        (ii) the related Net WAC Pass-Through Rate for such Distribution
        Date.

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset Backed Pass-Through Certificates of the Series specified on the face
        hereof (herein called the “Certificates”) and representing a Percentage Interest
        in the Class of Certificates specified on the face hereof equal to the
        denomination specified on the face hereof divided by the aggregate Certificate
        Principal Balance of the Class of Certificates specified on the face
        hereof.

       

      The
        Certificates are limited in right of payment to certain collections and
        recoveries respecting the Mortgage Loans, all as more specifically set forth
        herein and in the Agreement. As provided in the Agreement, withdrawals from
        the
        Custodial Account and the Certificate Account may be made from time to time
        for
        purposes other than distributions to Certificateholders, such purposes including
        reimbursement of advances made, or certain expenses incurred, with respect
        to
        the Mortgage Loans.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the rights of the Certificateholders under
        the
        Agreement at any time by the Depositor, the Interim Servicer, the Servicer,
        the
        Master Servicer, the Securities Administrator and the Trustee with the consent
        of the Holders of Certificates entitled to at least 66% of the Voting Rights.
        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 herefor 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 Securities Administrator upon surrender of this Certificate for registration
        of transfer at the offices or agencies appointed by the Securities Administrator
        as provided in the Agreement, duly endorsed by, or accompanied by an assignment
        in the form below or other written instrument of transfer in form satisfactory
        to the Securities Administrator 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 evidencing the
        same
        aggregate Percentage Interest will be issued to the designated transferee
        or
        transferees.

       

      No
        transfer of this Certificate shall be made unless the transfer is made pursuant
        to an effective registration statement under the Securities Act of 1933,
        as
        amended (the “1933 Act”), and an effective registration or qualification under
        applicable state securities laws, or is made in a transaction that does not
        require such registration or qualification. In the event that such a transfer
        of
        this Certificate is to be made without registration or qualification, the
        Securities Administrator shall require receipt of (i) if such transfer is
        purportedly being made in reliance upon Rule 144A under the 1933 Act, written
        certifications from the Holder of the Certificate desiring to effect the
        transfer, and from such Holder’s prospective transferee, substantially in the
        forms attached to the Agreement as Exhibit
        F-1,
        and
        (ii) in all other cases, an Opinion of Counsel satisfactory to it that such
        transfer may be made without such registration or qualification (which Opinion
        of Counsel shall not be an expense of the Trust Fund or of the Depositor,
        the
        Securities Administrator, the Master Servicer, the Trustee, the Interim Servicer
        or the Servicer in their respective capacities as such), together with copies
        of
        the written certification(s) of the Holder of the Certificate desiring to
        effect
        the transfer and/or such Holder’s prospective transferee upon which such Opinion
        of Counsel is based. None of the Depositor, the Securities Administrator
        or the
        Trustee is obligated to register or qualify the Class of Certificates specified
        on the face hereof under the 1933 Act or any other securities law or to take
        any
        action not otherwise required under the Agreement to permit the transfer
        of such
        Certificates without registration or qualification. Any Holder desiring to
        effect a transfer of this Certificate shall be required to indemnify the
        Trustee, the Depositor, the Securities Administrator, the Master Servicer,
        the
        Interim Servicer and the Servicer 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.

      
        
           

          
            
              
              

            

            
              A-14-4

              
                

              

            

            
              
              

            

          

           

        

      

      Until
        the
        swap agreement terminates in May 2011, this Certificate or any interest therein
        may not be purchased by or transferred to an
        “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
        Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
        ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
        of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
        any entity deemed to hold “plan assets” (within
        the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of any
        of the foregoing (a “Plan”), any
        Person acting, directly or indirectly, on behalf of any such Plan or any
        Person
        acquiring this Certificate with “plan assets” of a Plan.
        Each
        beneficial owner of this Certificate or any interest therein shall be deemed
        to
        have represented, by virtue of its acquisition or holding of this Certificate
        or
        any interest therein, that it is not a Plan, any Person acting, directly
        or
        indirectly, on behalf of any such Plan or any Person acquiring this Certificate
        with “plan assets” of a Plan.

      


      After
        the
        termination of the swap agreement in May 2011, each beneficial owner of this
        Certificate or any interest therein shall be deemed to have represented,
        by
        virtue of its acquisition or holding of this Certificate or any interest
        therein, that either (A) it is not a Plan, any Person acting, directly or
        indirectly, on behalf of any such Plan or any Person acquiring this Certificate
        with “plan assets” of a Plan, (B) it has acquired and is holding this
        Certificate in reliance on the Underwriters’ Exemption, and that it understands
        that there are certain conditions to the availability of the Underwriters’
Exemption, including that this Certificate must be rated, at the time of
        purchase, not lower than “BBB-” (or its equivalent) by Fitch, S&P or Moody’s
        and this Certificate is so rated, that it is an accredited investor as defined
        in Rule 501(a)(1) of Regulation D of the Securities Act of 1933, as amended,
        and
        that it will obtain a representation from any transferee that such transferee
        is
        an accredited investor, or (C) (1) it is an insurance company, (2) the source
        of
        funds used to acquire or hold this Certificate or any interest therein is
        an
“insurance company general account,” as such term is defined in Prohibited
        Transaction Class Exemption, or PTCE, 95-60, and (3) the conditions in Sections
        I and III of PTCE 95-60 have been satisfied.

      
        
           

          
            
              
              

            

            
              A-14-5

              
                

              

            

            
              
              

            

          

           

        

      

      If
        this
        Certificate or any interest therein is acquired or held in violation of the
        provisions of Section 5.02(c) of the Agreement, the next preceding permitted
        beneficial owner will be treated as the beneficial owner of this Certificate
        retroactive to the date of transfer to the purported beneficial owner. Any
        purported beneficial owner whose acquisition or holding of any this Certificate
        or any interest therein was effected in violation of the provisions of Section
        5.02(c) of the Agreement shall indemnify and hold harmless the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the Trust Fund from and against any and all
        liabilities, claims, costs or expenses incurred by those parties as a result
        of
        that acquisition or holding.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations 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 of Certificates,
        but the Securities Administrator may require payment of a sum sufficient
        to
        cover any tax or other governmental charge that may be imposed in connection
        with any transfer or exchange of Certificates.

       

      The
        Depositor, the Interim Servicer, the Servicer, the Master Servicer, the
        Securities Administrator, the Trustee and any agent of the Depositor, the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator or the Trustee may treat the Person in whose name this Certificate
        is registered as the owner hereof for all purposes, and none of the Depositor,
        the Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee nor any such agent shall be affected by notice
        to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Securities Administrator and required to be paid to them pursuant to the
        Agreement following the earlier of (i) the final payment or other liquidation
        (or any advance with respect thereto) of the last Mortgage Loan and REO Property
        remaining in REMIC I and (ii) the purchase by the party designated in the
        Agreement at a price determined as provided in the Agreement from REMIC I
        of all
        the Mortgage Loans and all property acquired in respect of such Mortgage
        Loans.
        The Agreement permits, but does not require, the party designated in the
        Agreement to purchase from REMIC I all the Mortgage Loans and all property
        acquired in respect of any Mortgage Loan at a price determined as provided
        in
        the Agreement. The exercise of such right will effect early retirement of
        the
        Certificates; however, such right to purchase is subject to the aggregate
        Stated
        Principal Balance of the Mortgage Loans at the time of purchase being less
        than
        10% of the aggregate Stated Principal Balance of the Mortgage Loans as of
        the
        Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor and
        the
        Trustee and the Securities Administrator assume no responsibility for their
        correctness.

      
        
           

          
            
              
              

            

            
              A-14-6

              
                

              

            

            
              
              

            

          

           

        

      

      Unless
        the certificate of authentication hereon has been executed by the Securities
        Administrator, by manual signature, this Certificate shall not be entitled
        to
        any benefit under the Agreement or be valid for any purpose.

       


      
        
          
          

        

        
          A-14-7

          
            

          

        

        
          
          

        

      


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

       

      Dated:
        July [__], 2007

      
         

        


        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A., as Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:
                    _____________________________________________ 
                    Authorized
                      Officer

                  

                


        

         

      

      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      
         

        


        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A., as Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:
                    _____________________________________________ 
                    Authorized
                      Signatory

                  

                


        

         

      

      


       

      



      
        
          
          

        

        
          A-14-8

          
            

          

        

        
          
          

        

      


      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations: 

      
         

        
          	
                  TEN
                    COM -

                	
                  as
                    tenants in common

                	
                  UNIF
                    GIFT MIN ACT -

                	
                                 Custodian               

                
	 	 	 	
                  (Cust)     (Minor)

                
	
                  TEN
                    ENT -

                	
                  as
                    tenants by the entireties

                	 	
                  under
                    Uniform Gifts

                
	 	 	 	
                  to
                    Minors Act

                
	
                  JT
                    TEN -

                	
                  as
                    joint tenants with right of 

                	 	
                   _________________

                
	 	
                  survivorship
                    and not as

                	 	
                  (State)

                
	 	
                  tenants
                    in common

                	 	 


        

         

      

      Additional
        abbreviations may also be used though not in the above list.

       

      


      ASSIGNMENT

      
        
           

          FOR
            VALUE
            RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
            _____________________________

          _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________(Please
            print or typewrite name, address including postal zip code, and Taxpayer
            Identification Number of assignee) a Percentage Interest equal to ____%
            evidenced by the within Asset Backed Pass-Through Certificates and hereby
            authorize(s) the registration of transfer of such interest to assignee
            on the
            Certificate Register of the Trust Fund.

           

          I
            (we)
            further direct the Securities Administrator to issue a new Certificate
            of a like
            Percentage Interest and Class to the above named assignee and deliver
            such
            Certificate to the following address:
            _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________.


          Dated:

           

          
            	 	______________________________
	 	
                    Signature
                      by or on behalf of assignor

                  
	 	 
	 	 
	 	______________________________
	 	
                    Signature
                      Guaranteed

                  


          


          
            
              
              

            

            
              A-14-9

              
                

              

            

            
              
              

            

          


          DISTRIBUTION
            INSTRUCTIONS

           

          The
            assignee should include the following for purposes of distribution:


           

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


          to
            ___________________________________________________________________________________________________________,

          
            for
              the
              account of
              _______________________________________________________________________________________________,

            account
              number___________, or, if mailed by check, to
              __________________________________________________________________,

            Applicable
              statements should be mailed to
              ____________________________________________________________________________

            _____________________________________________________________________________________________________________.

            This
              information is provided by
              _____________________________________________________________________________________,

            the
              assignee named above, or
              ______________________________________________________________________________________,

            as
              its
              agent.

             

          

        

      

      


      



      
        
          
          

        

        
          A-14-10

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-15

       

      [RESERVED]

       

      


       


      
        
          
          

        

        
          A-15-1

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-16-A

       

      FORM
        OF
        CLASS CE-1 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
        (THE “CODE”).

       

      THIS
        CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, AND THE MEZZANINE
        CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
        REFERRED TO HEREIN.

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
        OR
        TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
        OR
        TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
        ACT AND
        UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
        OF SECTION 5.02 OF THE AGREEMENT.

       

      NO
        TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
        ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
        AS
        AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
        DESCRIBED HEREIN.

       

      
        	
                Carrington
                  Mortgage Loan Trust,

                Series:
                  2007-HE1

                 

                Pass-Through
                  Rate: Variable

                 

                Cut-off
                  Date: June 1, 2007

                 

                Date
                  of Pooling and Servicing Agreement: June 1, 2007

                 

                First
                  Distribution Date: July 25, 2007 

                 

                No.
                  1

                 

                Aggregate
                  Notional Amount of the Class

                 

                CE-1
                  Certificates as of the Closing Date: 

                 

                $[___________]

                 

                Notional
                  Amount: $[___________]

              	
                Aggregate
                  Certificate Principal Balance of the Class CE-1 Certificates as
                  of the
                  Closing Date: $[___________]

                 

                Denomination:
                  $[___________]

                 

                Interim
                  Servicer: EMC Mortgage Corporation

                 

                Trustee:
                  HSBC Bank USA, National Association

                 

                Securities
                  Administrator: Wells Fargo Bank, N.A.

                 

                Closing
                  Date: July 12, 2007

                 

                CUSIP:
                  [___________]

              


      


      
        
          
          

        

        
          A-16-A-1

          
            

          

        

        
          
          

        

      


      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
        PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
        AS
        THE DENOMINATION OF THIS CERTIFICATE.

       


      
        
          
          

        

        
          A-16-A-2

          
            

          

        

        
          
          

        

      


      


      ASSET-BACKED
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
        consisting primarily of a pool of one- to four-family, adjustable-rate and
        fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
        lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      STANWICH
        ASSET ACCEPTANCE COMPANY, L.L.C.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
        ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE INTERIM SERVICER, THE MASTER
        SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
        AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
        GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Wells Fargo Bank, N.A., as Indenture Trustee under the Indenture,
        dated July 12, 2007, relating to the Carrington NIM Trust 2007-HE1 Notes,
        is the
        registered owner of a Percentage Interest (obtained by dividing the denomination
        of this Certificate by the aggregate Certificate Principal Balance of the Class
        CE-1 Certificates as of the Closing Date) in that certain beneficial ownership
        interest evidenced by all the Class CE Certificates in REMIC II created pursuant
        to a Pooling and Servicing Agreement, dated as specified above (the
“Agreement”), among Stanwich Asset Acceptance Company, L.L.C. (hereinafter
        called the “Depositor,” which term includes any successor entity under the
        Agreement), the Interim Servicer, Carrington Mortgage Services, LLC (the
        “Servicer”), Wells Fargo Bank, N.A. (the “Master Servicer” and the “Securities
        Administrator”) and the Trustee, a summary of certain of the pertinent
        provisions of which is set forth hereafter. 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 the terms of the Agreement, distributions 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 (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the 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 the Holders of Class CE-1
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Securities Administrator by wire transfer in
        immediately available funds to the account of the Person entitled thereto
        if
        such Person shall have so notified the Securities Administrator in writing
        at
        least five Business Days prior to the Record Date immediately prior to such
        Distribution Date or otherwise by check mailed by first class mail to the
        address of the Person entitled thereto, as such name and address shall appear
        on
        the Certificate Register. Notwithstanding the above, the final distribution
        on
        this Certificate will be made after due notice by the Securities Administrator
        of the pendency of such distribution and only upon presentation and surrender
        of
        this Certificate at the office or agency appointed by the Securities
        Administrator for that purpose as provided in the Agreement.

      
        
           

          
            
              
              

            

            
              A-16-A-3

              
                

              

            

            
              
              

            

          

           

        

      

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset Backed Pass-Through Certificates of the Series specified on the face
        hereof (herein called the “Certificates”) and representing a Percentage Interest
        in the Class of Certificates specified on the face hereof equal to the
        denomination specified on the face hereof divided by the aggregate Certificate
        Principal Balance of the Class of Certificates specified on the face
        hereof.

       

      The
        Certificates are limited in right of payment to certain collections and
        recoveries respecting the Mortgage Loans, all as more specifically set forth
        herein and in the Agreement. As provided in the Agreement, withdrawals from
        the
        Custodial Account and the Certificate Account may be made from time to time
        for
        purposes other than distributions to Certificateholders, such purposes including
        reimbursement of advances made, or certain expenses incurred, with respect
        to
        the Mortgage Loans.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the rights of the Certificateholders under
        the
        Agreement at any time by the Depositor, the Interim Servicer, the Servicer,
        the
        Master Servicer, the Securities Administrator and the Trustee with the consent
        of the Holders of Certificates entitled to at least 66% of the Voting Rights.
        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 herefor 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 Securities Administrator upon surrender of this Certificate for registration
        of transfer at the offices or agencies appointed by the Securities Administrator
        as provided in the Agreement, duly endorsed by, or accompanied by an assignment
        in the form below or other written instrument of transfer in form satisfactory
        to the Securities Administrator 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 evidencing the
        same
        aggregate Percentage Interest will be issued to the designated transferee
        or
        transferees.

       

      No
        transfer of this Certificate shall be made unless the transfer is made pursuant
        to an effective registration statement under the Securities Act of 1933,
        as
        amended (the “1933 Act”), and an effective registration or qualification under
        applicable state securities laws, or is made in a transaction that does not
        require such registration or qualification. In the event that such a transfer
        of
        this Certificate is to be made without registration or qualification, the
        Securities Administrator shall require receipt of (i) if such transfer is
        purportedly being made in reliance upon Rule 144A under the 1933 Act, written
        certifications from the Holder of the Certificate desiring to effect the
        transfer, and from such Holder’s prospective transferee, substantially in the
        forms attached to the Agreement as Exhibit
        F-1,
        and
        (ii) in all other cases, an Opinion of Counsel satisfactory to it that such
        transfer may be made without such registration or qualification (which Opinion
        of Counsel shall not be an expense of the Trust Fund or of the Depositor,
        the
        Securities Administrator, the Master Servicer, the Trustee, the Interim Servicer
        or the Servicer in their respective capacities as such), together with copies
        of
        the written certification(s) of the Holder of the Certificate desiring to
        effect
        the transfer and/or such Holder’s prospective transferee upon which such Opinion
        of Counsel is based. None of the Depositor, the Securities Administrator
        or the
        Trustee is obligated to register or qualify the Class of Certificates specified
        on the face hereof under the 1933 Act or any other securities law or to take
        any
        action not otherwise required under the Agreement to permit the transfer
        of such
        Certificates without registration or qualification. Any Holder desiring to
        effect a transfer of this Certificate shall be required to indemnify the
        Trustee, the Depositor, the Securities Administrator, the Master Servicer,
        the
        Interim Servicer and the Servicer 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.

      
        
           

          
            
              
              

            

            
              A-16-A-4

              
                

              

            

            
              
              

            

          

           

        

      

      No
        purchase or transfer of this Certificate or any interest therein shall be
        made
        to an
        “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
        Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
        ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
        of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
        any entity deemed to hold “plan assets” (within
        the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of
        any of the foregoing (a “Plan”), any
        Person acting, directly or indirectly, on behalf of any such Plan or any
        Person
        acquiring this Certificate with “plan assets” of a Plan, as certified by such
        beneficial owner in the form of Exhibit
        G
        to the
        Agreement, unless the beneficial owner provides
        the Securities Administrator with an Opinion of Counsel acceptable to and
        in
        form and substance satisfactory to the Depositor, the Securities Administrator,
        the Trustee and the Servicer to the effect that the purchase and holding
        of this
        Certificate is permissible under applicable law, will not constitute or result
        in any non-exempt prohibited transaction under Section 406 of ERISA or Section
        4975 of the Code (or comparable provisions of any subsequent enactments)
        and
        will not subject the Depositor, the Servicer, the Trustee or the Trust Fund
        to
        any obligation or liability (including obligations or liabilities under ERISA
        or
        Section 4975 of the Code) in addition to those undertaken in the Agreement,
        which Opinion of Counsel shall not be an expense of the Depositor,
        the Securities Administrator, the Master Servicer,
        the
        Interim Servicer, the Servicer, the Trustee or the Trust Fund.

       

      If
        this
        Certificate or any interest therein is acquired or held in violation of the
        provisions of Section 5.02(c) of the Agreement, the next preceding permitted
        beneficial owner will be treated as the beneficial owner of this Certificate
        retroactive to the date of transfer to the purported beneficial owner. Any
        purported beneficial owner whose acquisition or holding of any this Certificate
        or any interest therein was effected in violation of the provisions of Section
        5.02(c) of the Agreement shall indemnify and hold harmless the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the Trust Fund from and against any and all
        liabilities, claims, costs or expenses incurred by those parties as a result
        of
        that acquisition or holding.

      
        
           

          
            
              
              

            

            
              A-16-A-5

              
                

              

            

            
              
              

            

          

           

        

      

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations 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 of Certificates,
        but the Securities Administrator may require payment of a sum sufficient
        to
        cover any tax or other governmental charge that may be imposed in connection
        with any transfer or exchange of Certificates.

       

      The
        Depositor, the Interim Servicer, the Servicer, the Master Servicer, the
        Securities Administrator, the Trustee and any agent of the Depositor, the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator or the Trustee may treat the Person in whose name this Certificate
        is registered as the owner hereof for all purposes, and none of the Depositor,
        the Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee nor any such agent shall be affected by notice
        to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Securities Administrator and required to be paid to them pursuant to the
        Agreement following the earlier of (i) the final payment or other liquidation
        (or any advance with respect thereto) of the last Mortgage Loan and REO Property
        remaining in REMIC I and (ii) the purchase by the party designated in the
        Agreement at a price determined as provided in the Agreement from REMIC I
        of all
        the Mortgage Loans and all property acquired in respect of such Mortgage
        Loans.
        The Agreement permits, but does not require, the party designated in the
        Agreement to purchase from REMIC I all the Mortgage Loans and all property
        acquired in respect of any Mortgage Loan at a price determined as provided
        in
        the Agreement. The exercise of such right will effect early retirement of
        the
        Certificates; however, such right to purchase is subject to the aggregate
        Stated
        Principal Balance of the Mortgage Loans at the time of purchase being less
        than
        10% of the aggregate Stated Principal Balance of the Mortgage Loans as of
        the
        Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor and
        the
        Trustee and the Securities Administrator assume no responsibility for their
        correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Securities
        Administrator, by manual signature, this Certificate shall not be entitled
        to
        any benefit under the Agreement or be valid for any purpose.

       


      
        
          
          

        

        
          A-16-A-6

          
            

          

        

        
          
          

        

      


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

       

      Dated:
        July [__], 2007

      
         

        


        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A., as Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:
                    _____________________________________________ 
                    Authorized
                      Officer

                  

                


        

         

      

      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

       

      


      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:
                  _____________________________________________ 
                  Authorized
                    Signatory

                

              


      

       

       

      


       

      



      
        
          
          

        

        
          A-16-A-7

          
            

          

        

        
          
          

        

      


      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations: 

      
         

        
          	
                  TEN
                    COM -

                	
                  as
                    tenants in common

                	
                  UNIF
                    GIFT MIN ACT -

                	
                                 Custodian               

                
	 	 	 	
                  (Cust)     (Minor)

                
	
                  TEN
                    ENT -

                	
                  as
                    tenants by the entireties

                	 	
                  under
                    Uniform Gifts

                
	 	 	 	
                  to
                    Minors Act

                
	
                  JT
                    TEN -

                	
                  as
                    joint tenants with right of 

                	 	
                   _________________

                
	 	
                  survivorship
                    and not as

                	 	
                  (State)

                
	 	
                  tenants
                    in common

                	 	 


        

         

      

      Additional
        abbreviations may also be used though not in the above list.

       

      


      ASSIGNMENT

      
        
           

          FOR
            VALUE
            RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
            _____________________________

          _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________(Please
            print or typewrite name, address including postal zip code, and Taxpayer
            Identification Number of assignee) a Percentage Interest equal to ____%
            evidenced by the within Asset Backed Pass-Through Certificates and hereby
            authorize(s) the registration of transfer of such interest to assignee
            on the
            Certificate Register of the Trust Fund.

           

          I
            (we)
            further direct the Securities Administrator to issue a new Certificate
            of a like
            Percentage Interest and Class to the above named assignee and deliver
            such
            Certificate to the following address:
            _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________.


          Dated:

           

          
            	 	______________________________
	 	
                    Signature
                      by or on behalf of assignor

                  
	 	 
	 	 
	 	______________________________
	 	
                    Signature
                      Guaranteed

                  


          


          
            
              
              

            

            
              A-16-A-8

              
                

              

            

            
              
              

            

          


          DISTRIBUTION
            INSTRUCTIONS

           

          The
            assignee should include the following for purposes of distribution:


           

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


          to
            ___________________________________________________________________________________________________________,

          
            for
              the
              account of
              _______________________________________________________________________________________________,

            account
              number___________, or, if mailed by check, to
              __________________________________________________________________,

            Applicable
              statements should be mailed to
              ____________________________________________________________________________

            _____________________________________________________________________________________________________________.

            This
              information is provided by
              _____________________________________________________________________________________,

            the
              assignee named above, or
              ______________________________________________________________________________________,

            as
              its
              agent.

             

          

        

      

      


      


       

      



      
        
          
          

        

        
          A-16-A-9

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-16-B

       

      FORM
        OF
        CLASS CE-2 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
        (THE “CODE”).

       

      THIS
        CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES, AND THE MEZZANINE
        CERTIFICATES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT
        REFERRED TO HEREIN.

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
        OR
        TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
        OR
        TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
        ACT AND
        UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
        OF SECTION 5.02 OF THE AGREEMENT.

       

      NO
        TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
        ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
        AS
        AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
        DESCRIBED HEREIN.

       

      
        	
                Carrington
                  Mortgage Loan Trust,

                Series:
                  2007-HE1

                 

                 

                Pass-Through
                  Rate: Variable

                 

                Cut-off
                  Date: June 1, 2007

                 

                Date
                  of Pooling and Servicing Agreement: June 1, 2007

                 

                First
                  Distribution Date: July 25, 2007 

                 

                No.
                  1

              	
                Aggregate
                  Percentage Interest of the Class CE-2 Certificates as of the Closing
                  Date:
                  100% 

                 

                Interim
                  Servicer: EMC Mortgage Corporation

                 

                Trustee:
                  HSBC Bank USA, National Association

                 

                Securities
                  Administrator: Wells Fargo Bank, N.A.

                 

                Closing
                  Date: July 12, 2007

                 

                CUSIP:
                  [___________]

              


      


      
        
          
          

        

        
          A-16-B-1

          
            

          

        

        
          
          

        

      


      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
        PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
        AS
        THE DENOMINATION OF THIS CERTIFICATE.

       


      
        
          
          

        

        
          A-16-B-2

          
            

          

        

        
          
          

        

      


      


      ASSET-BACKED
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
        consisting primarily of a pool of one- to four-family, adjustable-rate and
        fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
        lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      STANWICH
        ASSET ACCEPTANCE COMPANY, L.L.C.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
        ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE INTERIM SERVICER, THE MASTER
        SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
        AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
        GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that [Carrington Asset Holdings Company, Inc.] is the registered
        owner
        of a Percentage Interest (obtained by dividing the denomination of this
        Certificate by the aggregate Certificate Principal Balance of the Class CE-2
        Certificates as of the Closing Date) in that certain beneficial ownership
        interest evidenced by all the Class CE-2 Certificates in REMIC II created
        pursuant to a Pooling and Servicing Agreement, dated as specified above (the
        “Agreement”), among Stanwich Asset Acceptance Company, L.L.C. (hereinafter
        called the “Depositor,” which term includes any successor entity under the
        Agreement), the Interim Servicer, Carrington Mortgage Services, LLC (the
        “Servicer”), Wells Fargo Bank, N.A. (the “Master Servicer” and the “Securities
        Administrator”) and the Trustee, a summary of certain of the pertinent
        provisions of which is set forth hereafter. 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 the terms of the Agreement, distributions 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 (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the 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 the Holders of Class CE-2
        Certificates on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Securities Administrator by wire transfer in
        immediately available funds to the account of the Person entitled thereto
        if
        such Person shall have so notified the Securities Administrator in writing
        at
        least five Business Days prior to the Record Date immediately prior to such
        Distribution Date or otherwise by check mailed by first class mail to the
        address of the Person entitled thereto, as such name and address shall appear
        on
        the Certificate Register. Notwithstanding the above, the final distribution
        on
        this Certificate will be made after due notice by the Securities Administrator
        of the pendency of such distribution and only upon presentation and surrender
        of
        this Certificate at the office or agency appointed by the Securities
        Administrator for that purpose as provided in the Agreement.

       

      
        
          
          

        

        
          A-16-B-3

          
            

          

        

        
          
          

        

      

       

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset Backed Pass-Through Certificates of the Series specified on the face
        hereof (herein called the “Certificates”) and representing a Percentage Interest
        in the Class of Certificates specified on the face hereof equal to the
        denomination specified on the face hereof divided by the aggregate Certificate
        Principal Balance of the Class of Certificates specified on the face
        hereof.

       

      On
        each
        Distribution Date, for so long as Carrington Mortgage Services, LLC is the
        Applicable Servicer of the Mortgage Loans, the Securities Administrator shall
        distribute to the Holders of the Class CE-2 Certificates, with respect to
        each
        Mortgage Loan and for each such calendar month, an amount equal to one-twelfth
        of the product of (i) the Excess Servicing Fee Rate multiplied by (ii) the
        same
        principal balance on which interest on such Mortgage Loan accrues for such
        calendar month (the “Excess Servicing Fee”). 

       

      The
        Certificates are limited in right of payment to certain collections and
        recoveries respecting the Mortgage Loans, all as more specifically set forth
        herein and in the Agreement. As provided in the Agreement, withdrawals from
        the
        Custodial Account and the Certificate Account may be made from time to time
        for
        purposes other than distributions to Certificateholders, such purposes including
        reimbursement of advances made, or certain expenses incurred, with respect
        to
        the Mortgage Loans.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the rights of the Certificateholders under
        the
        Agreement at any time by the Depositor, the Interim Servicer, the Servicer
        and
        the Trustee with the consent of the Holders of Certificates entitled to at
        least
        66% of the Voting Rights. 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 herefor 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 Securities Administrator upon surrender of this Certificate for registration
        of transfer at the offices or agencies appointed by the Securities Administrator
        as provided in the Agreement, duly endorsed by, or accompanied by an assignment
        in the form below or other written instrument of transfer in form satisfactory
        to the Securities Administrator 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 evidencing the
        same
        aggregate Percentage Interest will be issued to the designated transferee
        or
        transferees.

      
         

        
          
            
            

          

          
            A-16-B-4

            
              

            

          

          
            
            

          

        

         

      

      No
        transfer of this Certificate shall be made unless the transfer is made pursuant
        to an effective registration statement under the Securities Act of 1933,
        as
        amended (the “1933 Act”), and an effective registration or qualification under
        applicable state securities laws, or is made in a transaction that does not
        require such registration or qualification. In the event that such a transfer
        of
        this Certificate is to be made without registration or qualification, the
        Securities Administrator shall require receipt of (i) if such transfer is
        purportedly being made in reliance upon Rule 144A under the 1933 Act, written
        certifications from the Holder of the Certificate desiring to effect the
        transfer, and from such Holder’s prospective transferee, substantially in the
        forms attached to the Agreement as Exhibit
        F-1,
        and
        (ii) in all other cases, an Opinion of Counsel satisfactory to it that such
        transfer may be made without such registration or qualification (which Opinion
        of Counsel shall not be an expense of the Trust Fund or of the Depositor,
        the
        Securities Administrator, the Master Servicer, the Trustee, the Interim Servicer
        or the Servicer in their respective capacities as such), together with copies
        of
        the written certification(s) of the Holder of the Certificate desiring to
        effect
        the transfer and/or such Holder’s prospective transferee upon which such Opinion
        of Counsel is based. None of the Depositor, the Securities Administrator
        or the
        Trustee is obligated to register or qualify the Class of Certificates specified
        on the face hereof under the 1933 Act or any other securities law or to take
        any
        action not otherwise required under the Agreement to permit the transfer
        of such
        Certificates without registration or qualification. Any Holder desiring to
        effect a transfer of this Certificate shall be required to indemnify the
        Trustee, the Depositor, the Securities Administrator, the Master Servicer,
        the
        Interim Servicer and the Servicer against any liability that may result if
        the
        transfer is not so exempt or is not made in accordance with such federal
        and
        state laws.

       

      No
        purchase or transfer of this Certificate or any interest therein shall be
        made
        to an
        “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
        Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
        ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
        of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
        any entity deemed to hold “plan assets” (within
        the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of
        any of the foregoing (a “Plan”), any
        Person acting, directly or indirectly, on behalf of any such Plan or any
        Person
        acquiring this Certificate with “plan assets” of a Plan, as certified by such
        beneficial owner in the form of Exhibit
        G
        to the
        Agreement, unless the beneficial owner provides
        the Securities Administrator with an Opinion of Counsel acceptable to and
        in
        form and substance satisfactory to the Depositor, the Securities Administrator,
        the Trustee and the Servicer to the effect that the purchase and holding
        of this
        Certificate is permissible under applicable law, will not constitute or result
        in any non-exempt prohibited transaction under Section 406 of ERISA or Section
        4975 of the Code (or comparable provisions of any subsequent enactments)
        and
        will not subject the Depositor, the Servicer, the Trustee or the Trust Fund
        to
        any obligation or liability (including obligations or liabilities under ERISA
        or
        Section 4975 of the Code) in addition to those undertaken in the Agreement,
        which Opinion of Counsel shall not be an expense of the Depositor,
        the Securities Administrator, the Master Servicer,
        the
        Interim Servicer, the Servicer, the Trustee or the Trust Fund.

       

      If
        this
        Certificate or any interest therein is acquired or held in violation of the
        provisions of Section 5.02(c) of the Agreement, the next preceding permitted
        beneficial owner will be treated as the beneficial owner of this Certificate
        retroactive to the date of transfer to the purported beneficial owner. Any
        purported beneficial owner whose acquisition or holding of any this Certificate
        or any interest therein was effected in violation of the provisions of Section
        5.02(c) of the Agreement shall indemnify and hold harmless the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the Trust Fund from and against any and all
        liabilities, claims, costs or expenses incurred by those parties as a result
        of
        that acquisition or holding.

      
         

        
          
            
            

          

          
            A-16-B-5

            
              

            

          

          
            
            

          

        

         

      

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations 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 of Certificates,
        but the Securities Administrator may require payment of a sum sufficient
        to
        cover any tax or other governmental charge that may be imposed in connection
        with any transfer or exchange of Certificates.

       

      The
        Depositor, the Interim Servicer, the Servicer, the Master Servicer, the
        Securities Administrator, the Trustee and any agent of the Depositor, the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator or the Trustee may treat the Person in whose name this Certificate
        is registered as the owner hereof for all purposes, and none of the Depositor,
        the Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee nor any such agent shall be affected by notice
        to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Securities Administrator and required to be paid to them pursuant to the
        Agreement following the earlier of (i) the final payment or other liquidation
        (or any advance with respect thereto) of the last Mortgage Loan and REO Property
        remaining in REMIC I and (ii) the purchase by the party designated in the
        Agreement at a price determined as provided in the Agreement from REMIC I
        of all
        the Mortgage Loans and all property acquired in respect of such Mortgage
        Loans.
        The Agreement permits, but does not require, the party designated in the
        Agreement to purchase from REMIC I all the Mortgage Loans and all property
        acquired in respect of any Mortgage Loan at a price determined as provided
        in
        the Agreement. The exercise of such right will effect early retirement of
        the
        Certificates; however, such right to purchase is subject to the aggregate
        Stated
        Principal Balance of the Mortgage Loans at the time of purchase being less
        than
        10% of the aggregate Stated Principal Balance of the Mortgage Loans as of
        the
        Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor and
        the
        Trustee and the Securities Administrator assume no responsibility for their
        correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Securities
        Administrator, by manual signature, this Certificate shall not be entitled
        to
        any benefit under the Agreement or be valid for any purpose.

       


      
        
          
          

        

        
          A-16-B-6

          
            

          

        

        
          
          

        

      


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

       

      Dated:
        July [__], 2007

       

      


      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:
                  _____________________________________________ 
                  Authorized
                    Officer

                

              


      

       

      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      
         

        


        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A., as Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:
                    _____________________________________________ 
                    Authorized
                      Signatory

                  

                


        

         

      

      


       

      



      
        
          
          

        

        
          A-16-B-7

          
            

          

        

        
          
          

        

      


      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations: 

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT -

              	
                               Custodian               

              
	 	 	 	
                (Cust)     (Minor)

              
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	 	
                under
                  Uniform Gifts

              
	 	 	 	
                to
                  Minors Act

              
	
                JT
                  TEN -

              	
                as
                  joint tenants with right of 

              	 	
                 _________________

              
	 	
                survivorship
                  and not as

              	 	
                (State)

              
	 	
                tenants
                  in common

              	 	 


      

       

      Additional
        abbreviations may also be used though not in the above list.

       

      


      ASSIGNMENT

      
        
           

          FOR
            VALUE
            RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
            _____________________________

          _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________(Please
            print or typewrite name, address including postal zip code, and Taxpayer
            Identification Number of assignee) a Percentage Interest equal to ____%
            evidenced by the within Asset Backed Pass-Through Certificates and hereby
            authorize(s) the registration of transfer of such interest to assignee
            on the
            Certificate Register of the Trust Fund.

           

          I
            (we)
            further direct the Securities Administrator to issue a new Certificate
            of a like
            Percentage Interest and Class to the above named assignee and deliver
            such
            Certificate to the following address:
            _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________.


          Dated:

           

          
            	 	______________________________
	 	
                    Signature
                      by or on behalf of assignor

                  
	 	 
	 	 
	 	______________________________
	 	
                    Signature
                      Guaranteed

                  


          


          
            
              
              

            

            
              A-16-B-8

              
                

              

            

            
              
              

            

          


          DISTRIBUTION
            INSTRUCTIONS

           

          The
            assignee should include the following for purposes of distribution:


           

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


          to
            ___________________________________________________________________________________________________________,

          
            for
              the
              account of
              _______________________________________________________________________________________________,

            account
              number___________, or, if mailed by check, to
              __________________________________________________________________,

            Applicable
              statements should be mailed to
              ____________________________________________________________________________

            _____________________________________________________________________________________________________________.

            This
              information is provided by
              _____________________________________________________________________________________,

            the
              assignee named above, or
              ______________________________________________________________________________________,

            as
              its
              agent.

             

          

        

      

      


       


      
        
          
          

        

        
          A-16-B-9

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-17

       

      FORM
        OF
        CLASS P CERTIFICATE

       

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

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
        OR
        TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
        OR
        TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
        ACT AND
        UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
        OF SECTION 5.02 OF THE AGREEMENT.

       

      NO
        TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
        ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
        AS
        AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
        DESCRIBED HEREIN.

       

      


      
        	
                Carrington
                  Mortgage Loan Trust,

                Series:
                  2007-HE1

                 

                Cut-off
                  Date and date of Pooling and 

                Servicing
                  Agreement: June 1, 2007

                 

                First
                  Distribution Date: July 25, 2007 

                 

                No.
                  1

              	
                Aggregate
                  Certificate Principal Balance of the Class P Certificates as of
                  the
                  Closing Date: $[___________]

                 

                Denomination:
                  $[___________]

                 

                Interim
                  Servicer: EMC Mortgage Corporation

                 

                Trustee:
                  HSBC Bank USA, National Association

                 

                Securities
                  Administrator: Wells Fargo Bank, N.A.

                 

                Closing
                  Date: July 12, 2007

                 

                CUSIP:
                  [___________]

              


      

      


      DISTRIBUTIONS
        IN REDUCTION OF THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY
        BE
        MADE MONTHLY AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE
        PRINCIPAL BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE
        AS
        THE DENOMINATION OF THIS CERTIFICATE.

      
         

        
          
            
            

          

          
            A-17-1

            
              

            

          

          
            
            

          

        

         

      

      ASSET-BACKED
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
        consisting primarily of a pool of one- to four-family, adjustable-rate and
        fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
        lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      STANWICH
        ASSET ACCEPTANCE COMPANY, L.L.C.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
        ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE INTERIM SERVICER, THE MASTER
        SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
        AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
        GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Wells Fargo Bank, N.A., as Indenture Trustee under the Indenture,
        dated July 12, 2007, relating to the Carrington NIM Trust 2007-HE1 Notes,
        is the
        registered owner of a Percentage Interest (obtained by dividing the denomination
        of this Certificate by the aggregate Certificate Principal Balance of the
        Class
        P Certificates as of the Closing Date) in that certain beneficial ownership
        interest evidenced by all the Class P Certificates in REMIC II created pursuant
        to a Pooling and Servicing Agreement, dated as specified above (the
“Agreement”), among Stanwich Asset Acceptance Company, L.L.C. (hereinafter
        called the “Depositor,” which term includes any successor entity under the
        Agreement), the Interim Servicer, Carrington Mortgage Services, LLC (the
        “Servicer”), Wells Fargo Bank, N.A. (the “Master Servicer” and the “Securities
        Administrator”) and the Trustee, a summary of certain of the pertinent
        provisions of which is set forth hereafter. 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 the terms of the Agreement, distributions 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 (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the 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 the Holders of Class P Certificates
        on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Securities Administrator by wire transfer in
        immediately available funds to the account of the Person entitled thereto
        if
        such Person shall have so notified the Securities Administrator in writing
        at
        least five Business Days prior to the Record Date immediately prior to such
        Distribution Date or otherwise by check mailed by first class mail to the
        address of the Person entitled thereto, as such name and address shall appear
        on
        the Certificate Register. Notwithstanding the above, the final distribution
        on
        this Certificate will be made after due notice by the Securities Administrator
        of the pendency of such distribution and only upon presentation and surrender
        of
        this Certificate at the office or agency appointed by the Securities
        Administrator for that purpose as provided in the Agreement.

      
         

        
          
            
            

          

          
            A-17-2

            
              

            

          

          
            
            

          

        

         

      

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset Backed Pass-Through Certificates of the Series specified on the face
        hereof (herein called the “Certificates”) and representing a Percentage Interest
        in the Class of Certificates specified on the face hereof equal to the
        denomination specified on the face hereof divided by the aggregate Certificate
        Principal Balance of the Class of Certificates specified on the face
        hereof.

       

      The
        Certificates are limited in right of payment to certain collections and
        recoveries respecting the Mortgage Loans, all as more specifically set forth
        herein and in the Agreement. As provided in the Agreement, withdrawals from
        the
        Custodial Account and the Certificate Account may be made from time to time
        for
        purposes other than distributions to Certificateholders, such purposes including
        reimbursement of advances made, or certain expenses incurred, with respect
        to
        the Mortgage Loans.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the rights of the Certificateholders under
        the
        Agreement at any time by the Depositor, the Interim Servicer, the Servicer
        and
        the Trustee with the consent of the Holders of Certificates entitled to at
        least
        66% of the Voting Rights. 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 herefor 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 Securities Administrator upon surrender of this Certificate for registration
        of transfer at the offices or agencies appointed by the Securities Administrator
        as provided in the Agreement, duly endorsed by, or accompanied by an assignment
        in the form below or other written instrument of transfer in form satisfactory
        to the Securities Administrator 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 evidencing the
        same
        aggregate Percentage Interest will be issued to the designated transferee
        or
        transferees.

       

      No
        transfer of this Certificate shall be made unless the transfer is made pursuant
        to an effective registration statement under the Securities Act of 1933,
        as
        amended (the “1933 Act”), and an effective registration or qualification under
        applicable state securities laws, or is made in a transaction that does not
        require such registration or qualification. In the event that such a transfer
        of
        this Certificate is to be made without registration or qualification, the
        Securities Administrator shall require receipt of (i) if such transfer is
        purportedly being made in reliance upon Rule 144A under the 1933 Act, written
        certifications from the Holder of the Certificate desiring to effect the
        transfer, and from such Holder’s prospective transferee, substantially in the
        forms attached to the Agreement as Exhibit
        F-1,
        and
        (ii) in all other cases, an Opinion of Counsel satisfactory to it that such
        transfer may be made without such registration or qualification (which Opinion
        of Counsel shall not be an expense of the Trust Fund or of the Depositor,
        the
        Securities Administrator, the Master Servicer, the Trustee, the Interim Servicer
        or the Servicer in their respective capacities as such), together with copies
        of
        the written certification(s) of the Holder of the Certificate desiring to
        effect
        the transfer and/or such Holder’s prospective transferee upon which such Opinion
        of Counsel is based. None of the Depositor, the Securities Administrator
        or the
        Trustee is obligated to register or qualify the Class of Certificates specified
        on the face hereof under the 1933 Act or any other securities law or to take
        any
        action not otherwise required under the Agreement to permit the transfer
        of such
        Certificates without registration or qualification. Any Holder desiring to
        effect a transfer of this Certificate shall be required to indemnify the
        Trustee, the Depositor, the Securities Administrator, the Master Servicer,
        the
        Interim Servicer and the Servicer 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.

      
         

        
          
            
            

          

          
            A-17-3

            
              

            

          

          
            
            

          

        

         

      

      No
        purchase or transfer of this Certificate or any interest therein shall be
        made
        to an
        “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
        Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
        ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
        of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
        any entity deemed to hold “plan assets” (within
        the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of
        any of the foregoing (a “Plan”), any
        Person acting, directly or indirectly, on behalf of any such Plan or any
        Person
        acquiring this Certificate with “plan assets” of a Plan, as certified by such
        beneficial owner in the form of Exhibit
        G
        to the
        Agreement, unless the beneficial owner provides
        the Securities Administrator with an Opinion of Counsel acceptable to and
        in
        form and substance satisfactory to the Depositor, the Securities Administrator,
        the Trustee and the Servicer to the effect that the purchase and holding
        of this
        Certificate is permissible under applicable law, will not constitute or result
        in any non-exempt prohibited transaction under Section 406 of ERISA or Section
        4975 of the Code (or comparable provisions of any subsequent enactments)
        and
        will not subject the Depositor, the Servicer, the Trustee or the Trust Fund
        to
        any obligation or liability (including obligations or liabilities under ERISA
        or
        Section 4975 of the Code) in addition to those undertaken in the Agreement,
        which Opinion of Counsel shall not be an expense of the Depositor,
        the Securities Administrator, the Master Servicer, the
        Interim Servicer,
        the
        Servicer, the Trustee or the Trust Fund.

       

      If
        this
        Certificate or any interest therein is acquired or held in violation of the
        provisions of Section 5.02(c) of the Agreement, the next preceding permitted
        beneficial owner will be treated as the beneficial owner of this Certificate
        retroactive to the date of transfer to the purported beneficial owner. Any
        purported beneficial owner whose acquisition or holding of any this Certificate
        or any interest therein was effected in violation of the provisions of Section
        5.02(c) of the Agreement shall indemnify and hold harmless the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the Trust Fund from and against any and all
        liabilities, claims, costs or expenses incurred by those parties as a result
        of
        that acquisition or holding.

       

      
        
          
          

        

        
          A-17-4

          
            

          

        

        
          
          

        

      

       

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations 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 of Certificates,
        but the Securities Administrator may require payment of a sum sufficient
        to
        cover any tax or other governmental charge that may be imposed in connection
        with any transfer or exchange of Certificates.

       

      The
        Depositor, the Interim Servicer, the Servicer, the Master Servicer, the
        Securities Administrator, the Trustee and any agent of the Depositor, the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator or the Trustee may treat the Person in whose name this Certificate
        is registered as the owner hereof for all purposes, and none of the Depositor,
        the Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee nor any such agent shall be affected by notice
        to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Securities Administrator and required to be paid to them pursuant to the
        Agreement following the earlier of (i) the final payment or other liquidation
        (or any advance with respect thereto) of the last Mortgage Loan and REO Property
        remaining in REMIC I and (ii) the purchase by the party designated in the
        Agreement at a price determined as provided in the Agreement from REMIC I
        of all
        the Mortgage Loans and all property acquired in respect of such Mortgage
        Loans.
        The Agreement permits, but does not require, the party designated in the
        Agreement to purchase from REMIC I all the Mortgage Loans and all property
        acquired in respect of any Mortgage Loan at a price determined as provided
        in
        the Agreement. The exercise of such right will effect early retirement of
        the
        Certificates; however, such right to purchase is subject to the aggregate
        Stated
        Principal Balance of the Mortgage Loans at the time of purchase being less
        than
        10% of the aggregate Stated Principal Balance of the Mortgage Loans as of
        the
        Cut-off Date.

       

      The
        recitals contained herein shall be taken as statements of the Depositor and
        the
        Trustee and the Securities Administrator assume no responsibility for their
        correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Securities
        Administrator, by manual signature, this Certificate shall not be entitled
        to
        any benefit under the Agreement or be valid for any purpose.

       


      
        
          
          

        

        
          A-17-5

          
            

          

        

        
          
          

        

      


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

       

      Dated:
        July [__], 2007

       

      


      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:
                  _____________________________________________ 
                  Authorized
                    Officer

                

              


      

       

      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      
         

        


        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A., as Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:
                    _____________________________________________ 
                    Authorized
                      Signatory

                  

                


        

         

      

      


       

      



      
        
          
          

        

        
          A-17-6

          
            

          

        

        
          
          

        

      


      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations: 

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT -

              	
                               Custodian               

              
	 	 	 	
                (Cust)     (Minor)

              
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	 	
                under
                  Uniform Gifts

              
	 	 	 	
                to
                  Minors Act

              
	
                JT
                  TEN -

              	
                as
                  joint tenants with right of 

              	 	
                 _________________

              
	 	
                survivorship
                  and not as

              	 	
                (State)

              
	 	
                tenants
                  in common

              	 	 


      

       

      Additional
        abbreviations may also be used though not in the above list.

       

      


      ASSIGNMENT

      
        
           

          FOR
            VALUE
            RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
            _____________________________

          _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________(Please
            print or typewrite name, address including postal zip code, and Taxpayer
            Identification Number of assignee) a Percentage Interest equal to ____%
            evidenced by the within Asset Backed Pass-Through Certificates and hereby
            authorize(s) the registration of transfer of such interest to assignee
            on the
            Certificate Register of the Trust Fund.

           

          I
            (we)
            further direct the Securities Administrator to issue a new Certificate
            of a like
            Percentage Interest and Class to the above named assignee and deliver
            such
            Certificate to the following address:
            _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________.


          Dated:

           

          
            	 	______________________________
	 	
                    Signature
                      by or on behalf of assignor

                  
	 	 
	 	 
	 	______________________________
	 	
                    Signature
                      Guaranteed

                  


          


          
            
              
              

            

            
              A-17-7

              
                

              

            

            
              
              

            

          


          DISTRIBUTION
            INSTRUCTIONS

           

          The
            assignee should include the following for purposes of distribution:


           

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


          to
            ___________________________________________________________________________________________________________,

          
            for
              the
              account of
              _______________________________________________________________________________________________,

            account
              number___________, or, if mailed by check, to
              __________________________________________________________________,

            Applicable
              statements should be mailed to
              ____________________________________________________________________________

            _____________________________________________________________________________________________________________.

            This
              information is provided by
              _____________________________________________________________________________________,

            the
              assignee named above, or
              ______________________________________________________________________________________,

            as
              its
              agent.

             

          

        

      

       

      



      
        
          
          

        

        
          A-17-8

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-18

       

      FORM
        OF
        CLASS R-I CERTIFICATE

       

      THIS
        CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

       

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

       

      ANY
        RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
        IN
        ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
        AGREEMENT REFERRED TO HEREIN.

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
        OR
        TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
        OR
        TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
        ACT AND
        UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
        OF SECTION 5.02 OF THE AGREEMENT.

       

      NO
        TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
        ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
        AS
        AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
        DESCRIBED HEREIN.

       

      ANY
        RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
        IF
        THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE SECURITIES
        ADMINISTRATOR THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY
        POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
        GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY
        OF
        ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED
        IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER
        1 OF
        THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION
        511
        OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE
        CODE
        (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL
        HEREINAFTER BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF
        A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE
        THE
        ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN
        ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
        TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER
        OF ANY
        TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
        ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
        SHALL
        BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL
        NOT
        BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING,
        BUT
        NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER
        OF
        THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO
        THE
        PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE
        POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
        DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP
        OF
        THIS CERTIFICATE.

      
         

        
          
            
            

          

          
            A-18-1

            
              

            

          

          
            
            

          

        

         

      

      


      
        	
                Carrington
                  Mortgage Loan Trust,

                Series
                  2007-HE1

                 

                Cut-off
                  Date and date of Pooling and 

                Servicing
                  Agreement: June 1, 2007

                 

                First
                  Distribution Date: July 25, 2007 

                 

                No.1
                  

              	
                Aggregate
                  Percentage Interest of the Class R Certificates as of the Closing
                  Date:
                  100.00%

                 

                Interim
                  Servicer: EMC Mortgage Corporation

                 

                Trustee:
                  HSBC Bank USA, National Association

                 

                Securities
                  Administrator: Wells Fargo Bank, N.A.

                 

                Closing
                  Date: July 12, 2007

                 

                CUSIP:
                  [___________]

              


      

      



      
        
          
          

        

        
          A-18-2

          
            

          

        

        
          
          

        

      


      ASSET-BACKED
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
        consisting primarily of a pool of one- to four-family, adjustable-rate and
        fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
        lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      STANWICH
        ASSET ACCEPTANCE COMPANY, L.L.C.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
        ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE INTERIM SERVICER, THE MASTER
        SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
        AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
        GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Greenwich Residual Venture, LLC is the registered owner of
        a
        Percentage Interest (as specified above) in that certain beneficial ownership
        interest evidenced by all the Certificates of the Class to which this
        Certificate belongs created pursuant to a Pooling and Servicing Agreement,
        dated
        as specified above (the “Agreement”), among Stanwich Asset Acceptance Company,
        L.L.C. (hereinafter called the “Depositor,” which term includes any successor
        entity under the Agreement), the Interim Servicer, Carrington Mortgage Services,
        LLC (the “Servicer”), Wells Fargo Bank, N.A. (the “Master Servicer” and the
“Securities Administrator”) and the Trustee, a summary of certain of the
        pertinent provisions of which is set forth hereafter. 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 the terms of the Agreement, distributions 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 (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the 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 the Holders of Class R Certificates
        on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Securities Administrator by wire transfer in
        immediately available funds to the account of the Person entitled thereto
        if
        such Person shall have so notified the Securities Administrator in writing
        at
        least five Business Days prior to the Record Date immediately prior to such
        Distribution Date or otherwise by check mailed by first class mail to the
        address of the Person entitled thereto, as such name and address shall appear
        on
        the Certificate Register. Notwithstanding the above, the final distribution
        on
        this Certificate will be made after due notice by the Securities Administrator
        of the pendency of such distribution and only upon presentation and surrender
        of
        this Certificate at the office or agency appointed by the Securities
        Administrator for that purpose as provided in the Agreement.

      
         

        
          
            
            

          

          
            A-18-3

            
              

            

          

          
            
            

          

        

         

      

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset Backed Pass-Through Certificates of the Series specified on the face
        hereof (herein called the “Certificates”) and representing a Percentage Interest
        in the Class of Certificates specified on the face hereof.

       

      The
        Certificates are limited in right of payment to certain collections and
        recoveries respecting the Mortgage Loans, all as more specifically set forth
        herein and in the Agreement. As provided in the Agreement, withdrawals from
        the
        Custodial Account and the Certificate Account may be made from time to time
        for
        purposes other than distributions to Certificateholders, such purposes including
        reimbursement of advances made, or certain expenses incurred, with respect
        to
        the Mortgage Loans.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the rights of the Certificateholders under
        the
        Agreement at any time by the Depositor, the Interim Servicer, the Servicer,
        the
        Master Servicer, the Securities Administrator and the Trustee with the consent
        of the Holders of Certificates entitled to at least 66% of the Voting Rights.
        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 herefor 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 Securities Administrator upon surrender of this Certificate for registration
        of transfer at the offices or agencies appointed by the Securities Administrator
        as provided in the Agreement, duly endorsed by, or accompanied by an assignment
        in the form below or other written instrument of transfer in form satisfactory
        to the Securities Administrator 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 evidencing the
        same
        aggregate Percentage Interest will be issued to the designated transferee
        or
        transferees.

       

      No
        transfer of this Certificate shall be made unless the transfer is made pursuant
        to an effective registration statement under the Securities Act of 1933,
        as
        amended (the “1933 Act”), and an effective registration or qualification under
        applicable state securities laws, or is made in a transaction that does not
        require such registration or qualification. In the event that such a transfer
        of
        this Certificate is to be made without registration or qualification, the
        Securities Administrator shall require receipt of (i) if such transfer is
        purportedly being made in reliance upon Rule 144A under the 1933 Act, written
        certifications from the Holder of the Certificate desiring to effect the
        transfer, and from such Holder’s prospective transferee, substantially in the
        forms attached to the Agreement as Exhibit
        F-1,
        and
        (ii) in all other cases, an Opinion of Counsel satisfactory to it that such
        transfer may be made without such registration or qualification (which Opinion
        of Counsel shall not be an expense of the Trust Fund or of the Depositor,
        the
        Securities Administrator, the Master Servicer, the Trustee, the Interim Servicer
        or the Servicer in their respective capacities as such), together with copies
        of
        the written certification(s) of the Holder of the Certificate desiring to
        effect
        the transfer and/or such Holder’s prospective transferee upon which such Opinion
        of Counsel is based. None of the Depositor, the Securities Administrator
        or the
        Trustee is obligated to register or qualify the Class of Certificates specified
        on the face hereof under the 1933 Act or any other securities law or to take
        any
        action not otherwise required under the Agreement to permit the transfer
        of such
        Certificates without registration or qualification. Any Holder desiring to
        effect a transfer of this Certificate shall be required to indemnify the
        Trustee, the Depositor, the Securities Administrator, the Master Servicer,
        the
        Interim Servicer and the Servicer 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.

      
         

        
          
            
            

          

          
            A-18-4

            
              

            

          

          
            
            

          

        

         

      

      No
        purchase or transfer of this Certificate or any interest therein shall be
        made
        to an
        “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
        Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
        ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
        of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
        any entity deemed to hold “plan assets” (within
        the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of
        any of the foregoing (a “Plan”), any
        Person acting, directly or indirectly, on behalf of any such Plan or any
        Person
        acquiring this Certificate with “plan assets” of a Plan, as certified by such
        beneficial owner in the form of Exhibit
        G
        to the
        Agreement, unless the beneficial owner provides
        the Securities Administrator with an Opinion of Counsel acceptable to and
        in
        form and substance satisfactory to the Depositor, the Securities Administrator,
        the Trustee and the Servicer to the effect that the purchase and holding
        of this
        Certificate is permissible under applicable law, will not constitute or result
        in any non-exempt prohibited transaction under Section 406 of ERISA or Section
        4975 of the Code (or comparable provisions of any subsequent enactments)
        and
        will not subject the Depositor, the Servicer, the Trustee or the Trust Fund
        to
        any obligation or liability (including obligations or liabilities under ERISA
        or
        Section 4975 of the Code) in addition to those undertaken in the Agreement,
        which Opinion of Counsel shall not be an expense of the Depositor,
        the Securities Administrator, the Master Servicer, the
        Interim Servicer,
        the
        Servicer, the Trustee or the Trust Fund.

       

      If
        this
        Certificate or any interest therein is acquired or held in violation of the
        provisions of Section 5.02(c) of the Agreement, the next preceding permitted
        beneficial owner will be treated as the beneficial owner of this Certificate
        retroactive to the date of transfer to the purported beneficial owner. Any
        purported beneficial owner whose acquisition or holding of any this Certificate
        or any interest therein was effected in violation of the provisions of Section
        5.02(c) of the Agreement shall indemnify and hold harmless the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the Trust Fund from and against any and all
        liabilities, claims, costs or expenses incurred by those parties as a result
        of
        that acquisition or holding.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations 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 of Certificates,
        but the Securities Administrator may require payment of a sum sufficient
        to
        cover any tax or other governmental charge that may be imposed in connection
        with any transfer or exchange of Certificates.

      
         

        
          
            
            

          

          
            A-18-5

            
              

            

          

          
            
            

          

        

         

      

      Prior
        to
        registration of any transfer, sale or other disposition of this Certificate,
        the
        proposed transferee shall provide to the Securities Administrator (i) an
        affidavit to the effect that such transferee is any Person other than a
        Disqualified Organization or the agent (including a broker, nominee or
        middleman) of a Disqualified Organization, and (ii) a certificate that
        acknowledges that (A) the Class R Certificates have been designated as a
        residual interest in a REMIC, (B) it will include in its income a pro
        rata share
        of
        the net income of the Trust Fund and that such income may be an “excess
        inclusion,” as defined in the Code, that, with certain exceptions, cannot be
        offset by other losses or benefits from any tax exemption, and (C) it expects
        to
        have the financial means to satisfy all of its tax obligations including
        those
        relating to holding the Class R Certificates. Notwithstanding the registration
        in the Certificate Register of the Securities Administrator of any transfer,
        sale or other disposition of this Certificate to a Disqualified Organization
        or
        an agent (including a broker, nominee or middleman) of a Disqualified
        Organization, such registration shall be deemed to be of no legal force or
        effect whatsoever and such Person shall not be deemed to be a Certificateholder
        for any purpose, including, but not limited to, the receipt of distributions
        in
        respect of this Certificate.

       

      The
        Holder of this Certificate, by its acceptance hereof, shall be deemed to
        have
        consented to the provisions of Section 5.02 of the Agreement and to any
        amendment of the Agreement deemed necessary by counsel of the Depositor to
        ensure that the transfer of this Certificate to any Person other than a
        Permitted Transferee or any other Person will not cause the Trust Fund to
        cease
        to qualify as a REMIC or cause the imposition of a tax upon the
        REMIC.

       

      The
        Depositor, the Interim Servicer, the Servicer, the Master Servicer, the
        Securities Administrator, the Trustee and any agent of the Depositor, the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator or the Trustee may treat the Person in whose name this Certificate
        is registered as the owner hereof for all purposes, and none of the Depositor,
        the Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee nor any such agent shall be affected by notice
        to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Securities Administrator and required to be paid to them pursuant to the
        Agreement following the earlier of (i) the final payment or other liquidation
        (or any advance with respect thereto) of the last Mortgage Loan and REO Property
        remaining in REMIC I and (ii) the purchase by the party designated in the
        Agreement at a price determined as provided in the Agreement from REMIC I
        of all
        the Mortgage Loans and all property acquired in respect of such Mortgage
        Loans.
        The Agreement permits, but does not require, the party designated in the
        Agreement to purchase from REMIC I all the Mortgage Loans and all property
        acquired in respect of any Mortgage Loan at a price determined as provided
        in
        the Agreement. The exercise of such right will effect early retirement of
        the
        Certificates; however, such right to purchase is subject to the aggregate
        Stated
        Principal Balance of the Mortgage Loans at the time of purchase being less
        than
        10% of the aggregate Stated Principal Balance of the Mortgage Loans as of
        the
        Cut-off Date.

      
         

        
          
            
            

          

          
            A-18-6

            
              

            

          

          
            
            

          

        

         

      

      The
        recitals contained herein shall be taken as statements of the Depositor and
        the
        Trustee and the Securities Administrator assume no responsibility for their
        correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Securities
        Administrator, by manual signature, this Certificate shall not be entitled
        to
        any benefit under the Agreement or be valid for any purpose.

       


      
        
          
          

        

        
          A-18-7

          
            

          

        

        
          
          

        

      


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

       

      Dated:
        July [__], 2007

      
         

        


        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A., as Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:
                    _____________________________________________ 
                    Authorized
                      Officer

                  

                


        

         

      

      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      
         

        


        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A., as Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:
                    _____________________________________________ 
                    Authorized
                      Signatory

                  

                


        

         

      

      


       

      



      
        
          
          

        

        
          A-18-8

          
            

          

        

        
          
          

        

      


      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations: 

       

      
        	
                TEN
                  COM -

              	
                as
                  tenants in common

              	
                UNIF
                  GIFT MIN ACT -

              	
                               Custodian               

              
	 	 	 	
                (Cust)     (Minor)

              
	
                TEN
                  ENT -

              	
                as
                  tenants by the entireties

              	 	
                under
                  Uniform Gifts

              
	 	 	 	
                to
                  Minors Act

              
	
                JT
                  TEN -

              	
                as
                  joint tenants with right of 

              	 	
                 _________________

              
	 	
                survivorship
                  and not as

              	 	
                (State)

              
	 	
                tenants
                  in common

              	 	 


      

       

      Additional
        abbreviations may also be used though not in the above list.

       

      


      ASSIGNMENT

      
        
           

          FOR
            VALUE
            RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
            _____________________________

          _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________(Please
            print or typewrite name, address including postal zip code, and Taxpayer
            Identification Number of assignee) a Percentage Interest equal to ____%
            evidenced by the within Asset Backed Pass-Through Certificates and hereby
            authorize(s) the registration of transfer of such interest to assignee
            on the
            Certificate Register of the Trust Fund.

           

          I
            (we)
            further direct the Securities Administrator to issue a new Certificate
            of a like
            Percentage Interest and Class to the above named assignee and deliver
            such
            Certificate to the following address:
            _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________.


          Dated:

           

          
            	 	______________________________
	 	
                    Signature
                      by or on behalf of assignor

                  
	 	 
	 	 
	 	______________________________
	 	
                    Signature
                      Guaranteed

                  


          


          
            
              
              

            

            
              A-18-9

              
                

              

            

            
              
              

            

          


          DISTRIBUTION
            INSTRUCTIONS

           

          The
            assignee should include the following for purposes of distribution:


           

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


          to
            ___________________________________________________________________________________________________________,

          
            for
              the
              account of
              _______________________________________________________________________________________________,

            account
              number___________, or, if mailed by check, to
              __________________________________________________________________,

            Applicable
              statements should be mailed to
              ____________________________________________________________________________

            _____________________________________________________________________________________________________________.

            This
              information is provided by
              _____________________________________________________________________________________,

            the
              assignee named above, or
              ______________________________________________________________________________________,

            as
              its
              agent.

          

        

      

      


       


      
        
          
          

        

        
          A-18-10

          
            

          

        

        
          
          

        

      



      EXHIBIT
        A-19

       

      FORM
        OF
        CLASS R-II CERTIFICATE

       

      THIS
        CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES PERSON.

       

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

       

      ANY
        RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
        IN
        ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING
        AGREEMENT REFERRED TO HEREIN.

       

      THIS
        CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
        ACT OF
        1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
        OR
        TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
        OR
        TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH
        ACT AND
        UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
        OF SECTION 5.02 OF THE AGREEMENT.

       

      NO
        TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT
        ARRANGEMENT SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
        AS
        AMENDED, OR THE CODE WILL BE REGISTERED EXCEPT IN COMPLIANCE WITH THE PROCEDURES
        DESCRIBED HEREIN.

       

      ANY
        RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
        IF
        THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE SECURITIES
        ADMINISTRATOR THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY
        POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
        GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY
        OF
        ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED
        IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER
        1 OF
        THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION
        511
        OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(A)(2)(C) OF THE
        CODE
        (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL
        HEREINAFTER BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF
        A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE
        THE
        ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN
        ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
        TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER
        OF ANY
        TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
        ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
        SHALL
        BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL
        NOT
        BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING,
        BUT
        NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER
        OF
        THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO
        THE
        PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 5.02(D) OF THE
        POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A
        DISQUALIFIED ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF
        THIS CERTIFICATE.

       

      
        
          
          

        

        
          A-19-1

          
            

          

        

        
          
          

        

      

       

       

      


      
        	
                Carrington
                  Mortgage Loan Trust,

                Series
                  2007-HE1

                 

                Cut-off
                  Date and date of Pooling and 

                Servicing
                  Agreement: June 1, 2007

                 

                First
                  Distribution Date: July 25, 2007 

                 

                No.1
                  

              	
                Aggregate
                  Percentage Interest of the Class R Certificates as of the Closing
                  Date:
                  100.00%

                 

                Interim
                  Servicer: EMC Mortgage Corporation

                 

                Trustee:
                  HSBC Bank USA, National Association

                 

                Securities
                  Administrator: Wells Fargo Bank, N.A.

                 

                Closing
                  Date: July 12, 2007

                 

                CUSIP:
                  [___________]

              


      

      



      
        
          
          

        

        
          A-19-2

          
            

          

        

        
          
          

        

      


      ASSET-BACKED
        PASS-THROUGH CERTIFICATE

       

      evidencing
        a beneficial ownership interest in a portion of a Trust Fund (the “Trust Fund”)
        consisting primarily of a pool of one- to four-family, adjustable-rate and
        fixed-rate, interest-only, balloon and fully-amortizing, first lien and second
        lien closed-end, subprime mortgage loans (the “Mortgage Loans”) formed and sold
        by

       

      STANWICH
        ASSET ACCEPTANCE COMPANY, L.L.C.

       

      THIS
        CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN STANWICH ASSET
        ACCEPTANCE COMPANY, L.L.C., THE SERVICER, THE INTERIM SERVICER, THE MASTER
        SERVICER, THE SECURITIES ADMINISTRATOR, THE TRUSTEE OR ANY OF THEIR RESPECTIVE
        AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE
        GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES.

       

      This
        certifies that Greenwich Residual Venture, LLC is the registered owner of
        a
        Percentage Interest (as specified above) in that certain beneficial ownership
        interest evidenced by all the Certificates of the Class to which this
        Certificate belongs created pursuant to a Pooling and Servicing Agreement,
        dated
        as specified above (the “Agreement”), among Stanwich Asset Acceptance Company,
        L.L.C. (hereinafter called the “Depositor,” which term includes any successor
        entity under the Agreement), the Interim Servicer, Carrington Mortgage Services,
        LLC (the “Servicer”), Wells Fargo Bank, N.A. (the “Master Servicer” and the
“Securities Administrator”) and the Trustee, a summary of certain of the
        pertinent provisions of which is set forth hereafter. 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 the terms of the Agreement, distributions 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 (a “Distribution
        Date”), commencing on the First Distribution Date specified above, to the Person
        in whose name this Certificate is registered on the 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 the Holders of Class R Certificates
        on such Distribution Date pursuant to the Agreement.

       

      All
        distributions to the Holder of this Certificate under the Agreement will
        be made
        or caused to be made by the Securities Administrator by wire transfer in
        immediately available funds to the account of the Person entitled thereto
        if
        such Person shall have so notified the Securities Administrator in writing
        at
        least five Business Days prior to the Record Date immediately prior to such
        Distribution Date or otherwise by check mailed by first class mail to the
        address of the Person entitled thereto, as such name and address shall appear
        on
        the Certificate Register. Notwithstanding the above, the final distribution
        on
        this Certificate will be made after due notice by the Securities Administrator
        of the pendency of such distribution and only upon presentation and surrender
        of
        this Certificate at the office or agency appointed by the Securities
        Administrator for that purpose as provided in the Agreement.

      
         

        
          
            
            

          

          
            A-19-3

            
              

            

          

          
            
            

          

        

         

      

      This
        Certificate is one of a duly authorized issue of Certificates designated
        as
        Asset Backed Pass-Through Certificates of the Series specified on the face
        hereof (herein called the “Certificates”) and representing a Percentage Interest
        in the Class of Certificates specified on the face hereof.

       

      The
        Certificates are limited in right of payment to certain collections and
        recoveries respecting the Mortgage Loans, all as more specifically set forth
        herein and in the Agreement. As provided in the Agreement, withdrawals from
        the
        Custodial Account and the Certificate Account may be made from time to time
        for
        purposes other than distributions to Certificateholders, such purposes including
        reimbursement of advances made, or certain expenses incurred, with respect
        to
        the Mortgage Loans.

       

      The
        Agreement permits, with certain exceptions therein provided, the amendment
        thereof and the modification of the rights and obligations of the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the rights of the Certificateholders under
        the
        Agreement at any time by the Depositor, the Interim Servicer, the Servicer,
        the
        Master Servicer, Securities Administrator and the Trustee with the consent
        of
        the Holders of Certificates entitled to at least 66% of the Voting Rights.
        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 herefor 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 Securities Administrator upon surrender of this Certificate for registration
        of transfer at the offices or agencies appointed by the Securities Administrator
        as provided in the Agreement, duly endorsed by, or accompanied by an assignment
        in the form below or other written instrument of transfer in form satisfactory
        to the Securities Administrator 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 evidencing the
        same
        aggregate Percentage Interest will be issued to the designated transferee
        or
        transferees.

       

      No
        transfer of this Certificate shall be made unless the transfer is made pursuant
        to an effective registration statement under the Securities Act of 1933,
        as
        amended (the “1933 Act”), and an effective registration or qualification under
        applicable state securities laws, or is made in a transaction that does not
        require such registration or qualification. In the event that such a transfer
        of
        this Certificate is to be made without registration or qualification, the
        Securities Administrator shall require receipt of (i) if such transfer is
        purportedly being made in reliance upon Rule 144A under the 1933 Act, written
        certifications from the Holder of the Certificate desiring to effect the
        transfer, and from such Holder’s prospective transferee, substantially in the
        forms attached to the Agreement as Exhibit
        F-1,
        and
        (ii) in all other cases, an Opinion of Counsel satisfactory to it that such
        transfer may be made without such registration or qualification (which Opinion
        of Counsel shall not be an expense of the Trust Fund or of the Depositor,
        the
        Securities Administrator, the Master Servicer, the Trustee, the Interim Servicer
        or the Servicer in their respective capacities as such), together with copies
        of
        the written certification(s) of the Holder of the Certificate desiring to
        effect
        the transfer and/or such Holder’s prospective transferee upon which such Opinion
        of Counsel is based. None of the Depositor, the Securities Administrator
        or the
        Trustee is obligated to register or qualify the Class of Certificates specified
        on the face hereof under the 1933 Act or any other securities law or to take
        any
        action not otherwise required under the Agreement to permit the transfer
        of such
        Certificates without registration or qualification. Any Holder desiring to
        effect a transfer of this Certificate shall be required to indemnify the
        Trustee, the Depositor, the Securities Administrator, the Master Servicer,
        the
        Interim Servicer and the Servicer 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.

      
         

        
          
            
            

          

          
            A-19-4

            
              

            

          

          
            
            

          

        

         

      

      No
        purchase or transfer of this Certificate or any interest therein shall be
        made
        to an
        “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
        Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
        ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
        of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
        any entity deemed to hold “plan assets” (within
        the meaning of the Department of Labor regulation promulgated at 29 C.F.R.
§
2510.3-101, as modified by Section 3(42) of ERISA) of
        any of the foregoing (a “Plan”), any
        Person acting, directly or indirectly, on behalf of any such Plan or any
        Person
        acquiring this Certificate with “plan assets” of a Plan, as certified by such
        beneficial owner in the form of Exhibit
        G
        to the
        Agreement, unless the beneficial owner provides
        the Securities Administrator with an Opinion of Counsel acceptable to and
        in
        form and substance satisfactory to the Depositor, the Securities Administrator,
        the Trustee and the Servicer to the effect that the purchase and holding
        of this
        Certificate is permissible under applicable law, will not constitute or result
        in any non-exempt prohibited transaction under Section 406 of ERISA or Section
        4975 of the Code (or comparable provisions of any subsequent enactments)
        and
        will not subject the Depositor, the Servicer, the Trustee or the Trust Fund
        to
        any obligation or liability (including obligations or liabilities under ERISA
        or
        Section 4975 of the Code) in addition to those undertaken in the Agreement,
        which Opinion of Counsel shall not be an expense of the Depositor,
        the Securities Administrator, the Master Servicer, the
        Interim Servicer,
        the
        Servicer, the Trustee or the Trust Fund.

       

      If
        this
        Certificate or any interest therein is acquired or held in violation of the
        provisions of Section 5.02(c) of the Agreement, the next preceding permitted
        beneficial owner will be treated as the beneficial owner of this Certificate
        retroactive to the date of transfer to the purported beneficial owner. Any
        purported beneficial owner whose acquisition or holding of any this Certificate
        or any interest therein was effected in violation of the provisions of Section
        5.02(c) of the Agreement shall indemnify and hold harmless the Depositor,
        the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee and the Trust Fund from and against any and all
        liabilities, claims, costs or expenses incurred by those parties as a result
        of
        that acquisition or holding.

       

      The
        Certificates are issuable in fully registered form only without coupons in
        Classes and denominations representing Percentage Interests specified in
        the
        Agreement. As provided in the Agreement and subject to certain limitations
        therein set forth, the Certificates are exchangeable for new Certificates
        of the
        same Class in authorized denominations 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 of Certificates,
        but the Securities Administrator may require payment of a sum sufficient
        to
        cover any tax or other governmental charge that may be imposed in connection
        with any transfer or exchange of Certificates.

      
         

        
          
            
            

          

          
            A-19-5

            
              

            

          

          
            
            

          

        

         

      

      Prior
        to
        registration of any transfer, sale or other disposition of this Certificate,
        the
        proposed transferee shall provide to the Securities Administrator (i) an
        affidavit to the effect that such transferee is any Person other than a
        Disqualified Organization or the agent (including a broker, nominee or
        middleman) of a Disqualified Organization, and (ii) a certificate that
        acknowledges that (A) the Class R Certificates have been designated as a
        residual interest in a REMIC, (B) it will include in its income a pro
        rata share
        of
        the net income of the Trust Fund and that such income may be an “excess
        inclusion,” as defined in the Code, that, with certain exceptions, cannot be
        offset by other losses or benefits from any tax exemption, and (C) it expects
        to
        have the financial means to satisfy all of its tax obligations including
        those
        relating to holding the Class R Certificates. Notwithstanding the registration
        in the Certificate Register of the Securities Administrator of any transfer,
        sale or other disposition of this Certificate to a Disqualified Organization
        or
        an agent (including a broker, nominee or middleman) of a Disqualified
        Organization, such registration shall be deemed to be of no legal force or
        effect whatsoever and such Person shall not be deemed to be a Certificateholder
        for any purpose, including, but not limited to, the receipt of distributions
        in
        respect of this Certificate.

       

      The
        Holder of this Certificate, by its acceptance hereof, shall be deemed to
        have
        consented to the provisions of Section 5.02 of the Agreement and to any
        amendment of the Agreement deemed necessary by counsel of the Depositor to
        ensure that the transfer of this Certificate to any Person other than a
        Permitted Transferee or any other Person will not cause the Trust Fund to
        cease
        to qualify as a REMIC or cause the imposition of a tax upon the
        REMIC.

       

      The
        Depositor, the Interim Servicer, the Servicer, the Master Servicer, the
        Securities Administrator, the Trustee and any agent of the Depositor, the
        Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator or the Trustee may treat the Person in whose name this Certificate
        is registered as the owner hereof for all purposes, and none of the Depositor,
        the Interim Servicer, the Servicer, the Master Servicer, the Securities
        Administrator, the Trustee nor any such agent shall be affected by notice
        to the
        contrary.

       

      The
        obligations created by the Agreement and the Trust Fund created thereby shall
        terminate upon payment to the Certificateholders of all amounts held by the
        Securities Administrator and required to be paid to them pursuant to the
        Agreement following the earlier of (i) the final payment or other liquidation
        (or any advance with respect thereto) of the last Mortgage Loan and REO Property
        remaining in REMIC I and (ii) the purchase by the party designated in the
        Agreement at a price determined as provided in the Agreement from REMIC I
        of all
        the Mortgage Loans and all property acquired in respect of such Mortgage
        Loans.
        The Agreement permits, but does not require, the party designated in the
        Agreement to purchase from REMIC I all the Mortgage Loans and all property
        acquired in respect of any Mortgage Loan at a price determined as provided
        in
        the Agreement. The exercise of such right will effect early retirement of
        the
        Certificates; however, such right to purchase is subject to the aggregate
        Stated
        Principal Balance of the Mortgage Loans at the time of purchase being less
        than
        10% of the aggregate Stated Principal Balance of the Mortgage Loans as of
        the
        Cut-off Date.

      
         

        
          
            
            

          

          
            A-19-6

            
              

            

          

          
            
            

          

        

         

      

      The
        recitals contained herein shall be taken as statements of the Depositor and
        the
        Trustee and the Securities Administrator assume no responsibility for their
        correctness.

       

      Unless
        the certificate of authentication hereon has been executed by the Securities
        Administrator, by manual signature, this Certificate shall not be entitled
        to
        any benefit under the Agreement or be valid for any purpose.

       


      
        
          
          

        

        
          A-19-7

          
            

          

        

        
          
          

        

      


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

       

      Dated:
        July [__], 2007

       

      


      
        	 	 	 	 	 	 	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                By:
                  _____________________________________________ 
                  Authorized
                    Officer

                

              


      

       

      


      CERTIFICATE
        OF AUTHENTICATION

       

      This
        is
        one of the Certificates referred to in the within-mentioned
        Agreement.

      
         

        


        
          	 	 	 	 	 	 	 	
                  WELLS
                    FARGO BANK, N.A., as Securities Administrator

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:
                    _____________________________________________ 
                    Authorized
                      Signatory

                  

                


        

         

      

      


       

      



      
        
          
          

        

        
          A-19-8

          
            

          

        

        
          
          

        

      


      ABBREVIATIONS

       

      The
        following abbreviations, when used in the inscription on the face of this
        instrument, shall be construed as though they were written out in full according
        to applicable laws or regulations: 

      
         

        
          	
                  TEN
                    COM -

                	
                  as
                    tenants in common

                	
                  UNIF
                    GIFT MIN ACT -

                	
                                 Custodian               

                
	 	 	 	
                  (Cust)     (Minor)

                
	
                  TEN
                    ENT -

                	
                  as
                    tenants by the entireties

                	 	
                  under
                    Uniform Gifts

                
	 	 	 	
                  to
                    Minors Act

                
	
                  JT
                    TEN -

                	
                  as
                    joint tenants with right of 

                	 	
                   _________________

                
	 	
                  survivorship
                    and not as

                	 	
                  (State)

                
	 	
                  tenants
                    in common

                	 	 


        

         

      

      Additional
        abbreviations may also be used though not in the above list.

       

      


      ASSIGNMENT

      
        
           

          FOR
            VALUE
            RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
            _____________________________

          _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________(Please
            print or typewrite name, address including postal zip code, and Taxpayer
            Identification Number of assignee) a Percentage Interest equal to ____%
            evidenced by the within Asset Backed Pass-Through Certificates and hereby
            authorize(s) the registration of transfer of such interest to assignee
            on the
            Certificate Register of the Trust Fund.

           

          I
            (we)
            further direct the Securities Administrator to issue a new Certificate
            of a like
            Percentage Interest and Class to the above named assignee and deliver
            such
            Certificate to the following address:
            _____________________________________________________________________________________________________________

          _____________________________________________________________________________________________________________.


          Dated:

           

          
            	 	______________________________
	 	
                    Signature
                      by or on behalf of assignor

                  
	 	 
	 	 
	 	______________________________
	 	
                    Signature
                      Guaranteed

                  


          


          
            
              
              

            

            
              A-19-9

              
                

              

            

            
              
              

            

          


          DISTRIBUTION
            INSTRUCTIONS

           

          The
            assignee should include the following for purposes of distribution:


           

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


          to
            ___________________________________________________________________________________________________________,

          
            for
              the
              account of
              _______________________________________________________________________________________________,

            account
              number___________, or, if mailed by check, to
              __________________________________________________________________,

            Applicable
              statements should be mailed to
              ____________________________________________________________________________

            _____________________________________________________________________________________________________________.

            This
              information is provided by
              _____________________________________________________________________________________,

            the
              assignee named above, or
              ______________________________________________________________________________________,

            as
              its
              agent.

             

          

        

      

      



      
        
          
          

        

        
          A-19-10

          
            

          

        

        
          
          

        

      



      EXHIBIT
        B

       

      [Reserved]

       

      



      
        
          
          

        

        
          B-1

          
            

          

        

        
          
          

        

      



      EXHIBIT
        C-1

       

      FORM
        OF
        TRUST RECEIPT AND INITIAL CERTIFICATION

       

      [DATE]

      


      
        	
                Stanwich
                  Asset Acceptance Company, L.L.C.

                Seven
                  Greenwich Office Park

                599
                  West Putnam Avenue

                Greenwich,
                  Connecticut 06830

                 

              	 
	
                Carrington
                  Securities, LP

                Seven
                  Greenwich Office Park

                599
                  West Putnam Avenue

                Greenwich,
                  Connecticut 06830

                 

              	 
	
                HSBC
                  Bank USA, National Association

                452
                  Fifth Avenue

                New
                  York, New York 10018 

                 

              	 
	
                Wells
                  Fargo Bank, N.A.

                9062
                  Old Annapolis Road

                Columbia,
                  Maryland 21045

                 

              	 


      

       

      
        	 	
                Re:

              	
                Pooling
                  and Servicing Agreement, dated as of June 1, 2007, among HSBC Bank
                  USA,
                  National Association, as Trustee, Carrington Mortgage Services,
                  LLC, as
                  Servicer, EMC Mortgage Corporation, as Interim Servicer, Wells
                  Fargo Bank,
                  N.A., as Master Servicer and as Securities Administrator and
                  Stanwich Asset Acceptance Company, L.L.C. as
                  Depositor

              


      

       

      Ladies
        and Gentlemen:

       

      In
        accordance with the provisions of Section 2.02 of the above-referenced Pooling
        and Servicing Agreement and the provisions of the Custodial Agreement, the
        undersigned, as the Custodian, hereby certifies that it is holding the Mortgage
        Loans identified on the schedule attached hereto for the exclusive benefit
        of
        the Certificateholders pursuant to the terms and conditions of the Pooling
        and
        Servicing Agreement, and it has received a Mortgage Loan File with respect
        to
        each such Mortgage Loan (other than any Mortgage Loan specifically identified
        on
        the exception report attached hereto) and that with respect to each such
        Mortgage Loan: (i)
        all
        documents constituting part of such Mortgage Loan File required to be delivered
        to it pursuant to the Pooling and Servicing Agreement are in its possession,
        (ii) such documents have been reviewed by the Custodian and appear regular
        on
        their face and relate to such Mortgage Loan and (iii) based on the Custodian’s
        examination and only as to the foregoing, the information set forth in the
        Mortgage Loan Schedule that corresponds to items (i), (iii) and (xvi) of
        the
        definition of “Mortgage Loan Schedule” in the Pooling and Servicing Agreement
        accurately reflects information set forth in the Mortgage Loan File. The
        Custodian hereby confirms that it is holding each such Mortgage File for
        the
        exclusive use and benefit of the Certificateholders pursuant to the terms
        of the
        Pooling and Servicing Agreement.

      
         

        
          
            
            

          

          
            C-1-1

            
              

            

          

          
            
            

          

        

         

      

       

      Capitalized
        terms used herein shall have the meaning ascribed to them in Appendix A of
        the
        Pooling and Servicing Agreement.

       

      


      


      


      LASALLE
        BANK NATIONAL ASSOCIATION, 

      as
        Custodian

       

       

      By:___________________________

      Name:

      Title:

      


      


      



      
        
          
          

        

        
          C-1-2

          
            

          

        

        
          
          

        

      



      EXHIBIT
        C-2

       

      FORM
        OF
        FINAL TRUST RECEIPT

      
         

        [DATE]

      

       

      
        	
                Stanwich
                  Asset Acceptance Company, L.L.C.

                Seven
                  Greenwich Office Park

                599
                  West Putnam Avenue

                Greenwich,
                  Connecticut 06830

                 

              	 
	
                Carrington
                  Securities, LP

                Seven
                  Greenwich Office Park

                599
                  West Putnam Avenue

                Greenwich,
                  Connecticut 06830

                 

              	 
	
                HSBC
                  Bank USA, National Association

                452
                  Fifth Avenue

                New
                  York, New York 10018 

                 

              	 
	
                Wells
                  Fargo Bank, N.A.

                9062
                  Old Annapolis Road

                Columbia,
                  Maryland 21045

                 

              	 


      

       

      
        	 	
                Re:

              	
                Pooling
                  and Servicing Agreement, dated as of June 1, 2007, among HSBC Bank
                  USA,
                  National Association, as Trustee, Carrington Mortgage Services,
                  LLC, as
                  Servicer, EMC Mortgage Corporation, as Interim Servicer, Wells
                  Fargo Bank,
                  N.A., as Master Servicer and as Securities Administrator and Stanwich
                  Asset Acceptance Company, L.L.C. as
                  Depositor

              


      

       

      Ladies
        and Gentlemen:

       

      In
        accordance
        with the provisions of Section 2.02 of the above-referenced Pooling and
        Servicing Agreement and of the Custodial Agreement, the undersigned, as the
        Custodian, hereby certifies that as to each Mortgage Loan listed on the Mortgage
        Loan Schedule (other than any Mortgage Loan paid in full or any Mortgage
        Loan
        listed on the attachment hereto) it has reviewed the Mortgage Loan Files
        and has
        determined that (i) all documents required to be delivered to it pursuant
        to
        Sections 2.01(i), (ii), (iii), (iv), (v) and (vi) of the Pooling and Servicing
        Agreement are in its possession; (ii) such documents have been reviewed by
        it
        and appear regular on their face and relate to such Mortgage Loan; (iii)
        based
        on
        the Custodian’s examination and only as to the foregoing, the information set
        forth in the Mortgage Loan Schedule that corresponds to items (i), (iii)
        and
        (xvi) of the definition of “Mortgage Loan Schedule” in the Pooling and Servicing
        Agreement accurately reflects information set forth in the Mortgage Loan
        File;
and
        (iv)
        each Mortgage Note has been endorsed as provided in Section 2.02 of the Pooling
        and Servicing Agreement and each Mortgage has been assigned in accordance
        with
        Section 2.02 of the Pooling and Servicing Agreement. The Custodian makes
        no
        representations as to (i) the validity, legality, enforceability, sufficiency,
        recordability, due authorization or genuineness of any of the documents
        contained in each Mortgage Loan File or of any of the Mortgage Loans or (ii)
        the
        collectability, insurability, perfection, priority, effectiveness or suitability
        of any such Mortgage Loan.

      

        
          
            
            

          

          
            C-2-1

            
              

            

          

          
            
            

          

        



      The
        Custodian hereby confirms that it is holding each such Mortgage Loan File
        for
        the exclusive use and benefit, and subject to the sole direction, of the
        Certificateholders pursuant to the terms and conditions of the Pooling and
        Servicing Agreement.

       

      Capitalized
        terms used herein shall have the meaning ascribed to them in Appendix A of
        the
        Pooling and Servicing Agreement.

      
        


        


        LASALLE
          BANK NATIONAL ASSOCIATION, 

        as
          Custodian

         

         

        By:___________________________

        Name:

        Title:

      

       

      


      



      
        
          
          

        

        
          C-2-2

          
            

          

        

        
          
          

        

      



      EXHIBIT
        D

       

      FORM
        OF
        MORTGAGE LOAN PURCHASE AGREEMENT

       

      [To
        be
        attached]

      


      


      



      
        
          
          

        

        
          D-1

          
            

          

        

        
          
          

        

      



      EXHIBIT
        E

       

      REQUEST
        FOR RELEASE

      (for
        Trustee/Custodian)

       

      
        	
                Loan
                  Information

              	 	 
	 	 	 	 
	 	
                Name
                  of Mortgagor:

              	________________________________	 
	 	 	 	 
	 	
                Master
                  Servicer

              	 	 
	 	
                Loan
                  No.: 

              	________________________________	 
	 	 	 	 
	
                Trustee/Custodian

              	 	 
	 	 	 	 
	 	
                Name:
                  

              	________________________________	 
	 	 	 	 
	 	
                Address:

              	________________________________	 
	 	 	________________________________	 
	 	 	 	 
	 	
                Trustee/Custodian

              	 	 
	 	
                Mortgage
                  File No.:

              	 	 
	 	 	 	 
	
                Trustee

              	 	 
	 	 	 	 
	 	
                Name:

              	________________________________	 
	 	 	 	 
	 	
                Address:

              	________________________________	 
	 	 	________________________________	 
	 	 	 	 
	
                Depositor

              	 	 
	 	 	 	 
	 	
                Name:

              	
                STANWICH
                  ASSET ACCEPTANCE COMPANY, L.L.C.

              
	 	 	 	 
	 	
                Address:

              	________________________________	 
	 	 	________________________________ 	 
	 	 	 	 
	 	
                Certificates:
                  

              	
                Carrington
                  Mortgage Loan Trust, Series 2007-HE1 Asset-Backed Pass-Through
                  Certificates

              	 
	 	 	 	 
	 	 	 	 


      

      


      The
        undersigned Servicer hereby acknowledges that it has received from
        _______________________, as [Custodian] for the Holders of Carrington Mortgage
        Loan Trust, Series 2007-HE1 Asset-Backed Pass-Through Certificates the documents
        referred to below (the “Documents”). All capitalized terms not otherwise defined
        in this Request for Release shall have the meanings given them in the Pooling
        and Servicing Agreement, dated as of June 1, 2007, among the Trustee, the
        Depositor, the Interim Servicer, the Servicer, the Master Servicer and the
        Securities Administrator (the “Pooling and Servicing Agreement”).

       

      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      

       

      ( )
        Promissory Note dated _______________, 20__, in the original principal sum
        of
        $__________, made by _____________________, payable to, or endorsed to the
        order
        of, the Trustee.

       

      ( )
        Mortgage recorded on _________________________ as instrument no.
        ____________________ in the County Recorder’s Office of the County of
        _________________, State of __________________ in book/reel/docket
        _________________ of official records at page/image _____________.

       

      ( )
        Deed of
        Trust recorded on ___________________ as instrument no. ________________
        in the
        County Recorder’s Office of the County of _________________, State of
        ____________________ in book/reel/docket _________________ of official records
        at page/image ______________.

       

      ( )
        Assignment of Mortgage or Deed of Trust to the Trustee, recorded on
        ___________________ as instrument no. _________ in the County Recorder’s Office
        of the County of _______________, State of _______________________ in
        book/reel/docket ____________ of official records at page/image
        ____________.

       

      ( )
        Other
        documents, including any amendments, assignments or other assumptions of
        the
        Mortgage Note or Mortgage.

       

      ( ) _____________________________________________

       

      ( ) _____________________________________________

       

      ( ) _____________________________________________

       

      ( ) _____________________________________________

       

      The
        undersigned Servicer hereby acknowledges and agrees as follows:

       

      (1)
        The
        Servicer shall hold and retain possession of the Documents in trust for the
        benefit of the Trustee, solely for the purposes provided in the
        Agreement.

       

      (2)
        The
        Servicer shall not cause or permit the Documents to become subject to, or
        encumbered by, any claim, liens, security interest, charges, writs of attachment
        or other impositions nor shall the Servicer assert or seek to assert any
        claims
        or rights of setoff to or against the Documents or any proceeds
        thereof.

       

      (3)
        The
        Servicer shall return each and every Document previously requested from the
        Mortgage File to the [Custodian] when the need therefor no longer exists,
        unless
        the Mortgage Loan relating to the Documents has been liquidated and the proceeds
        thereof have been remitted to the Custodial Account and except as expressly
        provided in the Agreement.

       


      
        
          
          

        

        
          E-2

          
            

          

        

        
          
          

        

      


      (4)
        The
        Documents and any proceeds thereof, including any proceeds of proceeds, coming
        into the possession or control of the Servicer shall at all times be earmarked
        for the account of the Trustee, and the Servicer shall keep the Documents
        and
        any proceeds separate and distinct from all other property in the Servicer’s
        possession, custody or control.

       

      Dated:

       

      


      
        	 	
                [______________________________],
                  as Servicer

              
	 	 
	 	 
	 	 
	 	
                By:
                  ___________________________________

              
	 	
                Name:

              
	 	
                Title:

              


      

      


      


      



      
        
          
          

        

        
          E-3

          
            

          

        

        
          
          

        

      



      EXHIBIT
        F-1

       

      FORM
        OF
        TRANSFEROR REPRESENTATION LETTER

       

      [Date]

       

      Wells
        Fargo Bank, N.A.

      Sixth
        and
        Marquette

      Minneapolis,
        MN 55749-0113

      Attention:
        Corporate Trust Services - Carrington Mortgage Loan Trust, 2007-HE1

       

      Wells
        Fargo Bank, N.A.

      9062
        Old
        Annapolis Road

      Columbia,
        Maryland 21045

       

      
        	 	
                Re:

              	
                Carrington
                  Mortgage Loan Trust, Series 2007-HE1 Asset-Backed Pass-Through
                  Certificates, Class ___, representing a ___% Class Percentage
                  Interest

              


      

       

      Ladies
        and Gentlemen:

       

      In
        connection with the transfer by ________________ (the “Transferor”) to
        ________________ (the “Transferee”) of the captioned mortgage pass-through
        certificates (the “Certificates”), the Transferor hereby certifies as
        follows:

       

      Neither
        the Transferor nor anyone acting on its behalf has (a) offered, pledged,
        sold,
        disposed of or otherwise transferred any Certificate, any interest in any
        Certificate or any other similar security to any person in any manner, (b)
        has
        solicited any offer to buy or to accept a pledge, disposition or other transfer
        of any Certificate, any interest in any Certificate or any other similar
        security from any person in any manner, (c) has otherwise approached or
        negotiated with respect to any Certificate, any interest in any Certificate
        or
        any other similar security with any person in any manner, (d) has made any
        general solicitation by means of general advertising or in any other manner,
        (e)
        has taken any other action, that (in the case of each of subclauses (a) through
        (e) above) would constitute a distribution of the Certificates under the
        Securities Act of 1933, as amended (the “1933 Act”), or would render the
        disposition of any Certificate a violation of Section 5 of the 1933 Act or
        any
        state securities law or would require registration or qualification pursuant
        thereto. The Transferor will not act, nor has it authorized or will it authorize
        any person to act, in any manner set forth in the foregoing sentence with
        respect to any Certificate. The Transferor will not sell or otherwise transfer
        any of the Certificates, except in compliance with the provisions of that
        certain Pooling and Servicing Agreement, dated as of June 1, 2007, among
        Stanwich Asset Acceptance Company, L.L.C. as Depositor, Carrington Mortgage
        Services, LLC, as Servicer, EMC Mortgage Corporation, as Interim Servicer,
        Wells
        Fargo Bank, N.A., as Master Servicer and as Securities Administrator and
        HSBC
        Bank USA, National Association as Trustee (the “Pooling and Servicing
        Agreement”), pursuant to which Pooling and Servicing Agreement the Certificates
        were issued.

       


      
        
          
          

        

        
          F-1-1

          
            

          

        

        
          
          

        

      


      Capitalized
        terms used but not defined herein shall have the meanings assigned thereto
        in
        the Pooling and Servicing Agreement.

       

      
        	 	
                Very
                  truly yours,

              
	 	 
	 	
                [Transferor]

              
	 	 
	 	 
	 	
                By:
                  ___________________________

              
	 	
                Name:

              
	 	
                Title:

              


      


      
        
          
          

        

        
          F-1-2

          
            

          

        

        
          
          

        

      


      FORM
        OF
        TRANSFEREE REPRESENTATION LETTER

       

      [Date]

      


      Wells
        Fargo Bank, N.A.

      Sixth
        and
        Marquette

      Minneapolis,
        MN 55749-0113

      Attention:
        Corporate Trust Services - Carrington Mortgage Loan Trust, 2007-HE1

       

      Wells
        Fargo Bank, N.A.

      9062
        Old
        Annapolis Road

      Columbia,
        Maryland 21045

      


      
        	 	
                Re:

              	
                Carrington
                  Mortgage Loan Trust, Series 2007-HE1 Asset-Backed Pass-Through
                  Certificates, Class ___, representing a ___% Percentage
                  Interest

              


      

      


      Ladies
        and Gentlemen:

       

      In
        connection with the purchase from ______________________ (the “Transferor”) on
        the date hereof of the captioned trust certificates (the “Certificates”),
        _______________ (the “Transferee”) hereby certifies as follows:

       

      The
        Transferee is a “qualified institutional buyer” as that term is defined in Rule
        144A (“Rule 144A”) under the Securities Act of 1933 (the “1933 Act”) and has
        completed either of the forms of certification to that effect attached hereto
        as
        Annex 1 or Annex 2. The Transferee is aware that the sale to it is being
        made in
        reliance on Rule 144A. The Transferee is acquiring the Certificates for its
        own
        account or for the account of a qualified institutional buyer, and understands
        that such Certificate may be resold, pledged or transferred only (i) to a
        person
        reasonably believed to be a qualified institutional buyer that purchases
        for its
        own account or for the account of a qualified institutional buyer to whom
        notice
        is given that the resale, pledge or transfer is being made in reliance on
        Rule
        144A, or (ii) pursuant to another exemption from registration under the 1933
        Act.

       

      2. 
        The
        Transferee has been furnished with all information regarding (a) the
        Certificates and distributions thereon, (b) the nature, performance and
        servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement
        referred to below, and (d) any credit enhancement mechanism associated with
        the
        Certificates, that it has requested.

       


      
        
          
          

        

        
          F-1-3

          
            

          

        

        
          
          

        

      


      All
        capitalized terms used but not otherwise defined herein have the respective
        meanings assigned thereto in the Pooling and Servicing Agreement, dated as
        of
        June 1, 2007, among Stanwich Asset Acceptance Company, L.L.C. as Depositor,
        Carrington Mortgage Services, LLC, as Servicer, EMC Mortgage Corporation,
        as
        Interim Servicer, Wells Fargo Bank, N.A., as Master Servicer and as Securities
        Administrator and HSBC Bank USA, National Association as Trustee, pursuant
        to
        which the Certificates were issued.

       

      
        	 	
                [TRANSFEREE]

              
	 	 
	 	
                By:
                  _____________________________

              
	 	
                Name:

              
	 	
                Title:

              


      


      
        
          
          

        

        
          F-1-4

          
            

          

        

        
          
          

        

      


      ANNEX
        1 TO EXHIBIT F-1

       

      QUALIFIED
        INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

       

      [For
        Transferees Other Than Registered Investment Companies]

       

      The
        undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”), Wells Fargo Bank, N.A., as Securities Administrator and HSBC Bank
        USA, National Association, as Trustee, with respect to the mortgage pass-through
        certificates (the “Certificates”) described in the Transferee Certificate to
        which this certification relates and to which this certification is an
        Annex:

       

      1. As
        indicated below, the undersigned is the President, Chief Financial Officer,
        Senior Vice President or other executive officer of the entity purchasing
        the
        Certificates (the “Transferee”).

       

      2. In
        connection with purchases by the Transferee, the Transferee is a “qualified
        institutional buyer” as that term is defined in Rule 144A under the Securities
        Act of 1933 (“Rule 144A”) because (i) the Transferee owned and/or invested on a
        discretionary basis $______________________1 
        in
        securities (except for the excluded securities referred to below) as of the
        end
        of the Transferee’s most recent fiscal year (such amount being calculated in
        accordance with Rule 144A) and (ii) the Transferee satisfies the criteria
        in the
        category marked below.

       

      ___
        CORPORATION, ETC. The Transferee is a corporation (other than a bank, savings
        and loan association or similar institution), Massachusetts or similar business
        trust, partnership, or any organization described in Section 501(c)(3) of
        the
        Internal Revenue Code of 1986.

       

      ___
        BANK.
        The Transferee (a) is a national bank or banking institution organized under
        the
        laws of any State, territory or the District of Columbia, the business of
        which
        is substantially confined to banking and is supervised by the State or
        territorial banking commission or similar official or is a foreign bank or
        equivalent institution, and (b) has an audited net worth of at least $25,000,000
        as demonstrated in its latest annual financial statements, a copy of which
        is
        attached hereto.

       

      ___
        SAVINGS AND LOAN. The Transferee (a) is a savings and loan association, building
        and loan association, cooperative bank, homestead association or similar
        institution, which is supervised and examined by a State or Federal authority
        having supervision over any such institutions or is a foreign savings and
        loan
        association or equivalent institution and (b) has an audited net worth of
        at
        least

       

      _____________

      
        1 Transferee
          must own and/or invest on a discretionary basis at least $100,000,000 in
          securities unless Transferee is a dealer, and, in that case, Transferee
          must own
          and/or invest on a discretionary basis at least $10,000,000 in securities.
          $25,000,000 as demonstrated in its latest annual financial statements,
          A COPY OF
          WHICH IS ATTACHED HERETO.

      


      
        
          
          

        

        
          F-1-5

          
            

          

        

        
          
          

        

      


      ___
        BROKER-DEALER. The Transferee is a dealer registered pursuant to Section
        15 of
        the Securities Exchange Act of 1934.

       

      ___
        INSURANCE COMPANY. The Transferee is an insurance company whose primary and
        predominant business activity is the writing of insurance or the reinsuring
        of
        risks underwritten by insurance companies and which is subject to supervision
        by
        the insurance commissioner or a similar official or agency of a State, territory
        or the District of Columbia.

       

      ___
        STATE
        OR LOCAL PLAN. The Transferee is a plan established and maintained by a State,
        its political subdivisions, or any agency or instrumentality of the State
        or its
        political subdivisions, for the benefit of its employees.

       

      ___
        ERISA
        PLAN. The Transferee is an employee benefit plan within the meaning of Title
        I
        of the Employee Retirement Income Security Act of 1974.

       

      ___
        INVESTMENT ADVISOR. The Transferee is an investment advisor registered under
        the
        Investment Advisers Act of 1940.

       

      3. The
        term
“SECURITIES” as used herein DOES NOT INCLUDE (i) securities of issuers that are
        affiliated with the Transferee, (ii) securities that are part of an unsold
        allotment to or subscription by the Transferee, if the Transferee is a dealer,
        (iii) securities issued or guaranteed by the U.S. or any instrumentality
        thereof, (iv) bank deposit notes and certificates of deposit, (v) loan
        participations, (vi) repurchase agreements, (vii) securities owned but subject
        to a repurchase agreement and (viii) currency, interest rate and commodity
        swaps.

       

      4. For
        purposes of determining the aggregate amount of securities owned and/or invested
        on a discretionary basis by the Transferee, the Transferee used the cost
        of such
        securities to the Transferee and did not include any of the securities referred
        to in the preceding paragraph. Further, in determining such aggregate amount,
        the Transferee may have included securities owned by subsidiaries of the
        Transferee, but only if such subsidiaries are consolidated with the Transferee
        in its financial statements prepared in accordance with generally accepted
        accounting principles and if the investments of such subsidiaries are managed
        under the Transferee’s direction. However, such securities were not included if
        the Transferee is a majority-owned, consolidated subsidiary of another
        enterprise and the Transferee is not itself a reporting company under the
        Securities Exchange Act of 1934.

       

      5. The
        Transferee acknowledges that it is familiar with Rule 144A and understands
        that
        the Transferor and other parties related to the Certificates are relying
        and
        will continue to rely on the statements made herein because one or more sales
        to
        the Transferee may be in reliance on Rule 144A.

       

      
        	
                ___
                  

              	
                ___
                  

              	
                Will
                  the Transferee be purchasing the Certificates

              
	
                Yes
                  

              	
                No
                  

              	
                only
                  for the Transferee’s own account?

              


      

       

      6. If
        the
        answer to the foregoing question is “no”, the Transferee agrees that, in
        connection with any purchase of securities sold to the Transferee for the
        account of a third party (including any separate account) in reliance on
        Rule
        144A, the Transferee will only purchase for the account of a third party
        that at
        the time is a “qualified institutional buyer” within the meaning of Rule 144A.
        In addition, the Transferee agrees that the Transferee will not purchase
        securities for a third party unless the Transferee has obtained a current
        representation letter from such third party or taken other appropriate steps
        contemplated by Rule 144A to conclude that such third party independently
        meets
        the definition of “qualified institutional buyer” set forth in Rule
        144A.

       


      
        
          
          

        

        
          F-1-6

          
            

          

        

        
          
          

        

      


      7. The
        Transferee will notify each of the parties to which this certification is
        made
        of any changes in the information and conclusions herein. Until such notice
        is
        given, the Transferee’s purchase of the Certificates will constitute a
        reaffirmation of this certification as of the date of such purchase. In
        addition, if the Transferee is a bank or savings and loan as provided above,
        the
        Transferee agrees that it will furnish to such parties updated annual financial
        statements promptly after they become available.

       

      Dated:

       

      
        	 	 
	 	
                Print
                  Name of Transferee

              
	 	 
	 	 
	 	
                By:
                  ____________________________

              
	 	
                Name:

              
	 	
                Title:

              


      

      



      
        
          
          

        

        
          F-1-7

          
            

          

        

        
          
          

        

      


      ANNEX
        2 TO EXHIBIT F-1

       

      QUALIFIED
        INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

       

      [For
        Transferees That Are Registered Investment Companies]

       

      The
        undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”), Wells Fargo Bank, N.A., as Securities Administrator and HSBC Bank
        USA, National Association, as Trustee, with respect to the mortgage pass-
        through certificates (the “Certificates”) described in the Transferee
        Certificate to which this certification relates and to which this certification
        is an Annex:

       

      1. As
        indicated below, the undersigned is the President, Chief Financial Officer
        or
        Senior Vice President of the entity purchasing the Certificates (the
“Transferee”) or, if the Transferee is a “qualified institutional buyer” as that
        term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”)
        because the Transferee is part of a Family of Investment Companies (as defined
        below), is such an officer of the investment adviser (the
“Adviser”).

       

      2. In
        connection with purchases by the Transferee, the Transferee is a “qualified
        institutional buyer” as defined in Rule 144A because (i) the Transferee is an
        investment company registered under the Investment Company Act of 1940, and
        (ii)
        as marked below, the Transferee alone, or the Transferee’s Family of Investment
        Companies, owned at least $100,000,000 in securities (other than the excluded
        securities referred to below) as of the end of the Transferee’s most recent
        fiscal year. For purposes of determining the amount of securities owned by
        the
        Transferee or the Transferee’s Family of Investment Companies, the cost of such
        securities was used.

       

      
        	
                ____
                  

              	 	
                The
                  Transferee owned $___________________ in securities (other than
                  the
                  excluded securities referred to below) as of the end of the Transferee’s
                  most recent fiscal year (such amount being calculated in accordance
                  with
                  Rule 144A).

              
	
                ____
                  

              	 	
                The
                  Transferee is part of a Family of Investment Companies which owned
                  in the
                  aggregate $______________ in securities (other than the excluded
                  securities referred to below) as of the end of the Transferee’s most
                  recent fiscal year (such amount being calculated in accordance
                  with Rule
                  144A).

              


      

       

      3. The
        term
“FAMILY OF INVESTMENT COMPANIES” as used herein means two or more registered
        investment companies (or series thereof) that have the same investment adviser
        or investment advisers that are affiliated (by virtue of being majority owned
        subsidiaries of the same parent or because one investment adviser is a majority
        owned subsidiary of the other).

       

      4. The
        term
“SECURITIES” as used herein does not include (i) securities of issuers that are
        affiliated with the Transferee or are part of the Transferee’s Family of
        Investment Companies, (ii) securities issued or guaranteed by the U.S. or
        any
        instrumentality thereof, (iii) bank deposit notes and certificates of deposit,
        (iv) loan participations, (v) repurchase agreements, (vi) securities owned
        but
        subject to a repurchase agreement and (vii) currency, interest rate and
        commodity swaps.

       


      
        
          
          

        

        
          F-1-8

          
            

          

        

        
          
          

        

      


      5. The
        Transferee is familiar with Rule 144A and understands that the parties to
        which
        this certification is being made are relying and will continue to rely on
        the
        statements made herein because one or more sales to the Transferee will be
        in
        reliance on Rule 144A. In addition, the Transferee will only purchase for
        the
        Transferee’s own account.

       

      6. The
        undersigned will notify the parties to which this certification is made of
        any
        changes in the information and conclusions herein. Until such notice, the
        Transferee’s purchase of the Certificates will constitute a reaffirmation of
        this certification by the undersigned as of the date of such
        purchase.

       

      Dated:

       

      
        	 	__________________________________
	 	
                Print
                  Name of Transferee or Advisor

              
	 	 
	 	 
	 	
                By:
                  ____________________________________

              
	 	
                Name:

              
	 	
                Title:

              
	 	 
	 	 
	 	
                IF
                  AN ADVISER:

              
	 	 
	 	__________________________________
	 	
                Print
                  Name of Transferee

              


      

      



      
        
          
          

        

        
          F-1-9

          
            

          

        

        
          
          

        

      


      FORM
        OF
        TRANSFEREE REPRESENTATION LETTER

       

      The
        undersigned hereby certifies on behalf of the purchaser named below (the
        “Purchaser”) as follows:

       

      1. I
        am an
        executive officer of the Purchaser.

       

      2. The
        Purchaser is a “qualified institutional buyer”, as defined in Rule 144A, (“Rule
        144A”) under the Securities Act of 1933, as amended.

       

      3. As
        of the
        date specified below (which is not earlier than the last day of the Purchaser’s
        most recent fiscal year), the amount of “securities”, computed for purposes of
        Rule 144A, owned and invested on a discretionary basis by the Purchaser was
        in
        excess of $100,000,000.

       

      
        	 	
                Name
                  of Purchaser

              
	 	 
	 	 
	 	
                
                  By:
                    ____________________________________

                

              
	 	
                Name:

              
	 	
                Title:

              


      

      


      Date
        of
        this certificate:

       

      Date
        of
        information provided in paragraph 3:

       

      
        
          
          

        

        
          F-1-10

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
        F-2

       

      FORM
        OF
        TRANSFER AFFIDAVIT AND AGREEMENT

       

      
        	
                STATE
                  OF NEW YORK 

              	
                )

              
	
                COUNTY
                  OF NEW YORK 

              	
                )

              


      

      


       

      __________________________,
        being duly sworn, deposes, represents and warrants as follows:

       

      1. I
        am a
        ______________________ of ____________________________ (the “Owner”) a
        corporation duly organized and existing under the laws of ______________,
        the
        record owner of Carrington Mortgage Loan Trust, Series 2007-HE1 Asset-Backed
        Pass-Through Certificates, Class R-I Certificates and the Class R-II, (the
        “Class R Certificates”), on behalf of whom I make this affidavit and agreement.
        Capitalized terms used but not defined herein have the respective meanings
        assigned thereto in the Pooling and Servicing Agreement pursuant to which
        the
        Class R Certificates were issued.

       

      2. The
        Owner
        (i) is and will be a “Permitted Transferee” as of ____________, 20__ and (ii) is
        acquiring the Class R Certificates for its own account or for the account
        of
        another Owner from which it has received an affidavit in substantially the
        same
        form as this affidavit. A “Permitted Transferee” is any person other than a
“disqualified organization” or a possession of the United States. 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. The
        Owner either (i) is not a Plan, any Person acting, directly or indirectly,
        on
        behalf of any such Plan or any Person acquiring the Class R Certificates
        with
“plan assets” (within the meaning of the Department of Labor regulation
        promulgated at 29 C. F. R. § 2510.3-101,
        as modified by Section 3(42) of ERISA)
        of a Plan, or (ii) has provided the Securities
        Administrator
        with an Opinion of Counsel acceptable to and in form and substance satisfactory
        to the Depositor, the Trustee, the Securities Administrator, the Master Servicer
        and the Servicer to the effect that the purchase and holding of the Class
        R
        Certificates are permissible under applicable law, will not constitute or
        result
        in any non-exempt prohibited transaction under Section 406 of ERISA or Section
        4975 of the Code (or comparable provisions of any subsequent enactments)
        and
        will not subject the Depositor, the Servicer, the Interim Servicer, the Trustee,
        the Securities Administrator, the Master Servicer or the Trust Fund to any
        obligation or liability (including obligations or liabilities under ERISA
        or
        Section 4975 of the Code) in addition to those undertaken in the Pooling
        and
        Servicing Agreement, which Opinion of Counsel shall not be an expense of
        the
        Depositor, the
        Interim Servicer, the
        Servicer, the Trustee the Securities Administrator, the Master Servicer or
        the
        Trust Fund.

       


      
        
          
          

        

        
          F-2-1

          
            

          

        

        
          
          

        

      


      4. The
        Owner
        is aware (i) of the tax that would be imposed on transfers of the Class R
        Certificates to disqualified organizations under the Internal Revenue Code
        of
        1986 that applies to all transfers of the Class R Certificates after March
        31,
        1988; (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 each of the Class R
        Certificates may be a “noneconomic residual interest” within the meaning of
        proposed Treasury regulations promulgated under the Code and that the transferor
        of a “noneconomic residual interest” will remain liable for any taxes due with
        respect to the income on such residual interest, unless no significant purpose
        of the transfer is to impede the assessment or collection of tax.

       

      5. The
        Owner
        is aware of the tax imposed on a “pass-through entity” holding the Class R
        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.)

       

      6. The
        Owner
        is aware that the Securities Administrator will not register the transfer
        of any
        Class R Certificate unless the transferee, or the transferee’s agent, delivers
        to the Securities Administrator, among other things, an affidavit in
        substantially the same form as this affidavit. 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.

       

      7. 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 R Certificates will only be owned, directly or indirectly,
        by an Owner that is a Permitted Transferee.

       

      8. The
        Owner’s taxpayer identification number is _________________.

       

      9. The
        Owner
        has reviewed the restrictions set forth on the face of the Class R Certificates
        and the provisions of Section 6.02(d) of the Pooling and Servicing Agreement
        under which the Class R Certificates were issued (in particular, clauses
        (iii)(A) and (iii)(B) of Section 6.02(d) which authorize the Securities
        Administrator to deliver payments to a person other than the Owner and negotiate
        a mandatory sale by the [Trustee] in the event that the Owner holds such
        Certificate in violation of Section 6.02(d)); and that the Owner expressly
        agrees to be bound by and to comply with such restrictions and
        provisions.

       

      10. The
        Owner
        is not acquiring and will not transfer the Class R Certificates in order
        to
        impede the assessment or collection of any tax.

       


      
        
          
          

        

        
          F-2-2

          
            

          

        

        
          
          

        

      


      11. The
        Owner
        anticipates that it will, so long as it holds the Class R Certificates, have
        sufficient assets to pay any taxes owed by the holder of such Class R
        Certificates, and hereby represents to and for the benefit of the person
        from
        whom it acquired the Class R Certificates that the Owner intends to pay taxes
        associated with holding such Class R Certificates as they become due, fully
        understanding that it may incur tax liabilities in excess of any cash flows
        generated by the Class R Certificates.

       

      12. The
        Owner
        has no present knowledge that it may become insolvent or subject to a bankruptcy
        proceeding for so long as it holds the Class R Certificates.

       

      13. 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.

       

      14. The
        Owner
        is not acquiring the Class R Certificates with the intent to transfer the
        Class
        R Certificates to any person or entity that will not have sufficient assets
        to
        pay any taxes owed by the holder of such Class R Certificates, or that may
        become insolvent or subject to a bankruptcy proceeding, for so long as the
        Class
        R Certificates remain outstanding.

       

      15. The
        Owner
        will, in connection with any transfer that it makes of the Class R Certificates,
        obtain from its transferee the representations required by Section 5.02(d)
        of
        the Pooling and Servicing Agreement under which the Class R Certificate were
        issued and will not consummate any such transfer if it knows, or knows facts
        that should lead it to believe, that any such representations are
        false.

       

      16. The
        Owner
        will, in connection with any transfer that it makes of the Class R Certificates,
        deliver to the Securities Administrator an affidavit, which represents and
        warrants that it is not transferring the Class R Certificates to impede the
        assessment or collection of any tax and that it has no actual knowledge that
        the
        proposed transferee: (i) has insufficient assets to pay any taxes owed by
        such
        transferee as holder of the Class R Certificates; (ii) may become insolvent
        or
        subject to a bankruptcy proceeding for so long as the Class R Certificates
        remains outstanding; and (iii) is not a “Permitted Transferee”.

       

      17. 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
        or
        any political subdivision thereof, or an estate or trust whose income from
        sources without the United States may be included 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.

       

      18. The
        Owner
        of the Class R Certificate, hereby agrees that in the event that the Trust
        Fund
        created by the Pooling and Servicing Agreement is terminated pursuant to
        Section
        9.01 thereof, the undersigned shall assign and transfer to the Holders of
        the
        Class CE Certificates (with respect to a termination of REMIC I) any amounts
        in
        excess of par received in connection with such termination. Accordingly,
        in the
        event of such termination, the Securities Administrator is hereby authorized
        to
        withhold any such amounts in excess of par and to pay such amounts directly
        to
        the Holders of the Class CE Certificates. This agreement shall bind and be
        enforceable against any successor, transferee or assigned of the undersigned
        in
        the Class R Certificate. In connection with any transfer of the Class R
        Certificate, the Owner shall obtain an agreement substantially similar to
        this
        clause from any subsequent owner.

       


      
        
          
          

        

        
          F-2-3

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
        behalf, pursuant to the authority of its Board of Directors, by its [Vice]
        President, attested by its [Assistant] Secretary, this ____ day of __________,
        20__.

       

      


      
        	 	
                [OWNER]

              
	 	 
	 	 
	 	
                
                  By:
                    ____________________________________

                

              
	 	
                Name:

              
	 	
                Title:

              	
                [Vice]
                  President

              
	 	 
	
                ATTEST:

              	 
	 	 
	 	 
	
                
                  By:
                    ____________________________________

                

              	 
	
                Name:

              	 
	
                Title:

              	
                [Assistant]
                  Secretary

              	 


      

      


      Personally
        appeared before me the above-named, known or proved to me to be the same
        person
        who executed the foregoing instrument and to be a [Vice] President of the
        Owner,
        and acknowledged to me that [he/she] executed the same as [his/her] free
        act and
        deed and the free act and deed of the Owner.

       

      Subscribed
        and sworn before me this ____ day of __________, 20___.

       

      
        	 	__________________________________________
	 	
                Notary
                  Public

              
	 	 
	 	
                County
                  of __________________ 

              
	 	
                State
                  of ___________________

              
	 	 
	 	
                My
                  Commission expires:

              


      


      
        
          
          

        

        
          F-2-4

          
            

          

        

        
          
          

        

      


      FORM
        OF TRANSFEROR AFFIDAVIT

       

      
        	
                STATE
                  OF NEW YORK 

              	
                )

              
	
                COUNTY
                  OF NEW YORK 

              	
                )

              


      

       

      __________________________,
        being duly sworn, deposes, represents and warrants as follows:

       

      1. I
        am a
        ____________________ of ____________________________ (the “Owner”), a
        corporation duly organized and existing under the laws of ______________,
        on
        behalf of whom I make this affidavit.

       

      2. The
        Owner
        is not transferring the Class R Certificates (the “Residual Certificates”) to
        impede the assessment or collection of any tax.

       

      3. The
        Owner
        has no actual knowledge that the Person that is the proposed transferee (the
        “Purchaser”) of the Residual Certificates: (i) has insufficient assets to pay
        any taxes owed by such proposed transferee as holder of the Residual
        Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
        for so long as the Residual Certificates remain outstanding and (iii) is
        not a
        Permitted Transferee.

       

      4. The
        Owner
        understands that the Purchaser has delivered to the Securities Administrator
        a
        transfer affidavit and agreement in the form attached to the Pooling and
        Servicing Agreement as Exhibit F-2. The Owner does not know or believe that
        any
        representation contained therein is false.

       

      5. At
        the
        time of transfer, the Owner has conducted a reasonable investigation of the
        financial condition of the Purchaser as contemplated by Treasury Regulations
        Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Owner
        has
        determined that the Purchaser has historically paid its debts as they became
        due
        and has found no significant evidence to indicate that the Purchaser will
        not
        continue to pay its debts as they become due in the future. The Owner
        understands that the transfer of a Residual Certificate may not be respected
        for
        United States income tax purposes (and the Owner may continue to be liable
        for
        United States income taxes associated therewith) unless the Owner has conducted
        such an investigation.

       

      6. Capitalized
        terms not otherwise defined herein shall have the meanings ascribed to them
        in
        the Pooling and Servicing Agreement.

       


      
        
          
          

        

        
          F-2-5

          
            

          

        

        
          
          

        

      


      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 [Vice]
        President, attested by its [Assistant] Secretary, this ____ day of ___________,
        20__.

       

      


      
        	 	
                [OWNER]

              
	 	 
	 	 
	 	
                
                  
                    By:
                      ____________________________________

                  

                

              
	 	
                Name:

              
	 	
                Title:

              	
                [Vice]
                  President

              
	 	 
	
                ATTEST:

              	 
	 	 
	 	 
	
                
                  By:
                    ____________________________________

                

              	 
	
                Name:

              	 
	
                Title:

              	
                [Assistant]
                  Secretary

              	 


      

      


       

      Personally
        appeared before me the above-named , known or proved to me to be the same
        person
        who executed the foregoing instrument and to be a [Vice] President of the
        Owner,
        and acknowledged to me that [he/she] executed the same as [his/her] free
        act and
        deed and the free act and deed of the Owner.

       

      Subscribed
        and sworn before me this ____ day of __________, 20___.

       

      


      
        	 	__________________________________________
	 	
                Notary
                  Public

              
	 	 
	 	
                County
                  of __________________ 

              
	 	
                State
                  of ___________________

              
	 	 
	 	
                My
                  Commission expires:

              


      

      


      


      



      
        
          
          

        

        
          F-2-6

          
            

          

        

        
          
          

        

      



      EXHIBIT
        G

       

      FORM
        OF
        CERTIFICATION WITH RESPECT TO ERISA AND THE CODE

       

      _____________,
        20__

       

      Wells
        Fargo Bank, N.A.

      Sixth
        and
        Marquette

      Minneapolis,
        MN 55479-0113

      Attention:
        Corporate Trust Services-Carrington Mortgage Loan Trust, 2007-HE1

       

      Wells
        Fargo Bank, N.A.

      9062
        Old
        Annapolis Road

      Columbia,
        Maryland 21045

       

      


       

      
        	 	
                Re:

              	
                Carrington
                  Mortgage Loan Trust, Series 2007-HE1 Asset-Backed Pass-Through
                  Certificates

              


      

      


      Dear
        Sirs:

       

      _______________________
        (the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance of Carrington
        Mortgage Loan Trust, Series 2007-HE1 Asset-Backed Pass-Through Certificates,
        Class [CE] [P] [R] (the “Certificates”), issued pursuant to a Pooling and
        Servicing Agreement (the “Pooling and Servicing Agreement”) dated as of June 1,
        2007, among Stanwich Asset Acceptance Company, L.L.C. as depositor (the
“Depositor”), Carrington Mortgage Services, LLC, as Servicer, EMC Mortgage
        Corporation, as Interim Servicer, Wells Fargo Bank, N.A., as Master Servicer
        and
        as Securities Administrator and HSBC Bank USA, National Association as trustee
        (the “Trustee”). Capitalized terms used herein and not otherwise defined shall
        have the meanings assigned thereto in the Pooling and Servicing Agreement.
        The
        Transferee hereby certifies, represents and warrants to, and covenants with
        the
        Depositor, the Trustee and the Servicer that:

       

      The
        Certificates or any interest therein are not being transferred to (i) any
        “employee benefit plan” as defined in Section 3(3) of the Employee Retirement
        Income Security Act of 1974, as amended (“ERISA”), that is subject to Title I of
        ERISA, any “plan” as defined in Section 4975(e)(1) of the Internal Revenue Code
        of 1986, as amended (the “Code”), that is subject to Section 4975 of the Code or
        any entity deemed to hold “plan assets” (within the meaning of the Department of
        Labor regulation promulgated at 29 C.F.R. § 2510.3-101,
        as modified by Section 3(42) of ERISA)
        of any
        of the foregoing (each, a “Plan”), (ii) any Person acting, directly or
        indirectly, on behalf of any such Plan or (iii) any Person acquiring the
        Certificates with “plan assets” of
        a
        Plan.

       

      


       


      
        
          
          

        

        
          G-1

          
            

          

        

        
          
          

        

      


      


      
        	 	 
	 	
                Very
                  truly yours,

              
	 	 
	 	__________________________________________
	 	 
	 	
                By:
                  _____________________________________________

              
	 	
                Name:

              
	 	
                Title:

              


      

      


      



      
        
          
          

        

        
          G-2

          
            

          

        

        
          
          

        

      



      EXHIBIT
        H

       

      FORM
        OF
        LOST NOTE AFFIDAVIT

       

      Loan
        #:
        ____________

      Borrower:
        _____________

       

      LOST
        NOTE
        AFFIDAVIT

       

      I,
        as
        ____________________ of ______________________, a _______________ corporation
        am
        authorized to make this Affidavit on behalf of _____________________ (the
        “Seller”). In connection with the administration of the Mortgage Loans held by
        ____________________, a _________________ corporation as Seller on behalf
        of
        Stanwich Asset Acceptance Company, L.L.C., a Delaware limited liability company
        (the “Purchaser”), _____________________ (the “Deponent”), being duly sworn,
        deposes and says that:

       

      
        	
                1. 

              	
                The
                  Seller’s address is: 

              	____________________________________
	 	 	____________________________________ 
	 	 	____________________________________
	 	 	 
	
                2. 

              	
                The
                  Seller previously delivered to the Purchaser a signed Initial
                  Certification with respect to such Mortgage and/or Assignment of
                  Mortgage;

              
	 	 
	
                3. 

              	
                Such
                  Mortgage Note and/or Assignment of Mortgage was assigned or sold
                  to the
                  Purchaser by ________________________, a ____________ corporation
                  pursuant
                  to the terms and provisions of a Mortgage Loan Purchase Agreement
                  dated as
                  of __________ __, _____;

              
	 	 
	
                4. 

              	
                Such
                  Mortgage Note and/or Assignment of Mortgage is not outstanding
                  pursuant to
                  a request for release of Documents;

              
	 	 
	
                5. 

              	
                Aforesaid
                  Mortgage Note and/or Assignment of Mortgage (the “Original”) has been
                  lost;

              
	 	 
	
                6. 

              	
                Deponent
                  has made or caused to be made a diligent search for the Original
                  and has
                  been unable to find or recover same;

              
	 	 
	
                7. 

              	
                The
                  Seller was the Seller of the Original at the time of the loss;
                  and

              
	 	 
	
                8. 

              	
                Deponent
                  agrees that, if said Original should ever come into Seller’s possession,
                  custody or power, Seller will immediately and without consideration
                  surrender the Original to the Purchaser.

              
	 	 
	
                9. 

              	
                Attached
                  hereto is a true and correct copy of (i) the Note, endorsed in
                  blank by
                  the Mortgagee and (ii) the Mortgage or Deed of Trust (strike one)
                  which
                  secures the Note, which Mortgage or Deed of Trust is recorded in
                  the
                  county where the property is
                  located.

              


      

       

      
        
          
          

        

        
          H-1

          
            

          

        

        
          
          

        

      

       

      
        	
                10. 

              	
                Deponent
                  hereby agrees that the Seller (a) shall indemnify and hold harmless
                  the
                  Purchaser, its successors and assigns, against any loss, liability
                  or
                  damage, including reasonable attorney’s fees, resulting from the
                  unavailability of any Notes, including but not limited to any loss,
                  liability or damage arising from (i) any false statement contained
                  in this
                  Affidavit, (ii) any claim of any party that has already purchased
                  a
                  mortgage loan evidenced by the Lost Note or any interest in such
                  mortgage
                  loan, (iii) any claim of any borrower with respect to the existence
                  of
                  terms of a mortgage loan evidenced by the Lost Note on the related
                  property to the fact that the mortgage loan is not evidenced by
                  an
                  original note and (iv) the issuance of a new instrument in lieu
                  thereof
                  (items (i) through (iv) above hereinafter referred to as the “Losses”) and
                  (b) if required by any Rating Agency in connection with placing
                  such Lost
                  Note into a Pass-Through Transfer, shall obtain a surety from an
                  insurer
                  acceptable to the applicable Rating Agency to cover any Losses
                  with
                  respect to such Lost Note.

              
	 	 
	
                11. 

              	
                This
                  Affidavit is intended to be relied upon by the Purchaser, its successors
                  and assigns. _____________________, a ______________ corporation
                  represents and warrants that is has the authority to perform its
                  obligations under this Affidavit of Lost
                  Note.

              


      

       

      Executed
        this ____ day, of ___________ ______.

       

      
        	 	
                SELLER

              
	 	 
	 	 
	 	
                By:
                  __________________________________

              
	 	
                Name:

              
	 	
                Title:

              


      

      


      On
        this
        _____ day of ________, _____, before me appeared _________________ to me
        personally known, who being duly sworn did say that he is the
        _____________________ of ____________________ a ______________ corporation
        and
        that said Affidavit of Lost Note was signed and sealed on behalf of such
        corporation and said acknowledged this instrument to be the free act and
        deed of
        said corporation.

       

      
        	 	
                Signature:

              
	 	 
	 	
                [Seal]

              
	 	 


      

      


      


      


      



      
        
          
          

        

        
          H-2

          
            

          

        

        
          
          

        

      



      EXHIBIT
        I-1

       

      FORM
        OF
        ANNUAL CERTIFICATION

       

      
        	 	
                Re:

              	
                The
                  Pooling and Servicing Agreement dated June 1, 2007 (the “Agreement”) by
                  and among Stanwich Asset Acceptance Company, L.L.C. as depositor
                  (the
                  “Depositor”), Carrington Mortgage Services, LLC, as servicer (the
                  “Servicer”), EMC Mortgage Corporation, as interim servicer (the “Interim
                  Servicer”), Wells Fargo Bank, N.A., as master servicer (in such capacity,
                  the “Master Servicer”) and as securities administrator (in such capacity,
                  the “Securities Administrator”), and HSBC Bank USA, National Association
                  as trustee (the “Trustee”);

              


      

       

      I,
        ________________________________, the _______________________ of [EMC Mortgage
        Corporation] [Carrington Mortgage Services, LLC], certify to the Depositor,
        and
        its officers, with the knowledge and intent that they will rely upon this
        certification, that:

       

       

      (1) I
        have
        reviewed the servicer compliance statement of the Servicer provided in
        accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
        report on assessment of the Servicer’s compliance with the applicable servicing
        criteria set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”),
        provided in accordance with Rules 13a-18 and 15d-18 under Securities Exchange
        Act of 1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
        report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
        Act and Section 1122(b) of Regulation AB (the “Attestation
        Report”), and all servicing reports, officer’s certificates and other
        information relating to the servicing of the Mortgage Loans by the Servicer
        during 200[ ] that were delivered by the Servicer to the Depositor and the
        Trustee pursuant to the Agreement (collectively, the “Servicer Servicing
        Information”);

       

      (2) Based
        on
        my knowledge, the Servicer 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 Servicer Servicing Information;

       

      (3) Based
        on
        my knowledge, all of the Servicer Servicing Information required to be provided
        by the Servicer under the Agreement has been provided to the Depositor and
        the
        Trustee;

       

      (4) I
        am
        responsible for reviewing the activities performed by the Servicer 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
        Servicer has fulfilled its obligations under the Agreement in all material
        respects; and


      
        
          
          

        

        
          I-1-1

          
            

          

        

        
          
          

        

      


       

      (5) The
        Compliance Statement required to be delivered by the Servicer pursuant to
        this
        Agreement, and the Servicing Assessment and Attestation Report required to
        be
        provided by the Servicer and by each Subcontractor pursuant to the Agreement,
        have been provided to the Depositor and the Trustee. Any material instances
        of
        noncompliance described in such reports have been disclosed to the Depositor
        and
        the Trustee. Any material instance of noncompliance with the Servicing Criteria
        has been disclosed in such reports.

       

      Date: _________________________

      


       

      
        	 	
                [EMC
                  MORTGAGE CORPORATION]

                [CARRINGTON
                  MORTGAGE SERVICES, LLC]

              
	 	 
	 	
                By:
                  ______________________________________

              
	 	
                Name:

              
	 	
                Title:

              
	 	
                Date:

              


      

      


       

      


      



      
        
          
          

        

        
          I-1-2

          
            

          

        

        
          
          

        

      



      EXHIBIT
        I-2

       

      FORM
        OF
        CERTIFICATION TO BE

      PROVIDED
        TO SERVICER BY THE SECURITIES ADMINISTRATOR

       

      
        	 	
                Re:

              	
                Carrington
                  Mortgage Loan Trust, Series 2007-HE1 Asset-Backed Pass-Through
                  Certificates

              


      

       

      I,
        [identify the certifying individual], a [title] of Wells Fargo Bank, N.A.,
        as
        Securities Administrator of the Trust, hereby certify to EMC Mortgage
        Corporation (the “Servicer”), and its officers, directors and affiliates, and
        with the knowledge and intent that they will rely upon this certification,
        that:

       

      1. The
        Securities Administrator has performed all of the duties specifically required
        to be performed by it pursuant to the provisions of the Pooling and Servicing
        Agreement dated June 1, 2007 (the “Agreement”) by and among Stanwich Asset
        Acceptance Company, L.L.C. as depositor (the “Depositor”), Carrington Mortgage
        Services, LLC, as Servicer (the “Servicer”), EMC Mortgage Corporation, as
        interim servicer (the “Interim Servicer”), Wells Fargo Bank, N.A., as master
        servicer (in such capacity, the “Master Servicer”) and as securities
        administrator (in such capacity, the “Securities Administrator”) and HSBC Bank
        USA, National Association as trustee (the “Trustee”);

       

      2. Based
        on
        my knowledge, the information in the distribution reports prepared by the
        Securities Administrator, taken as a whole, does not contain any untrue
        statement of a material fact or omit to state a material fact necessary to
        make
        the statements made, in light of the circumstances under which such statements
        were made, not misleading as of the last day of the period covered by that
        annual report; and

       

      3. Based
        on
        my knowledge, the distribution information required to be provided by the
        Securities Administrator under the Pooling and Servicing Agreement is included
        in these reports.

       

      Capitalized
        terms used but not defined herein have the meanings ascribed to them in the
        Agreement.

       

      
        	 	 
	 	
                WELLS
                  FARGO BANK, N.A., as Securities Administrator

              
	 	 	 
	 	
                By:
                  ____________________________________

              
	 	
                Name:

              
	 	
                Title:

              
	 	
                Date:

              


      

      


       

      


      



      
        
          
          

        

        
          I-2-1

          
            

          

        

        
          
          

        

      



      EXHIBIT
        J

       

      FORM
        OF
        SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

      


      The
        assessment of compliance to be delivered by the parties set forth below shall
        address, at a minimum, the criteria identified as below as “Applicable Servicing
        Criteria”:

      


      
        	
                Servicing
                  Criteria 

              	
                Applicable

                Servicing
                  Criteria

              
	
                Reference

              	
                Criteria

              	 
	
                 

              	
                General
                  Servicing Considerations

              	 
	
                1122(d)(1)(i)

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

              	
                Applicable
                  Servicer, Master Servicer,

                Securities
                  Administrator

              
	
                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.

              	
                Applicable
                  Servicer, Master Servicer,

                Securities
                  Administrator

              
	
                1122(d)(1)(iii)

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

              	
                N/A

              
	
                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.

              	
                Applicable
                  Servicer, Master Servicer, Securities Administrator

              
	
                 

              	
                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.

              	
                Applicable
                  Servicer, Master Servicer,

                Securities
                  Administrator

              
	
                1122(d)(2)(ii)

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

              	
                Applicable
                  Servicer, Master Servicer,

                Securities
                  Administrator

              
	
                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.

              	
                Applicable
                  Servicer, Master Servicer,

                Securities
                  Administrator

              
	
                1122(d)(2)(iv)

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

              	
                Applicable
                  Servicer, Master Servicer,

                Securities
                  Administrator

              
	
                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.

              	
                Applicable
                  Servicer,

                Master
                  Servicer,

                Securities
                  Administrator

              
	
                1122(d)(2)(vi)

              	
                Unissued
                  checks are safeguarded so as to prevent unauthorized
                  access.

              	
                Applicable
                  Servicer,

                Securities
                  Administrator

              
	
                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.

              	
                Applicable
                  Servicer,

                Master
                  Servicer,

                Securities
                  Administrator 

              


      

       

      
        
          
          

        

        
          J-1

          
            

          

        

        
          
          

        

      

       

      
        	
                Servicing
                  Criteria 

              	
                Applicable

                Servicing
                  Criteria

              
	
                Reference

              	
                Criteria

              	 
	
                 

              	
                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.

              	
                Securities
                  Administrator, 

                Master
                  Servicer,

                Applicable
                  Servicer

              
	
                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.

              	
                Securities
                  Administrator, 

                Master
                  Servicer, Applicable Servicer

              
	
                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.

              	
                Securities
                  Administrator, 

                Master
                  Servicer, Applicable Servicer

              
	
                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.

              	
                Securities
                  Administrator, 

                Master
                  Servicer, Applicable Servicer

              
	
                 

              	
                Pool
                  Asset Administration

              	 
	
                1122(d)(4)(i)

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

              	
                Custodian

              
	
                1122(d)(4)(ii)

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

              	
                Custodian

              
	
                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.

              	
                Applicable
                  Servicer

              
	
                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.

              	
                Applicable
                  Servicer

              
	
                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.

              	
                Applicable
                  Servicer

              
	
                1122(d)(4)(vi)

              	
                Changes
                  with respect to the terms or status of an obligor's pool asset
                  (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.

              	
                Applicable
                  Servicer 

              
	
                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.

              	
                Applicable
                  Servicer 

              
	
                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).

              	
                Applicable
                  Servicer

              
	
                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.

              	
                Applicable
                  Servicer

              


      

       

      
        
          
          

        

        
          J-2

          
            

          

        

        
          
          

        

      

       

      
        	
                Servicing
                  Criteria 

              	
                Applicable

                Servicing
                  Criteria

              
	
                Reference

              	
                Criteria

              	 
	
                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 asset, or such other
                  number of
                  days specified in the transaction agreements.

              	
                Applicable
                  Servicer

              
	
                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.

              	
                Applicable
                  Servicer

              
	
                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.

              	
                Applicable
                  Servicer

              
	
                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.

              	
                Applicable
                  Servicer

              
	
                1122(d)(4)(xiv)

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

              	
                Applicable
                  Servicer,

                Master
                  Servicer,

                Securities
                  Administrator

              
	
                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.

              	
                Securities
                  Administrator

              
	
                 

              	
                 

              	
                 

              


      

       

      
        	 	
                CARRINGTON
                  MORTGAGE SERVICES, LLC, as Servicer

              
	
                Date:_________________

              	
                By:________________________

                Name:

                Title:

              


      

      


      
        	 	
                EMC
                  MORTGAGE CORPORATION, as Interim Servicer

              
	
                Date:_________________

              	
                By:________________________

                Name:

                Title:

              


      

      


      
        	 	
                WELLS
                  FARGO BANK, N.A., as Master Servicer and as Securities
                  Administrator

              
	
                Date:_________________

              	
                By:________________________

                Name:

                Title:

              


      

       

      
        
          
          

        

        
          J-3

          
            

          

        

        
          
          

        

      

      
 

      
        	 	
                LaSalle
                  Bank National Association, as Custodian

              
	
                Date:_________________

              	
                By:________________________

                Name:

                Title:

              


      

      


      



      
        
          
          

        

        
          J-4

          
            

          

        

        
          
          

        

      



      EXHIBIT
        K-1

       

      FORM
        OF
        SWAP AGREEMENT

      (Available
        Upon Request)

       

      


       


      
        
          
          

        

        
          K-1

          
            

          

        

        
          
          

        

      



      EXHIBIT
        K-2

       

      SCHEDULE
        OF SWAP NOTIONAL BALANCE

       

      


       

      


       

      


      


      



      
        
          
          

        

        
          K-2

          
            

          

        

        
          
          

        

      



      EXHIBIT
        L

       

      [Reserved].

       

      


      


       


      
        
          
          

        

        
          L-1

          
            

          

        

        
          
          

        

      


      EXHIBIT
        M


       

      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

              


      

       

      
        
          
          

        

        
          M-1

          
            

          

        

        
          
          

        

      

       

      
        	
                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 ($)

              


      

       

      
        
          
          

        

        
          M-2

          
            

          

        

        
          
          

        

      

       

      
        	
                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

              
	 	 	 	 


      


      
        
          
          

        

        
          M-3

          
            

          

        

        
          
          

        

      


      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

              


      

      



      
        
          
          

        

        
          M-4

          
            

          

        

        
          
          

        

      



      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

              


      

      


      


       


      
        
          
          

        

        
          M-5

          
            

          

        

        
          
          

        

      


      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

              


      

      



      
        
          
          

        

        
          M-6

          
            

          

        

        
          
          

        

      


      EXHIBIT
        N

      


      STANDARD
        LOAN LEVEL FILE LAYOUT - MASTER SERVICING

      


      
        	
                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

              
	
                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

              


      

       

      
        
          
          

        

        
          N-1

          
            

          

        

        
          
          

        

      

       

      
        	
                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

              
	 	 	 	 	 
	
                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

              
	
                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

              


      

      



      
        
          
          

        

        
          N-2

          
            

          

        

        
          
          

        

      


      EXHIBIT
        O

       

      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 Officer Certificate 

              


      

       

      
        	 	
                *

              	
                Unusual
                  or extraordinary items may require further documentation.
                  

              


      

       

      
        	 	
                13.

              	
                The
                  total of lines 1 through 12.

              


      

       


      
        
          
          

        

        
          O-1

          
            

          

        

        
          
          

        

      

       

      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 ( ). 

              


      

      


      



      
        
          
          

        

        
          O-2

          
            

          

        

        
          
          

        

      

       

      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)

              
	 	
                (12)
                  Cash for Keys__________________________

              	
                ________________

              	
                (12)

              
	 	
                (12)
                  HOA/Condo Fees_______________________

              	
                ________________

              	
                (12)

              
	 	
                (12)
                  ______________________________________

              	
                ________________

              	
                (12)

              
	 	 	 	 
	 	
                Total
                  Expenses

              	
                $______________

              	
                (13)

              
	
                Credits:

              	 	 	 
	
                (14)

              	
                Escrow
                  Balance

              	
                $_______________

              	
                (14)

              
	
                (15)

              	
                HIP
                  Refund

              	
                ________________

              	
                (15)

              
	
                (16)

              	
                Rental
                  Receipts

              	
                ________________

              	
                (16)

              
	
                (17)

              	
                Hazard
                  Loss Proceeds

              	
                ________________

              	
                (17)
                  

              


      

       

      
        
          
          

        

        
          O-3

          
            

          

        

        
          
          

        

      

       

      
        	
                (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)

              


      

      


       


      
        
          
          

        

        
          O-4

          
            

          

        

        
          
          

        

      

       

      Escrow
        Disbursement Detail


       

      
        	
                Type

                (Tax
                  /Ins.)

              	
                Date
                  Paid

              	
                Period
                  of

                Coverage

              	
                Total
                  Paid

              	
                Base

                Amount

              	
                Penalties

              	
                Interest

              
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


      

      


       

      


       


      
        
          
          

        

        
          O-5

          
            

          

        

        
          
          

        

      



      Schedule
        1

       

      MORTGAGE
        LOAN SCHEDULE

       

      [FILED
        BY
        PAPER]

       

      


      



      
        
          
          

        

        
          Schedule
            1-

          
            

          

        

        
          
          

        

      



      Schedule
        2

       

      SCHEDULE
        OF PREPAYMENT CHARGES

       

      (Available
        Upon Request)

       

      



      
        
          
          

        

        
          Schedule
            2-1

          
            

          

        

        
          
          

        

      



      Schedule
        3

       

      PERFECTION
        REPRESENTATIONS, WARRANTIES AND COVENANTS

      


      The
        Depositor hereby represents, warrants, and covenants as follows on the Closing
        Date and on each Distribution Date thereafter:

       

      General

       

      1. This
        Agreement creates a valid and continuing security interest (as defined in
        the
        applicable Uniform Commercial Code (“UCC”)) in the Mortgage Loans in favor of
        the Trustee which security interest is prior to all other liens, and is
        enforceable as such as against creditors of and purchasers from the
        Depositor.

       

      2. The
        Mortgage Loans constitute “general intangibles” or “instruments” within the
        meaning of the applicable UCC.

       

      3. The
        Custodial Account and all subaccounts thereof constitute either a deposit
        account or a securities account.

       

      4. To
        the
        extent that payments and collections received or made with respect to the
        Mortgage Loans constitute securities entitlements, such payments and collections
        have been and will have been credited to the Custodial Account. The securities
        intermediary for the Custodial Account has agreed to treat all assets credited
        to the Custodial Account as “financial assets” within the meaning of the
        applicable UCC.

       

      Creation

       

      5. The
        Depositor owns and has good and marketable title to the Mortgage Loans free
        and
        clear of any lien, claim or encumbrance of any Person, excepting only liens
        for
        taxes, assessments or similar governmental charges or levies incurred in
        the
        ordinary course of business that are not yet due and payable or as to which
        any
        applicable grace period shall not have expired, or that are being contested
        in
        good faith by proper proceedings and for which adequate reserves have been
        established, but only so long as foreclosure with respect to such a lien
        is not
        imminent and the use and value of the property to which the lien attaches
        is not
        impaired during the pendency of such proceeding.

       

      6. The
        Depositor has received all consents and approvals to the transfer of the
        Mortgage Loans hereunder to the Trustee required by the terms of the Mortgage
        Loans that constitute instruments.

       

      7. To
        the
        extent the Custodial Account or subaccounts thereof constitute securities
        entitlements, certificated securities or uncertificated securities, the
        Depositor has received all consents and approvals required to transfer to
        the
        Trustee its interest and rights in the Custodial Account hereunder.

       

      Perfection

       

      8. The
        Depositor has caused or will have caused, within ten days after the effective
        date of this Agreement, the filing of all appropriate financing statements
        in
        the proper filing office in the appropriate jurisdictions under applicable
        law
        in order to perfect the transfer of the Mortgage Loans from the Depositor
        to the
        Trustee and the security interest in the Mortgage Loans granted to the Trustee
        hereunder.

       


      
        
          
          

        

        
          Schedule
            3-1

          
            

          

        

        
          
          

        

      


      9. With
        respect to the Custodial Account and all subaccounts that constitute deposit
        accounts, either:

       

      (i) the
        Depositor has delivered to the Trustee a fully-executed agreement pursuant
        to
        which the bank maintaining the deposit accounts has agreed to comply with
        all
        instructions originated by the Trustee directing disposition of the funds
        in the
        Custodial Account without further consent by the Depositor; or

       

      (ii) the
        Depositor has taken all steps necessary to cause the Trustee to become the
        account holder of the Custodial Account.

       

      10. With
        respect to the Custodial Account or subaccounts thereof that constitute
        securities accounts or securities entitlements, the Depositor has caused
        or will
        have caused, within ten days after the effective date of this Agreement,
        the
        filing of all appropriate financing statements in the proper filing office
        in
        the appropriate jurisdictions under applicable law in order to perfect the
        security interest in the Custodial Account granted by the Depositor to the
        Trustee.

       

      Priority

       

      11. Other
        than the transfer of the Mortgage Loans to the Trustee pursuant to this
        Agreement, the Depositor has not pledged, assigned, sold, granted a security
        interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor
        has
        not authorized the filing of, or is not aware of any financing statements
        against the Depositor that include a description of collateral covering the
        Mortgage Loans other than any financing statement relating to the security
        interest granted to the Trustee hereunder or that has been
        terminated.

       

      12. The
        Depositor is not aware of any judgment, ERISA or tax lien filings against
        the
        Depositor.

       

      13. The
        Trustee has in its possession all original copies of the Mortgage Notes that
        constitute or evidence the Mortgage Loans. To the Depositor’s knowledge, none of
        the instruments that constitute or evidence the Mortgage Loans has any marks
        or
        notations indicating that they have been pledged, assigned or otherwise conveyed
        to any Person other than the Trustee or its designee. All financing statements
        filed or to be filed against the Depositor in favor of the Trustee in connection
        herewith describing the Mortgage Loans contain a statement to the following
        effect: “A purchase of or security interest in any collateral described in this
        financing statement will violate the rights of the Trustee.”

       

      14. Neither
        the Custodial Account nor any subaccount thereof is in the name of any person
        other than the Depositor or the Trustee or in the name of its nominee. The
        Depositor has not consented for the securities intermediary of the Custodial
        Account to comply with entitlement orders of any person other than the Trustee
        or its designee.

       


      
        
          
          

        

        
          Schedule
            3-2

          
            

          

        

        
          
          

        

      


      15. Survival
        of Perfection Representations.
        Notwithstanding any other provision of this Agreement or any other transaction
        document, the Perfection Representations contained in this Schedule shall
        be
        continuing, and remain in full force and effect (notwithstanding any replacement
        of the Servicer or termination of the Servicer’s rights to act as such) until
        such time as all obligations under this Agreement have been finally and fully
        paid and performed.

       

      16. No
        Waiver.
        The
        parties to this Agreement (i) shall not, without obtaining a confirmation
        of the
        then-current rating of the Certificates waive any of the Perfection
        Representations, and (ii) shall provide the Rating Agencies with prompt written
        notice of any breach of the Perfection Representations, and shall not, without
        obtaining a confirmation of the then-current rating of the Certificates (as
        determined after any adjustment or withdrawal of the ratings following notice
        of
        such breach) waive a breach of any of the Perfection
        Representations.

       

      17. Depositor
        to Maintain Perfection and Priority.
        The
        Depositor covenants that, in order to evidence the interests of the Depositor
        and the Trustee under this Agreement, the Depositor shall take such action,
        or
        execute and deliver such instruments (other than effecting a Filing (as defined
        below), unless such Filing is effected in accordance with this paragraph)
        as may
        be necessary or advisable (including, without limitation, such actions as
        are
        requested by the Trustee) to maintain and perfect, as a first priority interest,
        the Trustee’s security interest in the Mortgage Loans. The Depositor shall, from
        time to time and within the time limits established by law, prepare and present
        to the Purchaser or its designee to authorize (based in reliance on the Opinion
        of Counsel hereinafter provided for) the Depositor to file, all financing
        statements, amendments, continuations, initial financing statements in lieu
        of a
        continuation statement, terminations, partial terminations, releases or partial
        releases, or any other filings necessary or advisable to continue, maintain
        and
        perfect the Trustee’s security interest in the Mortgage Loans as a
        first-priority interest (each a “Filing”). The Depositor shall present each such
        Filing to the Trustee or its designee together with (x) an Opinion of Counsel
        to
        the effect that such Filing is (i) consistent with the grant of the security
        interest to the Trustee pursuant to Section 11.09 of this Agreement, (ii)
        satisfies all requirements and conditions to such Filing in this Agreement
        and
        (iii) satisfies the requirements for a Filing of such type under the Uniform
        Commercial Code in the applicable jurisdiction (or if the Uniform Commercial
        Code does not apply, the applicable statute governing the perfection of security
        interests), and (y) a form of authorization for the Trustee’s signature. Upon
        receipt of such Opinion of Counsel and form of authorization, the Trustee
        shall
        promptly authorize in writing the Depositor to, and the Depositor shall,
        effect
        such Filing under the UCC without the signature of the Depositor or the Trustee
        where allowed by applicable law. Notwithstanding anything else in the
        transaction documents to the contrary, the Depositor shall not have any
        authority to effect a Filing without obtaining written authorization from
        the
        Trustee or its designee.

      


       


      
        
          
          

        

        
          Schedule
            3-3

          
            

          

        

        
          
          

        

      



      Schedule
        4

       

      [Reserved]

       

      
 

      
        
          
          

        

        
          Schedule
            4-1