Unassociated Document


     

    
      	 


    

    


    


    PHH
      MORTGAGE CAPITAL LLC,

    Depositor

     

    PHH
      MORTGAGE CORPORATION,

    Master
      Servicer

     

    CITIBANK
      N.A.,

    Trustee

     

    POOLING
      AND SERVICING AGREEMENT

     

    Dated
      as
      of May 1, 2007

     

    PHHMC
      Mortgage Pass-Through Certificates, Series 2007-3

     

    


    
      	 


    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    


    TABLE
      OF
      CONTENTS

     

     

     

    
      
        	
                ARTICLE
                  I  DEFINITIONS

              
	
                Section
                  1.01

              	
                Defined
                  Terms.

              
	
                Section
                  1.02

              	
                Accounting.

              
	
                ARTICLE
                  II  CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
                  CERTIFICATES

              
	
                Section
                  2.01

              	
                Conveyance
                  of Mortgage Loans.

              
	
                Section
                  2.02

              	
                Acceptance
                  of Trust Fund by the Trustee.

              
	
                Section
                  2.03

              	
                Repurchase
                  or Substitution of Mortgage Loans by the Sellers- Assignment of
                  Interest
                  in Pledged Assets.

              
	
                Section
                  2.04

              	
                Representations,
                  Warranties and Covenants of the Master Servicer.

              
	
                Section
                  2.05

              	
                Representations
                  and Warranties of the Depositor.

              
	
                Section
                  2.06

              	
                Purpose
                  and Powers of the Trust.

              
	
                Section
                  2.07

              	
                Issuance
                  of Certificates.

              
	
                ARTICLE
                  III  ADMINISTRATION AND SERVICING OF THE TRUST
                  FUND

              
	
                Section
                  3.01

              	
                Master
                  Servicer to Act as Master Servicer.

              
	
                Section
                  3.02

              	
                Sub-Servicing
                  Agreements Between the Master Servicer and
                  Sub-Servicers.

              
	
                Section
                  3.03

              	
                Successor
                  Sub-Servicers.

              
	
                Section
                  3.04

              	
                Liability
                  of the Master Servicer.

              
	
                Section
                  3.05

              	
                No
                  Contractual Relationship Between Sub-Servicers and Trustee or
                  Certificateholders.

              
	
                Section
                  3.06

              	
                Assumption
                  or Termination of Sub-Servicing Agreements by Trustee.

              
	
                Section
                  3.07

              	
                Collection
                  of Certain Mortgage Loan Payments.

              
	
                Section
                  3.08

              	
                Sub-Servicing
                  Accounts.

              
	
                Section
                  3.09

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

              
	
                Section
                  3.10

              	
                Collection
                  Account and Distribution Account.

              
	
                Section
                  3.11

              	
                Withdrawals
                  from the Collection Account and Distribution Account.

              
	
                Section
                  3.12

              	
                Investment
                  of Funds in the Collection Account, Servicing Accounts and the
                  Distribution Account.

              
	
                Section
                  3.13

              	
                Maintenance
                  of the Primary Insurance Policies; Collections
                  Thereunder.

              
	
                Section
                  3.14

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

              
	
                Section
                  3.15

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

              
	
                Section
                  3.16

              	
                Realization
                  Upon Defaulted Mortgage Loans.

              
	
                Section
                  3.17

              	
                Trustee
                  to Cooperate; Release of Mortgage Files.

              
	
                Section
                  3.18

              	
                Servicing
                  Compensation.

              
	
                Section
                  3.19

              	
                Reports
                  to the Trustee; Collection Account Statements.

              
	
                Section
                  3.20

              	
                Annual
                  Statement as to Compliance.

              
	
                Section
                  3.21

              	
                Assessments
                  of Compliance and Attestation Reports.

              
	
                Section
                  3.22

              	
                Access
                  to Certain Documentation.

              
	
                Section
                  3.23

              	
                Title,
                  Management and Disposition of REO Property.

              
	
                Section
                  3.24

              	
                Obligations
                  of the Master Servicer in Respect of Prepayment Interest
                  Shortfalls.

              
	
                Section
                  3.25

              	
                Administration
                  of Buydown Funds.

              
	
                Section
                  3.26

              	
                Obligations
                  of the Master Servicer in Respect of Loan Rates and Monthly
                  Payments.

              
	
                ARTICLE
                  IV  PAYMENTS TO CERTIFICATEHOLDERS

              
	
                Section
                  4.01

              	
                Distribution
                  Account; Distributions.

              
	
                Section
                  4.02

              	
                Statements
                  to Certificateholders.

              
	
                Section
                  4.03

              	
                Remittance
                  Reports; Advances by the Master Servicer.

              
	
                Section
                  4.04

              	
                Allocation
                  of Realized Losses.

              
	
                Section
                  4.05

              	
                Information
                  Reports to Be Filed by the Master Servicer.

              
	
                Section
                  4.06

              	
                Compliance
                  with Withholding Requirements.

              
	
                Section
                  4.07

              	
                [Reserved].

              
	
                Section
                  4.08

              	
                Limited
                  Purpose Surety Bond.

              
	
                ARTICLE
                  V  THE CERTIFICATES

              
	
                Section
                  5.01

              	
                The
                  Certificates.

              
	
                Section
                  5.02

              	
                Registration
                  of Transfer and Exchange of Certificates.

              
	
                Section
                  5.03

              	
                Mutilated.
                  Destroyed. Lost or Stolen Certificates.

              
	
                Section
                  5.04

              	
                Persons
                  Deemed Owners.

              
	
                Section
                  5.05

              	
                Appointment
                  of Paying Agent.

              
	
                ARTICLE
                  VI  THE MASTER SERVICER AND THE
                  DEPOSITOR

              
	
                Section
                  6.01

              	
                Liability
                  of the Master Servicer and the Depositor.

              
	
                Section
                  6.02

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

              
	
                Section
                  6.03

              	
                Limitation
                  on Liability of the Master Servicer and Others.

              
	
                Section
                  6.04

              	
                Master
                  Servicer Not to Resign.

              
	
                Section
                  6.05

              	
                Delegation
                  of Duties.

              
	
                ARTICLE
                  VII  DEFAULT

              
	
                Section
                  7.01

              	
                Master
                  Servicer Events of Termination.

              
	
                Section
                  7.02

              	
                Trustee
                  to Act; Appointment of Successor.

              
	
                Section
                  7.03

              	
                Waiver
                  of Master Servicer Events of Termination.

              
	
                Section
                  7.04

              	
                Notification
                  to Certificateholders.

              
	
                Section
                  7.05

              	
                Survivability
                  of Master Servicer Liabilities.

              
	
                ARTICLE
                  VIII  THE TRUSTEE

              
	
                Section
                  8.01

              	
                Duties
                  of Trustee.

              
	
                Section
                  8.02

              	
                Certain
                  Matters Affecting the Trustee.

              
	
                Section
                  8.03

              	
                Trustee
                  Not Liable for Certificates or Mortgage Loans.

              
	
                Section
                  8.04

              	
                Trustee
                  May Own Certificates.

              
	
                Section
                  8.05

              	
                Master
                  Servicer to Pay Trustee Expenses; Trustee Fees.

              
	
                Section
                  8.06

              	
                Eligibility
                  Requirements for Trustee.

              
	
                Section
                  8.07

              	
                Resignation
                  or Removal of Trustee.

              
	
                Section
                  8.08

              	
                Successor
                  Trustee.

              
	
                Section
                  8.09

              	
                Merger
                  or Consolidation of Trustee.

              
	
                Section
                  8.10

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              
	
                Section
                  8.11

              	
                Limitation
                  of Liability.

              
	
                Section
                  8.12

              	
                Trustee
                  May Enforce Claims Without Possession of Certificates.

              
	
                Section
                  8.13

              	
                Suits
                  for Enforcement.

              
	
                Section
                  8.14

              	
                Waiver
                  of Bond Requirement.

              
	
                Section
                  8.15

              	
                Waiver
                  of Inventory. Accounting and Appraisal Requirement.

              
	
                Section
                  8.16

              	
                Right
                  of Trustee in Capacity of Certificate Registrar or Paying
                  Agent.

              
	
                Section
                  8.17

              	
                Periodic
                  Filings.

              
	
                Section
                  8.18

              	
                Intention
                  of the Parties and Interpretation.

              
	
                ARTICLE
                  IX  REMIC ADMINISTRATION

              
	
                Section
                  9.01

              	
                REMIC
                  Administration.

              
	
                Section
                  9.02

              	
                Prohibited
                  Transactions and Activities.

              
	
                Section
                  9.03

              	
                Master
                  Servicer and Trustee Indemnification.

              
	
                ARTICLE
                  X  TERMINATION

              
	
                Section
                  10.01

              	
                Termination.

              
	
                Section
                  10.02

              	
                Additional
                  Termination Requirements.

              
	
                ARTICLE
                  XI  [RESERVED]

              
	
                ARTICLE
                  XII  MISCELLANEOUS PROVISIONS

              
	
                Section
                  12.01

              	
                Amendment.

              
	
                Section
                  12.02

              	
                Recordation
                  of Agreement: Counterparts.

              
	
                Section
                  12.03

              	
                Limitation
                  on Rights of Certificateholders.

              
	
                Section
                  12.04

              	
                Governing
                  Law: Jurisdiction.

              
	
                Section
                  12.05

              	
                Notices.

              
	
                Section
                  12.06

              	
                Severability
                  of Provisions.

              
	
                Section
                  12.07

              	
                Article
                  and Section References.

              
	
                Section
                  12.08

              	
                Notice
                  to the Rating Agency.

              
	
                Section
                  12.09

              	
                Further
                  Assurances.

              
	
                Section
                  12.10

              	
                Benefits
                  of Agreement.

              
	
                Section
                  12.11

              	
                Acts
                  of Certificateholders.

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBITS:

    

      
        	
                Exhibit
                  A

              	
                Form
                  of Class A Certificates

              
	
                Exhibit
                  B

              	
                [Reserved]

              
	
                Exhibit
                  C-1

              	
                Form
                  of Class R Certificates

              
	
                Exhibit
                  C-2

              	
                Form
                  of Class B Certificates

              
	
                Exhibit
                  D

              	
                Mortgage
                  Loan Schedule

              
	
                Exhibit
                  E

              	
                Form
                  of Request for Release

              
	
                Exhibit
                  F-1

              	
                Form
                  of Rule 144A Representation Letter

              
	
                Exhibit
                  F-2

              	
                Form
                  of Transferor Certificate

              
	
                Exhibit
                  F-3

              	
                Form
                  of Transferee Representation Letter

              
	
                Exhibit
                  F-4

              	
                Form
                  of Transfer Affidavit and Agreement and Form of Transferor
                  Affidavit

              
	
                Exhibit
                  G-1

              	
                Form
                  of ERISA Representation Letter (Class B-4, Class B-5 and Class
                  B-6)

              
	
                Exhibit
                  G-2

              	
                Form
                  of ERISA Representation Letter (Class A-4, Class B-1 and Class
                  B-2)

              
	
                Exhibit
                  H

              	
                Form
                  of Lost Note Affidavit

              
	
                Exhibit
                  I-1

              	
                Form
                  of Trustee’s Initial Certification

              
	
                Exhibit
                  I-2

              	
                Form
                  of Trustee’s Final Certification

              
	
                Exhibit
                  J

              	
                Mortgage
                  Loan Purchase Agreement

              
	
                Exhibit
                  K

              	
                Assignment,
                  Assumption and Recognition Agreement (Pledged Asset Servicing
                  Agreement)

              
	
                Exhibit
                  L

              	
                Planned
                  Principal Balances

              
	
                Exhibit
                  M

              	
                Form
                  of Form 10-K Certificate

              
	
                Exhibit
                  N

              	
                Form
                  of Back-up Certification to Form 10-K Certificate

              
	
                Exhibit
                  O

              	
                Servicing
                  Criteria to Be Addressed in Assessment of Compliance

              
	
                Exhibit
                  P

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

              
	
                Exhibit
                  Q

              	
                Transaction
                  Parties

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    This
      Pooling and Servicing Agreement is dated as of May 1, 2007 (the “Agreement”),
      among PHH MORTGAGE CAPITAL LLC, as depositor (the “Depositor”), PHH MORTGAGE
      CORPORATION, as master servicer (the “Master Servicer”) and CITIBANK, N.A., as
      trustee (the “Trustee”).

     

    PRELIMINARY
      STATEMENT:

     

    The
      Depositor intends to sell mortgage pass-through certificates (collectively,
      the
“Certificates”), to be issued hereunder in multiple classes, which in the
      aggregate will evidence the entire beneficial ownership interest in the Mortgage
      Loans (as defined herein).  As provided herein, the Trustee will make,
      in accordance with Section 9.01, an election to treat the entire segregated
      pool
      of assets described in the definition of Trust Fund (as defined herein), and
      subject to this Agreement (including the Mortgage Loans), as two real estate
      mortgage investment conduits (each a “REMIC”) for federal income tax
      purposes.

     

    REMIC
      I

     

    The
      following table sets forth (or describes) the Class designation, Pass-Through
      Rate and Uncertificated Principal Balance, for each Class of REMIC I Regular
      Interest comprising the interests in REMIC I created hereunder:

     

     

    
      	
              REMIC
                I Regular Interest

            	 	
              Uncertificated

              Principal
                Balance

            	 	
              Uncertificated

              Pass-Through
                Rate(1)

            	 	
              Assumed
                Final

              Maturity
                Date(2)

            	 
	
              A-1

            	 	
              $

            	
              59,128,219.00

            	 	
              Variable
                Rate

            	 	
              June
                18, 2037

            	 
	
              A-3

            	 	
              $

            	
              72,525,034.00

            	 	
              Variable
                Rate

            	 	
              June
                18, 2037

            	 
	
              A-4

            	 	
              $

            	
              19,266,244.00

            	 	
              Variable
                Rate

            	 	
              June
                18, 2037

            	 
	
              R-II
                Interest

            	 	
              $

            	
              100.00

            	 	
              Variable
                Rate

            	 	
              June
                18, 2037

            	 
	
              B-1

            	 	
              $

            	
              7,064,326.00

            	 	
              Variable
                Rate

            	 	
              June
                18, 2037

            	 
	
              B-2

            	 	
              $

            	
              1,043,594.00

            	 	
              Variable
                Rate

            	 	
              June
                18, 2037

            	 
	
              B-3

            	 	
              $

            	
              561,935.00

            	 	
              Variable
                Rate

            	 	
              June
                18, 2037

            	 
	
              B-4

            	 	
              $

            	
              401,382.00

            	 	
              Variable
                Rate

            	 	
              June
                18, 2037

            	 
	
              B-5

            	 	
              $

            	
              240,829.00

            	 	
              Variable
                Rate

            	 	
              June
                18, 2037

            	 
	
              B-6

            	 	
              $

            	
              321,107.20

            	 	
              Variable
                Rate

            	 	
              June
                18, 2037

            	 


    

    


    
      	
              (1)

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

            
	 	 
	
              (2)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the
                Distribution Date in the month following the month of 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.

            


    

    


    


     

    REMIC
      II

     

    The
      following table sets forth (or describes) the Class designation, Pass-Through
      Rate and Original Certificate Principal Balance or Original Notional Amount
      for
      each Class of Certificates comprising the interests in the Trust Fund created
      hereunder:

     

    
      	
               Class

            	 	
              Original
                Certificate

              Principal
                Balance or Original Notional Amount

            	 	
              Initial
                Pass-

              Through
                Rate

            	 	
              Assumed
                Final

              Maturity
                Dates(1)

            	 
	
              A-1

            	 	
              $

            	
              59,128,219.00

            	 	
              Variable
                Rate(2)

            	 	
              June
                18, 2037

            	 
	
              A-2(3)

            	 	
              $

            	
              59,128,219.00

            	 	
              0.85%

            	 	
              June
                18, 2037

            	 
	
              A-3

            	 	
              $

            	
              72,525,034.00

            	 	
              Variable
                Rate(4)

            	 	
              June
                18, 2037

            	 
	
              A-4

            	 	
              $

            	
              19,266,244.00

            	 	
              Variable
                Rate(4)

            	 	
              June
                18, 2037

            	 
	
              R-I

            	 	
              $

            	
              100.00

            	 	
              Variable
                Rate(4)

            	 	
              June
                18, 2037

            	 
	
              R-II

            	 	
              $

            	
              100.00

            	 	
              Variable
                Rate(4)

            	 	
              June
                18, 2037

            	 
	
              B-1

            	 	
              $

            	
              7,064,326.00

            	 	
              Variable
                Rate(4)

            	 	
              June
                18, 2037

            	 
	
              B-2

            	 	
              $

            	
              1,043,594.00

            	 	
              Variable
                Rate(4)

            	 	
              June
                18, 2037

            	 
	
              B-3

            	 	
              $

            	
              561,935.00

            	 	
              Variable
                Rate(4)

            	 	
              June
                18, 2037

            	 
	
              B-4

            	 	
              $

            	
              401,382.00

            	 	
              Variable
                Rate(4)

            	 	
              June
                18, 2037

            	 
	
              B-5

            	 	
              $

            	
              240,829.00

            	 	
              Variable
                Rate(4)

            	 	
              June
                18, 2037

            	 
	
              B-6

            	 	
              $

            	
              321,107.20

            	 	
              Variable
                Rate(4)

            	 	
              June
                18, 2037

            	 


    

    


    
      	
              (1)

            	
              For
                purposes of Section 1.860G-1(a)(4)(iii) of the Treasury regulations,
                the
                Distribution Date in the month following the month of the maturity
                date
                for the Mortgage Loan with the latest maturity date has been designated
                as
                the “latest possible maturity date” for each Regular
                Certificate.

            
	 	 
	
              (2)

            	
              Varies
                according to (i) the weighted average of the Net Mortgage Rate on
                each
                Mortgage Loan minus (ii) 0.85% per annum.

            
	 	 
	
              (3)

            	
              For
                federal income tax purposes,
                the notional balance of the Class A-2 Certificates will be equal
                the
                Uncertificated Principal Balance of REMIC I Regular Interest A-1.
                Interest will accrue
                on a
                Notional Amount as described herein.  No principal will be paid
                on the Class A-2 Certificates.

            
	
              (4)

            	
              Varies
                according to the weighted average of the Net Mortgage Rate on each
                Mortgage Loan.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    ARTICLE
      I

     

    DEFINITIONS

     

    
      	
            	
              Section
                1.01

            	
              Defined
                Terms.

            


    

     

    Whenever
      used in this Agreement or in the Preliminary Statement, the following words
      and
      phrases, unless the context otherwise requires, shall have the meanings
      specified in this Article. Unless otherwise specified, interest will be
      calculated for all Certificates on the basis of a 360-day year consisting of
      twelve 30-day months.

     

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

     

    “Account”:
      Any of the Collection Account and Distribution Account.

     

    “Accretion
      Termination Date”: The earliest to occur of (i) the Distribution Date on which
      the aggregate Certificate Principal Balance of the Class A-1 Certificates and
      Class A-3 Certificates has been reduced to zero, (ii) the Credit Support
      Depletion Date and (iii) the Distribution Date occurring in June
      2012.

     

    “Accrual
      Distribution Amount”: With respect to each Distribution Date prior to the
      Accretion Termination Date, an amount equal to the Monthly Interest
      Distributable Amount on the Class A-4 Certificates, for such date, to the extent
      added to the Certificate Principal Balance of the Class A-4 Certificates
      pursuant to Section 4.01(j); provided that, with respect to each Distribution
      Date on or after the Accretion Termination Date, the entire Monthly Interest
      Distributable Amount on the Class A-4 Certificates for that date will be payable
      to the holders of the Class A-4 Certificates, as interest, to the extent not
      required to fully reduce the Certificate Principal Balances of the Class A-1
      Certificates and Class A-3 Certificates to zero on the Accretion Termination
      Date; provided, however, that if the Accretion Termination Date is the Credit
      Support Depletion Date or the Distribution Date occurring in June 2012, the
      entire Accrual Distribution Amount for that date will be payable as interest
      to
      the Class A-4 Certificateholders pursuant to Section 4.01(c)(i)
      hereof.

     

    “Advance”:
      As to any Mortgage Loan or REO Property, any advance made by the Master Servicer
      in respect of any Distribution Date pursuant to Section 4.03.

     

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

     

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

     

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

     

    “Appraised
      Value”: With respect to each Mortgage Loan, the appraised value of the related
      Mortgaged Property at the time of origination of such Mortgage
      Loan.

     

    “Assessment
      of Compliance”:  As defined in Section 3.21.

     

    “Attestation
      Report”:  As defined in Section 3.21.

     

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

     

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

     

    “Available
      Distribution Amount”: With respect to any Distribution Date and the Mortgage
      Loans, an amount equal to the excess of (i) the sum of (a) the aggregate of
      the
      related Monthly Payments received on or prior to the related Determination
      Date,
      (b) Liquidation Proceeds, Insurance Proceeds, Subsequent Recoveries and other
      unscheduled recoveries of principal and interest in respect of the Mortgage
      Loans, and Principal Prepayments during the related Prepayment Period, (c)
      the
      aggregate of any amounts received in respect of a related REO Property withdrawn
      from any REO Account and deposited in the Collection Account for such
      Distribution Date, (d) the aggregate of any amounts deposited in the Collection
      Account by the Master Servicer in respect of related Prepayment Interest
      Shortfalls for such Distribution Date and (e) the aggregate of any related
      Advances made by the Master Servicer for such Distribution Date, over (ii)
      the
      sum of (a) related amounts reimbursable or payable to the Master Servicer
      pursuant to Section 3.10, (b) related Stayed Funds, (c) related amounts
      deposited in the Collection Account or the Distribution Account, as the case
      may
      be, in error, (d) any Extraordinary Trust Fund Expenses and (e) the Trustee
      Fee.
      The Available Distribution Amount shall also be increased by any Required Surety
      Payment.

     

    “Bankruptcy
      Amount”: As of any date of determination prior to the first anniversary of the
      Cut-off Date, an amount equal to the excess, if any, of (A) $50,000 over (B)
      the
      aggregate amount of Bankruptcy Losses allocated solely to one or more specific
      Classes of Certificates in accordance with Section 4.02. As of any date of
      determination on or after the first anniversary of the Cut-off Date, an amount
      equal to the excess, if any, of (1) the lesser of (a) the Bankruptcy Amount
      calculated as of the close of business on the Business Day immediately preceding
      the most recent anniversary of the Cut-off Date coinciding with or preceding
      such date of determination (or, if such date of determination is an anniversary
      of the Cut-off Date, the Business Day immediately preceding such date of
      determination) (for purposes of this definition, the “Relevant Anniversary”) and
      (b) the greater of:

     

    (A)           the
      greater of (i) 0.0006 times the aggregate principal balance of all the Mortgage
      Loans in the Mortgage Pool as of the Relevant Anniversary having a Loan-to-Value
      Ratio at origination which exceeds 75% and (ii) $50,000; and (B) the greater
      of
      (i) the product of (x) an amount equal to the largest difference in the related
      Monthly Payment for any Non-Primary Residence Loan remaining in the Mortgage
      Pool which had an original Loan-to-Value Ratio greater than 80% that would
      result if the Net Mortgage Rate thereof was equal to the greater of (I) 5%
      or
      (II) the weighted average (based on the principal balance of the Mortgage Loans
      as of the Relevant Anniversary) of the Net Mortgage Rates of all Mortgage Loans
      as of the Relevant Anniversary less 1.25% per annum, (y) a number equal to
      the
      weighted average remaining term to maturity, in months, of all Mortgage Loans
      with a Loan-to-Value Ratio of greater than 80% remaining in the Mortgage Pool
      as
      of the Relevant Anniversary, and (z) one plus the quotient of the number of
      all
      Non-Primary Residence Loans with a Loan-to-Value Ratio of greater than 80%
      remaining in the Mortgage Pool divided by the total number of outstanding
      Mortgage Loans in the Mortgage Pool as of the Relevant Anniversary, and (ii)
      $50,000,

     

    over
      (2)
      the aggregate amount of Bankruptcy Losses allocated solely to one or more
      specific Classes of Certificates in accordance with Section 4.02 since the
      Relevant Anniversary.

     

    The
      Bankruptcy Amount may be further reduced by the Master Servicer (including
      accelerating the manner in which such coverage is reduced) provided that prior
      to any such reduction, the Master Servicer shall (i) obtain written confirmation
      from the Rating Agency that such reduction shall not reduce the rating assigned
      to any Class of Certificates by such Rating Agency below the lower of the then
      current rating or the rating assigned to such Certificates as of the Closing
      Date by such Rating Agency and (ii) provide a copy of such written confirmation
      to the Trustee.

     

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

     

    “Bankruptcy
      Losses”: Losses that are incurred as a result of Debt Service Reductions and
      Deficient Valuations.

     

    “Book-Entry
      Certificates”: Any of the Certificates that shall be registered in the name of
      the Depository or its nominee, the ownership of which is reflected on the books
      of the Depository or on the books of a Person maintaining an account with the
      Depository (directly, as a “Depository Participant”, or indirectly, as an
      indirect participant in accordance with the rules of the Depository and as
      described in Section 5.02 hereof). On the Closing Date, the Certificates (other
      than the Class R, Class B-4, Class B-5 and Class B-6 Certificates) shall be
      Book-Entry Certificates.

     

    “Business
      Day”: Any day other than (a) a Saturday or Sunday, (b) a legal holiday in the
      State of New Jersey or the State of New York, or (c) a day on which banking
      or
      savings and loan institutions in the State of New Jersey or the State of New
      York are authorized or obligated by law or executive order to be
      closed.

     

    “Buydown
      Account”: The custodial account or accounts created and maintained pursuant to
      Section 3.25.

     

    “Buydown
      Agreement”: An agreement between the applicable originator and a Mortgagor, or
      an agreement among such originator, a Mortgagor and an employer of a relocated
      Mortgagor which, in each case, provides for the application of Buydown
      Funds.

     

    “Buydown
      Funds”: In respect of any Buydown Mortgage Loan, any amount contributed by the
      related originator or the employer of a relocated borrower in order to enable
      the Mortgagor to reduce the payments required to be made from the Mortgagor’s
      funds during the Buydown Period. The Buydown Funds are not part of the Trust
      Fund prior to deposit into the Collection Account or the Distribution
      Account.

     

    “Buydown
      Mortgage Loan”: Any Mortgage Loan in respect of which, pursuant to a Buydown
      Agreement, (i) the Mortgagor pays less than the full monthly payment specified
      in the Mortgage Note during the Buydown Period and (ii) the difference between
      the payments required under such Buydown Agreement and the Mortgage Note is
      paid
      from the related Buydown Funds.

     

    “Buydown
      Period”: The period during which Buydown Funds are required to be applied to the
      related Buydown Mortgage Loans as provided in Section 3.25.

     

    “Cash-Out
      Refinancing”: A Refinanced Mortgage Loan the proceeds of which were more than 2%
      or $2,000 in excess of the principal balance of any existing first mortgage
      or
      seasoned subordinate mortgage on the related Mortgaged Property and related
      closing costs.

     

    “Cash
      Liquidation”: As to any defaulted Mortgage Loan other than REO Property which
      has been acquired by the Master Servicer on behalf of the Trustee for the
      benefit of the Certificateholders, a determination by the Master Servicer that
      it has received all Insurance Proceeds, Liquidation Proceeds and other payments
      or cash recoveries which the Master Servicer reasonably or in good faith expects
      to be finally recoverable with respect to such Mortgage Loan, plus, with respect
      to a defaulted Mortgage Loan that is a Pledged Asset Loan, the amount realized
      on the related Pledged Assets with respect to such Mortgage Loan in accordance
      with Section 3.16.

     

    “Certificate”:
      Any Regular Certificate or Class R Certificate.

     

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

     

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

     

    “Certificate
      Principal Balance”: With respect to any Certificate (other than any Class A-2
      Certificate) as of any date of determination, (x) the Certificate Principal
      Balance of such Certificate on the Distribution Date immediately prior to such
      date of determination, plus (y) (i) in the case of the Class A-4 Certificates,
      an amount equal to the Monthly Interest Distributable Amount added to the
      Certificate Principal Balance of the Class A-4 Certificates on the Distribution
      Date immediately prior to such date of determination on or prior to the
      Accretion Termination Date plus (z) in the case of the Class B Certificates,
      any
      Subsequent Recoveries added to the Certificate Principal Balance of any such
      Certificate pursuant to Section 4.01(h), reduced by the aggregate of (a) all
      distributions of principal made thereon on such immediately prior Distribution
      Date and (b) without duplication of amounts described in clause (a) above,
      reductions in the Certificate Principal Balance thereof in connection with
      allocations thereto of Realized Losses on the Mortgage Loans and Extraordinary
      Trust Fund Expenses on such immediately prior Distribution Date (or, in the
      case
      of any date of determination up to and including the initial Distribution Date,
      the initial Certificate Principal Balance of such Certificate, as stated on
      the
      face thereon); provided, however, that, the Certificate Principal Balance of
      each Subordinate Certificate of the Class of Subordinate Certificates
      outstanding with the highest numerical designation at any given time shall
      be
      calculated to equal the Percentage Interest evidenced by such Certificate
      multiplied by the excess, if any, of (A) the then aggregate Stated Principal
      Balance of the Mortgage Loans over (B) the then aggregate Certificate Principal
      Balances of all other Classes of Certificates then outstanding. The Class A-2
      Certificates shall not have a Certificate Principal Balance and shall not be
      entitled to any distributions of principal.

     

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

     

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

     

    “Class
      A
      Certificate”: Any of the Class A-1, Class A-2, Class A-3 and Class A-4
      Certificates as designated on the face thereof substantially in the form annexed
      hereto as Exhibit A, executed by the Trustee and authenticated and delivered
      by
      the Trustee, representing the right to distributions as set forth herein and
      therein.

     

    “Class
      A
      Certificateholder”: Any Holder of a Class A Certificate.

     

    “Class
      B
      Certificate”: Any one of the Class B-1, Class B-2, Class B-3, Class B-4, Class
      B-5 or Class B-6 Certificates as designated on the face thereof substantially
      in
      the form annexed hereto as Exhibit C-2, executed by the Trustee and
      authenticated and delivered by the Trustee, representing the right to
      distributions as set forth herein and therein.

     

    “Class
      B
      Certificateholder”: Any Holder of a Class B Certificate.

     

    “Class
      B
      Percentage”: The Class B-1 Percentage, Class B-2 Percentage, Class B-3
      Percentage, Class B-4 Percentage, Class B-5 Percentage or Class B-6
      Percentage.

     

    “Class
      B-1 Percentage”: With respect to any Distribution Date, the lesser of 100% and a
      fraction, expressed as a percentage, the numerator of which is the Certificate
      Principal Balance of the Class B-1 Certificates immediately prior to such
      Distribution Date and the denominator of which is the aggregate Stated Principal
      Balance of all of the Mortgage Loans (or related REO Properties) immediately
      prior to such Distribution Date. The initial Class B-1 Percentage is
      approximately 4.40%.

     

    “Class
      B-2 Percentage”: With respect to any Distribution Date, the lesser of 100% and a
      fraction, expressed as a percentage, the numerator of which is the aggregate
      Certificate Principal Balance of the Class B-2 Certificates immediately prior
      to
      such Distribution Date and the denominator of which is the aggregate Stated
      Principal Balance of all of the Mortgage Loans (or related REO Properties)
      immediately prior to such Distribution Date. The initial Class B-2 Percentage
      is
      approximately 0.65%.

     

    “Class
      B-3 Percentage”: With respect to any Distribution Date, the lesser of 100% and a
      fraction, expressed as a percentage, the numerator of which is the aggregate
      Certificate Principal Balance of the Class B-3 Certificates immediately prior
      to
      such Distribution Date and the denominator of which is the aggregate Stated
      Principal Balance of all of the Mortgage Loans (or related REO Properties)
      immediately prior to such Distribution Date. The initial Class B-3 Percentage
      is
      approximately 0.35%.

     

    “Class
      B-4 Percentage”: With respect to any Distribution Date, the lesser of 100% and a
      fraction, expressed as a percentage, the numerator of which is the aggregate
      Certificate Principal Balance of the Class B-4 Certificates immediately prior
      to
      such Distribution Date and the denominator of which is the aggregate Stated
      Principal Balance of all of the Mortgage Loans (or related REO Properties)
      immediately prior to such Distribution Date. The initial Class B-4 Percentage
      is
      approximately 0.25%.

     

    “Class
      B-5 Percentage”: With respect to any Distribution Date, the lesser of 100% and a
      fraction, expressed as a percentage, the numerator of which is the aggregate
      Certificate Principal Balance of the Class B-5 Certificates immediately prior
      to
      such Distribution Date and the denominator of which is the aggregate Stated
      Principal Balance of all of the Mortgage Loans (or related REO Properties)
      immediately prior to such Distribution Date. The initial Class B-5 Percentage
      is
      approximately 0.15%.

     

    “Class
      B-6 Percentage”: With respect to any Distribution Date, the lesser of 100% and a
      fraction, expressed as a percentage, the numerator of which is the aggregate
      Certificate Principal Balance of the Class B-6 Certificates immediately prior
      to
      such Distribution Date and the denominator of which is the aggregate Stated
      Principal Balance of all of the Mortgage Loans (or related REO Properties)
      immediately prior to such Distribution Date. The initial Class B-6 Percentage
      is
      approximately 0.20%.

     

    “Class
      R
      Certificates”: The Class R-I Certificates and Class R-II Certificates executed
      by the Trustee, and authenticated and delivered by the Certificate Registrar,
      substantially in the form annexed hereto as Exhibit C-1 and each evidencing
      the
      ownership of an interest designated as the Residual Interest in the related
      REMIC.

     

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

     

    “Closing
      Date”: May 30, 2007.

     

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

     

    “Collection
      Account”: The account or accounts created and maintained by the Master Servicer
      pursuant to Section 3.10, which shall be entitled “PHH Mortgage Corporation, as
      Master Servicer for Citibank, N.A., as Trustee, in trust for registered Holders
      of PHHMC Mortgage Pass-Through Certificates, Series 2007-3”, and which must be
      an Eligible Account.

     

    “Commission”:
      The Securities and Exchange Commission.

     

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

     

    “Condemnation
      Proceeds”: All awards or settlements in respect of a taking of a Mortgaged
      Property by exercise of the power of eminent domain or
      condemnation.

     

    “Control
      Agreement”: With respect to each Mortgage 100K
      Loan, the Merrill Lynch Pledged Collateral Account Control Agreement between
      the
      guarantor or mortgagor, as applicable, the Pledged Asset Servicer and Merrill
      Lynch, Pierce, Fenner & Smith Incorporated, pursuant to which the guarantor
      or mortgagor, as applicable, has granted a security interest in a Securities
      Account.

     

    “Cooperative”:
      A corporation that has been formed for the purpose of cooperative apartment
      ownership.

     

    “Cooperative
      Assets”: Shares issued by Cooperatives, the related Cooperative Lease and any
      other collateral securing the Cooperative Loans.

     

    “Cooperative
      Building”: The building and other property owned by a Cooperative.

     

    “Cooperative
      Lease”: With respect to a Cooperative Loan, the proprietary lease or occupancy
      agreement with respect to the Cooperative Apartment occupied by the Mortgagor
      and relating to the related Cooperative Assets, which lease or agreement confers
      an exclusive right to the holder of such Cooperative Assets to occupy such
      apartment.

     

    “Cooperative
      Loan”: The indebtedness of a Mortgagor evidenced by a Mortgage Note which is
      secured by Cooperative Assets and which is being sold to the Depositor pursuant
      to this Agreement, the Mortgage Loans so sold being identified in the Mortgage
      Loan Schedule.

     

    “Cooperative
      Unit”: A specific dwelling unit in a Cooperative Building as to which exclusive
      occupancy rights have been granted pursuant to a Lease.

     

    “Corporate
      Trust Office”: The principal corporate trust office of the Trustee at which at
      any particular time its corporate trust business in connection with this
      Agreement shall be administered, which office at the date of the execution
      of
      this instrument is located, for Certificate transfer purposes, at 111 Wall
      Street, 15th
      Floor, Attn: Securities Window, New York, New York 10005, Attn: PHHMC, Series
      2007-3, or at such other address as the Trustee may designate from time to
      time
      by notice to the Certificateholders, the Depositor and the Master
      Servicer.

     

    “Corresponding
      Certificated Interest”:  With respect to each REMIC I Regular
      Interest, the Class with the same designation.

     

    “Credit
      Support Depletion Date”: The first Distribution Date on which the Senior
      Percentage equals 100%.

     

    “Curtailment”:
      Any Principal Prepayment made by a Mortgagor which is not a Principal Prepayment
      in Full.

     

    “Cut-off
      Date”: May 1, 2007.

     

    “Cut-off
      Date Principal Balance”: With respect to any Mortgage Loan, the unpaid principal
      balance thereof as of the Cut-off Date (or as of the applicable date of
      substitution with respect to an Eligible Substitute Mortgage Loan).

     

    “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.

     

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

     

    “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 principal balance of the Mortgage Loan, which valuation
      results from a proceeding initiated under the Bankruptcy Code.

     

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

     

    “Delinquent”:  As
      used herein, a Mortgage Loan is considered to be: “one month” delinquent when a
      payment due on any scheduled due date remains unpaid as of the close of business
      on the last Business Day immediately prior to the next following monthly
      scheduled due date; “two months” delinquent when a payment due on any scheduled
      due date remains unpaid as of the close of business on the last Business Day
      immediately prior to the second following monthly scheduled due date; and so
      on.
      The determination as to whether a Mortgage Loan falls into these categories
      is
      made as of the close of business on the last Business Day of each month. For
      example, a Mortgage Loan with a payment due on July 1 that remained unpaid
      as of
      the close of business on July 31 would then be considered to be one month
      delinquent. Delinquency information as of the Cut-off Date is determined and
      prepared as of the close of business on the last Business Day immediately prior
      to the Cut-off Date.

     

    “Depositor”:
      PHH Mortgage Capital LLC, a Delaware limited liability company, or any successor
      in interest.

     

    “Depository”:
      The initial Depository shall be The Depository Trust Company, whose nominee
      is
      Cede & Co., or any other organization registered as a “clearing agency”
pursuant to Section 17A of the Securities Exchange Act of 1934, as amended.
      The
      Depository shall initially be the registered Holder of the Book-Entry
      Certificates. The Depository shall at all times be a “clearing corporation” as
      defined in Section 8-102(3) of the Uniform Commercial Code of the State of
      New
      York.

     

    “Depository
      Agreement”: With respect to any Book-Entry Certificates, either of the
      agreements among the Depositor, the Trustee and the initial Depository, to
      be
      dated on or about the Closing Date.

     

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

     

    “Determination
      Date”: With respect to any Distribution Date, the 8th day of the calendar month
      in which such Distribution Date occurs or, if such 8th day is not a Business
      Day, the Business Day immediately preceding such 8th 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 the Trust Fund other than through an
      Independent Contractor, provided, however, that the Trustee (or the Master
      Servicer on behalf of the Trustee) shall not be considered to Directly Operate
      an REO Property solely because the Trustee (or the Master Servicer on behalf
      of
      the Trustee) establishes rental terms, chooses tenants, enters into or renews
      leases, deals with taxes and insurance, or makes decisions as to repairs or
      capital expenditures with respect to such REO Property.

     

    “Disqualified
      Organization”: Any of the following: (i) the United States, any State or
      political subdivision thereof, any possession of the United States, or any
      agency or instrumentality of any of the foregoing (other than an instrumentality
      which is a corporation if all of its activities are subject to tax and, except
      for the Freddie Mac or any successor thereto, 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 or (v)
      any
      other Person so designated by the Trustee based upon an Opinion of Counsel,
      which Opinion of Counsel shall not be an expense of the Trustee, that the
      holding of an ownership interest in a Residual Certificate by such Person may
      cause the Trust or any Person having an ownership interest in the Residual
      Certificate (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
      Account”: The trust account or accounts created and maintained by the Trustee
      pursuant to Section 3.10(b) which shall be entitled “Distribution Account,
      Citibank, N.A., as Trustee, in trust for the registered Holders of the PHHMC
      Mortgage Pass-Through Certificates, Series 2007-3” and which must be an Eligible
      Account.

     

    “Distribution
      Date”: The 18th day of any calendar month, or if such 18th day is not a Business
      Day, the Business Day immediately following such 18th day, commencing in June
      2007.

     

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

     

    “Due
      Period”: With respect to any Distribution Date, the period commencing on the
      second day of the month preceding the month in which such Distribution Date
      (or
      with respect to the first Due Period, the day following the Cut-off Date) occurs
      and ending on the first day of the month in which such Distribution Date
      occurs.

     

    “Effective
      Loan-to-Value Ratio”: With respect to a Pledged Asset Loan, the ratio, expressed
      as a percentage, of (A) the principal amount of the Mortgage Loan at origination
      less the value of any Pledged Assets securing the Mortgage Loan, to (B) the
      lesser of (1) the appraised value determined in an appraisal or other collateral
      assessment tool obtained at origination of the Mortgage Loan and (2) the sales
      price for the related Mortgaged Property; provided that for any Pledged Asset
      Loan for which the related Mortgaged Property is located in the State of New
      York, clause (B) of this definition shall be the Appraised Value.

     

    “Eligible
      Account”: Any of (i) an account or accounts maintained with a depository
      institution the short-term debt obligations of which have been rated by the
      Rating Agency in its highest rating available, (ii) in a depository institution
      in which such accounts are fully insured to the limits established by the FDIC,
      provided that any deposits not so insured shall, to the extent acceptable to
      the
      Rating Agency, as evidenced in writing, be maintained such that (as evidenced
      by
      an Opinion of Counsel delivered to the Trustee and the Rating Agency) the
      registered Holders of Certificates have a claim with respect to the funds in
      such account or a perfected first security interest against any collateral
      (which shall be limited to Permitted Investments) securing such funds that
      is
      superior to claims of any other depositors or creditors of the depository
      institution with which such account is maintained, (iii) a trust account or
      accounts maintained with the trust department of a federal or state chartered
      depository institution, national banking association or trust company acting
      in
      its fiduciary capacity, (iv) an account or accounts of a depository institution
      acceptable to the Rating Agency (as evidenced in writing by the Rating Agency
      that use of any such account will not reduce the rating assigned to any Class
      of
      Certificates by such Rating Agency below the lower of the then-current rating
      or
      the rating assigned to such Certificates as of the Closing Date by such Rating
      Agency) or (v) an account or accounts maintained with a federal or state
      chartered depository institution or trust company that meet the depository
      requirements of Fannie Mae or Freddie Mac. Eligible Accounts may bear
      interest.

     

    “Eligible
      Substitute Mortgage Loan”: A mortgage loan substituted for a Defective Mortgage
      Loan pursuant to the terms of this Agreement which must, on the date of such
      substitution, (i) have an outstanding principal balance, after application
      of
      all scheduled payments of principal and interest due during or prior to the
      month of substitution, not in excess of the outstanding principal balance of
      the
      Defective Mortgage Loan as of the Due Date in the calendar month during which
      the substitution occurs, the amount of any shortfall to be deposited by the
      Master Servicer in the Collection Account in the month of substitution, (ii)
      have a Loan Rate, not less than the Loan Rate of the Defective Mortgage Loan
      and
      not more than 1% in excess of the Loan Rate of such Defective Mortgage Loan,
      (iii) have a remaining term to maturity not greater than (and not more than
      one
      year less than) that of the Defective Mortgage Loan, (iv) be current as of
      the
      date of substitution, (v) have a Loan-to-Value Ratio as of the date of
      substitution equal to or lower than the Loan-to-Value Ratio of the Defective
      Mortgage Loan as of such date and (vi) conform to each representation and
      warranty set forth in Section 2.04 hereof applicable to the Defective Mortgage
      Loan. In the event that one or more mortgage loans are substituted for one
      or
      more Defective Mortgage Loans, the amounts described in clause (i) hereof shall
      be determined on the basis of aggregate principal balances, the Loan Rates
      described in clause (ii) hereof shall be determined on the basis of weighted
      average Loan Rates, the terms described in clause (iii) hereof shall be
      determined on the basis of weighted average remaining term to maturity, the
      Loan-to-Value Ratios described in clause (v) 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 (vi) hereof
      must be satisfied as to each Eligible Substitute Mortgage Loan or in the
      aggregate, as the case may be. Any Mortgage Loan substituted for a Mortgage
      Loan
      which has an arrearage due to the application of any related forbearance plan
      with respect to such Mortgage Loan, will be treated as having such an arrearage
      due to the application of any related forbearance plan with respect to such
      Mortgage Loan.

     

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

     

    “ERISA-Restricted
      Certificates”: Any of the Class B-4, Class B-5, Class B-6 and Class R
      Certificates.

     

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

     

    “Estate
      in Real Property”: A fee simple estate in a parcel of real
      property.

     

    “Excess
      Losses”: (i) Special Hazard Losses in excess of the Special Hazard Amount, (ii)
      Bankruptcy Losses in excess of the Bankruptcy Amount, (iii) Fraud Losses in
      excess of the Fraud Loss Amount and (iv) Extraordinary Losses.

     

    “Excess
      Subordinate Principal Amount”:  With respect to any Distribution Date
      on which the Certificate Principal Balance of the Class or Classes of
      Certificates then outstanding with the Lowest Priority is to be reduced to
      zero
      and on which Realized Losses are to be allocated to that Class or those Classes,
      the amount, if any, by which (i) the amount of principal that would otherwise
      be
      distributable on that Class or those Classes of Certificates on such
      Distribution Date is greater than (ii) the excess, if any, of the aggregate
      Certificate Principal Balance of that Class or those Classes of Certificates
      immediately prior to such Distribution Date over the aggregate amount of
      Realized Losses to be allocated to that Class or those Classes of Certificates
      on such Distribution Date.

     

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

     

    “Extraordinary
      Loss”: Any Realized Loss or portion thereof caused by or resulting
      from:

     

    (i)           nuclear
      or chemical reaction or nuclear radiation or radioactive or chemical
      contamination, all whether controlled or uncontrolled and whether such loss
      be
      direct or indirect, proximate or remote or be in whole or in part caused by,
      contributed to or aggravated by a peril covered by the definition of the term
      “Special Hazard Loss”;

     

    (ii)           hostile
      or warlike action in time of peace or war, including action in hindering,
      combating or defending against an actual, impending or expected attack by any
      government or sovereign power, de jure or de facto, or by any
      authority maintaining or using military, naval or air forces, or by military,
      naval or air forces, or by an agent of any such government, power, authority
      or
      forces;

     

    (iii)           any
      weapon of war employing atomic fission or radioactive forces whether in time
      of
      peace or war, and

     

    (iv)           insurrection,
      rebellion, revolution, civil war, usurped power or action taken by governmental
      authority in hindering, combating or defending against such an occurrence,
      seizure or destruction under quarantine or customs regulations, confiscation
      by
      order of any government or public authority, or risks of contraband or illegal
      transactions or trade.

     

    “Extraordinary
      Trust Fund Expenses”: Any amounts reimbursable to the Master Servicer or the
      Depositor pursuant to Section 6.03, any amounts reimbursable to the Trustee
      from
      the Trust Fund pursuant to this Agreement, including but not limited to Section
      8.05, and any other costs, expenses, liabilities and losses borne by the Trust
      Fund (exclusive of any cost, expense, liability or loss that is specific to
      a
      particular Mortgage Loan or REO Property and is taken into account in
      calculating a Realized Loss in respect thereof) for which the Trust Fund has
      not
      and, in the reasonable good faith judgment of the Trustee, shall not, obtain
      reimbursement or indemnification from any other Person.

     

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

     

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

     

    “Fidelity
      Bond”: Shall have the meaning assigned thereto in Section 3.14.

     

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

     

    “Fitch”:
      Fitch, Inc., doing business as Fitch Ratings, and any successor thereto or
      its
      successor in interest.

     

    “Foreclosure
      Price”: The amount reasonably expected to be received from the sale of the
      related Mortgaged Property net of any expenses associated with foreclosure
      proceedings.

     

    “Foreclosure
      Profits”:  As to any Distribution Date or related Determination Date
      and any Mortgage Loan, the excess, if any, of Liquidation Proceeds, Insurance
      Proceeds and proceeds from any REO Disposition (net of all amounts reimbursable
      therefrom pursuant to Section 3.11(a)(iii)) in respect of each Mortgage Loan
      or
      REO Property for which a Cash Liquidation or REO Disposition occurred in the
      related Prepayment Period over the sum of the unpaid principal balance of such
      Mortgage Loan or REO Property (determined, in the case of an REO Disposition,
      in
      accordance with Section 3.16) plus accrued and unpaid interest at the Mortgage
      Rate on such unpaid principal balance from the Due Date to which interest was
      last paid by the Mortgagor to the first day of the month following the month
      in
      which such Cash Liquidation or REO Disposition occurred.

     

    “Fraud
      Loss Amount”: As of any date of determination after the Cut-off Date, prior to
      the third anniversary of the Cut-off Date, an amount equal to 1.00% of the
      aggregate outstanding principal balance of all of the Mortgage Loans as of
      the
      Cut-off Date minus the Fraud Losses allocated solely to one or more specific
      Classes of Certificates in accordance with Section 4.02 since the most recent
      anniversary of the Cut-off Date up to such date of determination. On and after
      the third anniversary of the Cut-off Date, the Fraud Loss Amount shall be
      zero.

     

    The
      Fraud
      Loss Amount may be further reduced by the Master Servicer (including
      accelerating the manner in which such coverage is reduced) provided that prior
      to any such reduction, the Master Servicer shall (i) obtain written conformation
      from the Rating Agency that such reduction shall not reduce the rating assigned
      to any Class of Certificates by such Rating Agency below the lower of the
      then-current rating or the rating assigned to such Certificates as of the
      Closing Date by such Rating Agency and (ii) provide a copy of such written
      conformation to the Trustee.

     

    “Fraud
      Losses”: Losses sustained on a Liquidated Mortgage Loan by reason of a default
      arising from fraud, dishonesty or misrepresentation.

     

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

     

    “Highest
      Priority”: As of any date of determination, the Class of Subordinate
      Certificates then outstanding with the earliest priority for payments pursuant
      to Section 4.01(c), in the following order: Class B-1, Class B-2, Class B-3,
      Class B-4, Class B-5 and Class B-6 Certificates.

     

    “HUD”:
      The United States Department of Housing and Urban Development, or any successor
      thereto and including the Federal Housing Commissioner and the Secretary of
      Housing and Urban Development where appropriate under the FHA
      Regulations.

     

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

     

    “Independent
      Contractor”: Either (i) any Person (other than the Master Servicer) that would
      be an “independent contractor” with respect to the Trust Fund within the meaning
      of Section 856(d)(3) of the Code if the Trust Fund 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 percent
      or more of any Class of Certificates), so long as the Trust Fund does not
      receive or derive any income from such Person and provided that the relationship
      between such Person and the Trust Fund is at arm’s length, all within the
      meaning of Treasury Regulation Section 1.856-4(b)(5), or (ii) any other Person
      (including the Master Servicer) if the Trustee has received an Opinion of
      Counsel, which Opinion of Counsel shall be an expense of the Trust Fund, 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.

     

    “Initial
      Certificate Principal Balance”: With respect to any Regular Certificate, other
      than the Class A-2 Certificates, the amount designated “Initial Certificate
      Principal Balance” on the face thereof.

     

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

     

    “Interest
      Accrual Period”: With respect to any Distribution Date and any Class of
      Certificates, the calendar month immediately preceding the month in which such
      Distribution Date occurs.

     

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

     

    “Limited
      Purpose Surety Bond”: The Limited Purpose Surety Bond (Policy No. AB0039BE),
      dated February 28, 1996 in respect to certain Pledged Asset Loans, issued by
      Ambac Assurance Corporation (f/k/a Ambac Indemnity Corporation) for the benefit
      of certain beneficiaries, including the Trustee for the benefit of the
      Certificateholders, but only to the extent that such Limited Purpose Surety
      Bond
      covers any Pledged Asset Loans.

     

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

     

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

     

    “Liquidation
      Proceeds”: The amount (other than amounts received in respect of the rental of
      any REO Property prior to REO Disposition) received by the Master Servicer
      in
      connection with (i) the taking of all or a part of a Mortgaged Property by
      exercise of the power of eminent domain or condemnation, (ii) the liquidation
      of
      a defaulted Mortgage Loan by means of a trustee’s sale, foreclosure sale or
      otherwise (including, with respect to a defaulted Mortgage Loan that is a
      Pledged Asset Loan, the amount realized on the related Pledged Assets with
      respect to such Mortgage Loan in accordance with Section 3.16), 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 or Section
      10.01.

     

    “Loan
      Balance”: As of any date, the aggregate Stated Principal Balance of all of the
      Mortgage Loans as of such date.

     

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

     

    “Loan
      Rate”: With respect to each Mortgage Loan, the annual rate at which interest
      accrues on such Mortgage Loan from time to time in accordance with the
      provisions of the related Mortgage Note, which rate shall remain constant at
      the
      rate set forth in the Mortgage Loan Schedule as the Loan Rate in effect
      immediately following the Cut-off Date. 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.

     

    “Lockout
      Percentage”: With respect to any Distribution Date, the Certificate Principal
      Balance of the Class A-4 Certificates, divided by the aggregate Certificate
      Principal Balance of the Senior Certificates, in each case immediately prior
      to
      any allocations of losses or distributions on that Distribution
      Date.

     

    “Lockout
      Prepayment Percentage”: With respect to any Distribution Date, the product of
      (i) the Lockout Percentage and (ii) the Stepdown Percentage.

     

    “Lockout
      Scheduled Percentage”: With respect to any Distribution Date (i) occurring prior
      to June 2012, 0% and (ii) occurring in or after June 2012, the Lockout
      Percentage.

     

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

     

    “Lower
      Priority”: As of any date of determination and with respect to any Class of
      Subordinate Certificates, any other Class of Subordinate Certificates then
      outstanding with a later priority for payments pursuant to Section
      4.01(c).

     

    “Lowest
      Priority”: As of any date of determination, the Class of Subordinate
      Certificates then outstanding with the latest priority for payments pursuant
      to
      Section 4.01(c), in the following order: Class B-6, Class B-5, Class B-4, Class
      B-3, Class B-2 and Class B-1 Certificates.

     

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

     

    “Master
      Servicer Affiliate”: A Person (i) controlling, controlled by or under common
      control with the Master Servicer or which is 50% or more owned by the Master
      Servicer and (ii) which is qualified to service residential mortgage
      loans.

     

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

     

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

     

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

     

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

     

    “MIN”:  The
      Mortgage Identification Number for Mortgage Loans registered with MERS on the
      MERS® System.

     

    “MLCC”:
      Merrill Lynch Credit Corporation and its successors in interest.

     

    “MOM
      Loan”:  With respect to any Mortgage Loan, MERS acting as the
      mortgagee of such Mortgage Loan, solely as nominee for the originator of such
      Mortgage Loan and its successors and assigns, at the origination
      thereof.

     

    “Monthly
      Interest Distributable Amount”: An amount equal to the interest accrued during
      the related Interest Accrual Period on the Certificate Principal Balance or
      Notional Amount, as applicable, of each Class of Certificates at the
      then-applicable Pass-Through Rate. The Monthly Interest Distributable Amount
      on
      any Class of Certificates will be reduced by the amount of (i) Prepayment
      Interest Shortfalls (to the extent not offset by the Master Servicer with a
      payment of Compensating Interest as provided in Section 3.24), (ii) the interest
      portion (adjusted to the Net Mortgage Rate) of Realized Losses (including Excess
      Losses and Extraordinary Losses) not allocated solely to one or more specific
      Classes of Certificates pursuant to Section 4.02, (iii) the interest portion
      of
      Advances previously made with respect to a Mortgage Loan or REO Property which
      remained unreimbursed following the Cash Liquidation or REO Disposition of
      such
      Mortgage Loan or REO Property that were made with respect to delinquencies
      that
      were ultimately determined to be Excess Losses or Extraordinary Losses and
      (iv)
      any other interest shortfalls not covered by the subordination provided by
      the
      Class B Certificates, including Relief Act Shortfalls, with all such reductions
      allocated among all of the Certificates in proportion to their respective
      amounts of Monthly Interest Distributable Amount payable on such Distribution
      Date which would have resulted absent such reductions.

     

    “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;
      (b)
      without giving effect to any extension granted or agreed to by the Master
      Servicer pursuant to Section 3.01; and (c) on the assumption that all other
      amounts, if any, due under such Mortgage Loan are paid when due.

     

    “Moody’s”:
      Moody’s Investors Service, Inc., and its successors.

     

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

     

    “Mortgage
      100K
      Loan”: A Mortgage Loan secured by Pledged Assets in the form of a security
      interest in the Securities Account and the financial assets held therein and
      having a value, as of the date of origination of such Mortgage Loan, of at
      least
      equal to the related Original Pledged Asset Requirement.

     

    “Mortgage
      100K
      Pledge Agreement”: With respect to each Mortgage 100K
      Loan, the Pledge Agreement for Securities Account between the related mortgagor
      and the Pledged Asset Servicer pursuant to which such mortgagor granted a
      security interest in the related securities and other financial assets held
      therein.

     

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

     

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

     

    “Mortgage
      Loan Purchase Agreement”: The mortgage loan purchase agreement, dated as of May
      1, 2007, among the Sellers and the Depositor, regarding the transfer of the
      Mortgage Loans.

     

    “Mortgage
      Loan Schedule”: As of any date, the list of Mortgage Loans identifying the
      Mortgage Loans transferred from the Sellers, and attached hereto as Exhibit
      D.
      The Mortgage Loan Schedule shall set forth the following information with
      respect to each Mortgage Loan:

     

    
      	 	
              (i)

            	 	
              the
                Sellers’ Mortgage Loan identifying number;

            
	 	 	 	 
	 	
              (ii)

            	 	
              [reserved];

            
	 	 	 	 
	 	
              (iii)

            	 	
              the
                zip code of the related Mortgaged Property;

            
	 	 	 	 
	 	
              (iv)

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

            
	 	 	 	 
	 	
              (v)

            	 	
              the
                type of Residential Dwelling constituting the Mortgaged
                Property;

            
	 	 	 	 
	 	
              (vi)

            	 	
              the
                original months to maturity;

            
	 	 	 	 
	 	
              (vii)

            	 	
              the
                original date of the mortgage;

            
	 	 	 	 
	 	
              (viii)

            	 	
              the
                Loan-to-Value Ratio or Effective Loan-to-Value Ratio, as applicable,
                at
                origination;

            
	 	 	 	 
	 	
              (ix)

            	 	
              the
                loan rate;

            
	 	 	 	 
	 	
              (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 as of the Cut-off Date;

            
	 	 	 	 
	 	
              (xiv)

            	 	
              the
                next Due Date on which a Monthly Payment is due;

            
	 	 	 	 
	 	
              (xv)

            	 	
              the
                original principal amount of the Mortgage Loan;

            
	 	 	 	 
	 	
              (xvi)

            	 	
              the
                unpaid principal balance of the Mortgage Loan as of the close of
                business
                on the Cut-off Date;

            
	 	 	 	 
	 	
              (xvii)

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

            
	 	 	 	 
	 	
              (xviii)

            	 	
              a
                code indicating the documentation style (i.e., full, alternative
                or
                reduced);

            
	 	 	 	 
	 	
              (xix)

            	 	
              a
                code indicating if the Mortgage Loan is subject to a Primary Insurance
                Policy;

            
	 	 	 	 
	 	
              (xx)

            	 	
              the
                name of the Qualified Insurer and the certificate number for any
                Primary
                Insurance Policy, if applicable;

            
	 	 	 	 
	 	
              (xxi)

            	 	
              the
                depth of coverage of any Primary Insurance Policy, if
                applicable;

            
	 	 	 	 
	 	
              (xxii)

            	 	
              the
                Value of the Mortgaged Property;

            
	 	 	 	 
	 	
              (xxiii)

            	 	
              the
                sale price of the Mortgaged Property, if applicable;

            
	 	 	 	 
	 	
              (xxiv)

            	 	
              the
                Servicing Fee;

            
	 	 	 	 
	 	
              (xxv)

            	 	
              whether
                the Mortgage Loan is a Buydown Mortgage Loan; and

            
	 	 	 	 
	 	
              (xxvi)

            	 	
              the
                amount of the Original Pledged Asset Requirement, if
                any.

            


    

    


     

    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: (1) the number
      of
      Mortgage Loans; (2) the current principal balance of the Mortgage Loans; (3)
      the
      weighted average Loan Rate of the Mortgage Loans; and (4) the weighted average
      maturity of the Mortgage Loans. The Mortgage Loan Schedule shall be amended
      from
      time to time by the Master Servicer in accordance with the provisions of this
      Agreement. With respect to any Eligible Substitute Mortgage Loan, 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 indebtedness evidencing
      the indebtedness of a Mortgagor under a Mortgage Loan.

     

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

     

    “Mortgaged
      Property”: The underlying property securing a Mortgage Loan, including any REO
      Property, consisting of an Estate in Real Property improved by a Residential
      Dwelling.

     

    “Mortgagor”:
      The obligor on a Mortgage Note.

     

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

     

    “Net
      Mortgage Rate”: With respect to any Mortgage Loan, (x) the Loan Rate minus (y)
      the Servicing Fee Rate and the Trustee Fee Rate.

     

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

     

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

     

    “Notional
      Amount”: With respect to the Class A-2 Certificates and any Distribution Date,
      the Certificate Principal Balance of the Class A-1 Certificates immediately
      prior to that Distribution Date.  For federal income tax purposes, the
      Notional Amount of the Class A-2 Certificates shall be equal to the
      Uncertificated Principal Balance of REMIC I Regular Interest A-1.

     

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

     

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

     

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

     

    “Original
      Certificate Principal Balance”: With respect to each Class of the Certificates
      other than the Class A-2 Certificates, the Certificate Principal Balance thereof
      on the Closing Date, as set forth opposite such Class above in the Preliminary
      Statement.

     

    “Original
      Notional Amount”: With respect to the Class A-2 Certificates,
      $59,128,219.

     

    “Original
      Pledged Asset Requirement’: With respect to any Pledged Asset Loan, an amount
      equal to the Pledged Assets required at the time of the origination of such
      Pledged Asset Loan in order to achieve an Effective Loan-to-Value Ratio for
      such
      Pledged Asset Loan, generally equal to seventy percent (70%); for purposes
      of
      the Required Surety Payment, in no event shall the Original Pledged Asset
      Requirement for a Pledged Asset Loan exceed thirty percent (30%) of its original
      principal balance.

     

    “Original
      Subordinated Principal Balance”: The aggregate of the Certificate Principal
      Balances of the Subordinate Certificates as of the Cut-off Date.

     

    “Other
      Insurance Proceeds”: Proceeds of any title policy, hazard policy or other
      insurance policy covering a Mortgage Loan, other than the Primary Insurance
      Policy, if any, 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 Master Servicer would follow in
      servicing mortgage loans held for its own account.

     

    “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.

     

    “Parent
      Power® Agreement”: With respect to each Parent Power® Mortgage Loan, a Parent
      Power® Guaranty and Security Agreement for Securities Account.

     

    “Parent
      Power® Guaranty and Security Agreement for Securities Account”: With respect to
      a Parent Power® Mortgage Loan, an agreement between the Pledged Asset Servicer
      and a guarantor on behalf of the mortgagor under such Parent Power® Mortgage
      Loan pursuant to which such guarantor guarantees the payment of certain losses
      under such Parent Power® Mortgage Loan and has granted a security interest to
      the Pledged Asset Servicer in certain marketable securities to collateralize
      such guaranty. The required amount of such collateral is at least equal to
      the
      Original Pledged Asset Requirement for such Parent Power® Mortgage
      Loan.

     

    “Parent
      Power® Mortgage Loan”: A Mortgage Loan having at the time of origination a
      Loan-to-Value Ratio generally in excess of the Master Servicer’s maximum
      acceptable Loan-to-Value Ratio for such Mortgage Loan as set forth in the
      Underwriting Guide, which Mortgage Loan is supported by a Parent Power®
Agreement.

     

    “Pass-Through
      Rate”: With respect to the Certificates (other than the Class A-1 Certificates
      and Class A-2 Certificates) and any Distribution Date, a per annum rate equal
      to
      the weighted average of the Net Mortgage Rate on each Mortgage
      Loan.  For federal income tax purposes, the equivalent of the
      foregoing shall be expressed as the weighted average of the Uncertificated
      Pass-Through Rate on each REMIC I Regular Interest, weighted on the basis of
      the
      Uncertificated Principal Balance of each such REMIC I Regular
      Interest.  With respect to the Class A-1 Certificates and any
      Distribution Date, a per annum rate equal to (i) the weighted average of the
      Net
      Mortgage Rate on each Mortgage Loan minus (ii) 0.85%.  For federal
      income tax purposes, however, the Class A-1 Certificates will have a per annum
      rate equal to (i) the Uncertificated Pass-Through Rate on the REMIC I Regular
      Interest A-1 minus (ii) 0.85%.  With respect to any Distribution Date
      and the Class A-2 Certificates, a per annum rate equal to 0.85%.

    


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

     

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

     

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

     

    (i)           obligations
      of or guaranteed as to principal and interest by the United States or any agency
      or instrumentality thereof when such obligations are backed by the full faith
      and credit of the United States;

     

    (ii)           repurchase
      agreements on obligations specified in clause (i) maturing not more than one
      month from the date of acquisition thereof, provided that the unsecured
      obligations of the party agreeing to repurchase such obligations are at the
      time
      rated by the Rating Agency in its highest short-term rating
      available;

     

    (iii)           federal
      funds, certificates of deposit, demand deposits, time deposits and bankers’
acceptances (which shall each have an original maturity of not more than 90
      days
      and, in the case of bankers’ acceptances, shall in no event have an original
      maturity of more than 365 days or a remaining maturity of more than 30 days)
      denominated in United States dollars of any U.S. depository institution or
      trust
      company incorporated under the laws of the United States or any state thereof
      or
      of any domestic branch of a foreign depository institution or trust company;
      provided that the debt obligations of such depository institution or trust
      company (or, if the only Rating Agency is S&P, in the case of the principal
      depository institution in a depository institution holding company, debt
      obligations of the depository institution holding company) at the date of
      acquisition thereof have been rated by the Rating Agency in its highest
      short-term rating available; and provided further that, if the only Rating
      Agency is S&P and if the depository or trust company is a principal
      subsidiary of a bank holding company and the debt obligations of such subsidiary
      are not separately rated, the applicable rating shall be that of the bank
      holding company; and, provided further that, if the original maturity of such
      short-term obligations of a domestic branch of a foreign depository institution
      or trust company shall exceed 30 days, the short-term rating of such institution
      shall be A-1+ in the case of S&P if S&P is the Rating
      Agency;

     

    (iv)           commercial
      paper and demand notes (having original maturities of not more than 365 days)
      of
      any corporation incorporated under the laws of the United States or any state
      thereof which on the date of acquisition has been rated by the Rating Agency
      in
      its highest short-term rating available; provided that such commercial paper
      shall have a remaining maturity of not more than 30 days;

     

    (v)           a
      money market fund or a qualified investment fund rated by the Rating Agency
      in
      its highest long-term rating available; and

     

    (vi)           other
      obligations or securities that are acceptable to the Rating Agency as a
      Permitted Investment hereunder and will not reduce the rating assigned to any
      Class of Certificates by such Rating Agency below the lower of the then-current
      rating or the rating assigned to such Certificates as of the Closing Date by
      such Rating Agency, as evidenced in writing;

     

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

     

    “Permitted
      Transferee”: Any Person other than a Disqualified Organization, an “electing
      large partnership” as defined in Section 775(a) of the Code, or a non-U.S.
      Person.

     

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

     

    “Planned
      Principal Balance”: With respect to the Class A-1 Certificates and each
      Distribution Date, the amount set forth for such Distribution Date on Exhibit
      L
      hereto.

     

    “Pledged
      Assets”: (i) With respect to any Mortgage 100K
      Loan, the Securities Account and the financial assets held therein subject
      to a
      security interest pursuant to the related Mortgage 100K
      Pledge Agreement, or (ii) with respect to any Parent Power® Mortgage Loan, the
      related Parent Power® Agreement and collateral pledged pursuant
      thereto.

     

    “Pledged
      Asset Agreements”: Each Mortgage 100K
      Pledge Agreement, Parent Power® Guaranty and Security Agreement for Securities
      Account and Control Agreement, as applicable, for each Pledged Asset
      Loan.

     

    “Pledged
      Asset Loan”: A Mortgage Loan that is supported by Pledged Assets.

     

    “Pledged
      Asset Servicer”: MLCC.

     

    “Pledged
      Asset Servicing Agreement”: The Additional Collateral Transfer and Servicing
      Agreement, dated as of November 1, 2001, between MLCC and the Master
      Servicer.

     

    “Prepayment
      Distribution Trigger”: With respect to any Distribution Date and any Class of
      Subordinate Certificates (other than the Class B-1 Certificates), a test that
      shall be satisfied if the fraction (expressed as a percentage) equal to the
      sum
      of the Certificate Principal Balances of such Class and each Class of
      Subordinate Certificates with a Lower Priority than such Class immediately
      prior
      to such Distribution Date divided by the aggregate Stated Principal Balance
      of
      all of the Mortgage Loans (or related REO Properties) immediately prior to
      such
      Distribution Date is greater than or equal to the sum of the related initial
      Class B Percentages of such Classes of Subordinate Certificates.

     

    “Prepayment
      Interest Shortfall”: As to any Distribution Date and any Mortgage Loan (other
      than a Mortgage Loan relating to an REO Property) that was the subject of (a)
      a
      Principal Prepayment in Full during the related Prepayment Period, an amount
      equal to the excess of one month’s interest at the Net Mortgage Rate on the
      Stated Principal Balance of such Mortgage Loan over the amount of interest
      (adjusted to the Net Mortgage Rate) paid by the Mortgagor for such Prepayment
      Period to the date of such Principal Prepayment in Full or (b) a Curtailment
      during the prior calendar month, an amount equal to one month’s interest at the
      Net Mortgage Rate on the amount of such Curtailment. The obligations of the
      Master Servicer in respect of any Prepayment Interest Shortfall are set forth
      in
      Section 3.24.

     

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

     

    “Primary
      Insurance Policy”: Each policy of primary guaranty mortgage insurance issued by
      a Qualified Insurer in effect with respect to any Mortgage Loan, or any
      replacement policy therefor obtained by the Master Servicer pursuant to Section
      3.13.

     

    “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
      Prepayment in Full”: Any Principal Prepayment made by a Mortgagor of the entire
      unpaid principal balance of the Mortgage Loan.

     

    “Private
      Certificates”: Any of the Class A-4, Class B-1, Class B-2, Class B-4, Class B-5
      and Class B-6 Certificates.

     

    “Property
      Insurance Proceeds”: Proceeds of any title policy, hazard policy or other
      insurance policy covering a Mortgage Loan, to the extent such proceeds are
      received by the Master Servicer and are not to be applied to the restoration
      of
      the related Mortgaged Property or released to the Mortgagor in accordance with
      the Master Servicer’s servicing procedures, subject to the terms and conditions
      of the related Mortgage Note and Mortgage.

     

    “Purchase
      Price”: With respect to any Mortgage Loan or REO Property to be purchased
      pursuant to or as contemplated by Section 2.03 or 10.01, and as confirmed by
      an
      Officers’ Certificate from the Master Servicer to the Trustee, an amount equal
      to the sum of (i) 100% of the Stated Principal Balance thereof as of the date
      of
      purchase (or such other price as provided in Section 10.01), (ii) in the case
      of
      (x) a Mortgage Loan, accrued interest on such Stated Principal Balance at the
      applicable Loan 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
      Master Servicer, which payment or advance had as of the date of purchase been
      distributed pursuant to Section 4.01, through the end of the calendar month
      in
      which the purchase is to be effected, and (y) an REO Property, the sum of (1)
      accrued interest on such Stated Principal Balance at the applicable Loan 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 Master Servicer through
      the
      end of the calendar month immediately preceding the calendar month in which
      such
      REO Property was acquired, plus (2) REO Imputed Interest for such REO Property
      for each calendar month commencing with the calendar month in which such REO
      Property was acquired and ending with the calendar month in which such purchase
      is to be effected, net of the total of all net rental income, Insurance
      Proceeds, Liquidation Proceeds and Advances that as of the date of purchase
      had
      been distributed as or to cover REO Imputed Interest pursuant to Section 4.07,
      (iii) any unreimbursed Servicing Advances and Advances and any unpaid Servicing
      Fees allocable to such Mortgage Loan or REO Property, (iv) any amounts
      previously withdrawn from the Collection Account in respect of such Mortgage
      Loan or REO Property pursuant to Section 3.23, and (v) in the case of a Mortgage
      Loan required to be purchased pursuant to Section 2.03, expenses reasonably
      incurred or to be incurred by the Master Servicer or the Trustee in respect
      of
      the breach or defect giving rise to the purchase obligation.

     

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

     

    “Rate/Term
      Refinancing”: A Refinanced Mortgage Loan which is not a Cash-Out
      Refinancing.

     

    “Rating
      Agency”: Fitch or its successors. If such agency or its successors are no longer
      in existence, “Rating Agency” shall be such nationally recognized statistical
      rating agency, or other comparable Person, designated by the Depositor, notice
      of which designation shall be given to the Trustee and Master
      Servicer.

     

    “Realized
      Loss”: With respect to a Liquidated Mortgage Loan, the amount by which the
      remaining unpaid principal balance of the Mortgage Loan exceeds the amount
      of
      Liquidation Proceeds applied to the principal balance of the related Mortgage
      Loan. To the extent the Master 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
      reduce the Certificate Principal Balance of any Class of Certificates on any
      Distribution Date.

     

    “Record
      Date”: With respect to all of the Certificates and (i) the first Distribution
      Date, the Closing Date and (ii) any Distribution Date after the first
      Distribution Date, the last Business Day of the month immediately preceding
      the
      month in which the related Distribution Date occurs.

     

    “Refinanced
      Mortgage Loan”: A Mortgage Loan the proceeds of which were used to satisfy an
      existing mortgage loan on the Mortgaged Property.

     

    “Regular
      Certificate”: Any of the Class A Certificates and Class B
      Certificates.

     

    “Related
      Documents”: With respect to any Mortgage Loan, the related Mortgage Notes,
      Mortgages and other related documents.

     

    “Relief
      Act”: The Servicemembers Civil Relief Act.

     

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

     

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

     

    “REMIC
      I”: The segregated pool of assets, with respect to which a REMIC election is
      to
      be made, consisting of: (i) each Mortgage Loan (exclusive of payments of
      principal and interest due on or before the Cut-off Date, if any, received
      by
      the Master Servicer which shall not constitute an asset of the Trust Fund)
      as
      from time to time are subject to this Agreement and all payments under and
      proceeds of such Mortgage Loans (exclusive of any prepayment fees and late
      payment charges received on the Mortgage Loans), together with all documents
      included in the related Mortgage File, subject to Section 2.01; (ii) such funds
      or assets as from time to time are deposited in the Collection Account or the
      Distribution Account and belonging to the Trust Fund; (iii) any REO Property;
      (iv) the Primary Hazard Insurance Policies, if any, the Primary Insurance
      Policies, if any, and all other Insurance Policies with respect to the Mortgage
      Loans; (v) the Depositor’s rights in respect of the Pledged Assets and the
      Limited Purpose Surety Bond, including the assignment of the Depositor’s rights
      under the Pledged Asset Servicing Agreement; and (vi) the Depositor’s interest
      in respect of the representations and warranties made by the Sellers in the
      Mortgage Loan Purchase Agreement as assigned to the Trustee pursuant to Section
      2.04 hereof. The Trust Fund shall not include the Buydown Account.

     

    “REMIC
      I
      Regular Interests”: The uncertificated partial undivided beneficial ownership
      interests in REMIC I, designated as REMIC I Regular Interests A-1, A-3, A-4,
      B-1, B-2, B-3, B-4, B-5, B-6 and R-II, with respect to which a REMIC election
      is
      to be made.

     

    “REMIC
      II”:  The segregated pool of assets consisting of the REMIC I Regular
      Interests conveyed in trust to the Trustee for the benefit of the holders of
      the
      Class A-1, Class A-2, Class A-3, Class A-4, Class B-1, Class B-2, Class B-3,
      Class B-4, Class B-5, Class B-6 and Class R-II Certificates pursuant to Section
      9.01, with respect to which a separate REMIC election is to be made pursuant
      to
      Section 9.01.

     

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

     

    “Remittance
      Report”: A report prepared by the Master Servicer and delivered to the Trustee
      pursuant to Section 4.03.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Required
      Surety Payment”: With respect to any Pledged Asset Loan that becomes a
      Liquidated Mortgage Loan, the lesser of (i) the principal portion of the
      Realized Loss with respect to such Mortgage Loan and (ii) the excess, if any,
      of
      (a) the Original Pledged Asset Requirement with respect to such Mortgage Loan
      over (b) the net proceeds realized by the Pledged Asset Servicer from the
      related Pledged Assets as set forth in Section 3.16.

     

    “Residential
      Dwelling”: Any one of the following: (i) an attached or detached one-family
      dwelling unit, (ii) two- to four-family dwelling unit, (iii) condominium, (iv)
      townhouse, (v) row house, or (vi) individual unit in a planned unit
      development.

     

    “Residual
      Certificate”: Any of 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 Trustee, any officer, including any Vice
      President, Assistant Vice President, Trust Officer, any Assistant Secretary,
      any
      trust officer or any other officer of the Trustee customarily performing
      functions similar to those performed by any of the above designated officers
      and
      in each case having direct responsibility for the administration of this
      Agreement.

     

    “Restricted
      Classes”: With respect to any Class of Certificates, any Classes of Certificates
      with a lower priority of payment relative to such Class.

     

    “S&P”:
      Standard & Poor’s, a division of The McGraw-Hill Companies, Inc., and its
      successors.

     

    “Securities
      Account”: With respect to any Pledged Asset Loans, the account, together with
      the financial assets held therein, that is the subject of the related Mortgage
      100K
      Pledge Agreement.

     

    “Security
      Agreement”: With respect to a Cooperative Loan, the agreement creating a
      security interest in favor of the originator in the related Cooperative
      Assets.

     

    “Seller”:
      Either of (i) PHH Mortgage Corporation, a New Jersey corporation, or any
      successor in interest or (ii) Bishop’s Gate Residential Mortgage Trust, a
      Delaware business trust, or any successor in interest.

     

    “Senior
      Certificates”: The Class A-1, Class A-2, Class A-3, Class A-4 and Class R
      Certificates.

     

    “Senior
      Interest Distribution Amount”: With respect to each Distribution Date, the
      aggregate amount of the Monthly Interest Distributable Amount to be distributed
      to the Holders of the Senior Certificates for such Distribution
      Date.

     

    “Senior
      Percentage”: As of any Distribution Date, the lesser of 100% and a fraction,
      expressed as a percentage, the numerator of which is the aggregate Certificate
      Principal Balance of the Class A Certificates (other than the Class A-2
      Certificates) and Class R Certificates immediately prior to such Distribution
      Date and the denominator of which is the aggregate Stated Principal Balance
      of
      all of the Mortgage Loans or related REO Properties immediately prior to such
      Distribution Date.

     

    “Senior
      Prepayment Percentage”: With respect to any Distribution Date, the percentage
      indicated below:

     

    
      	
              Distribution
                Date

            	
              Senior
                Prepayment Percentage

            
	
              June
                2007 through May 2012

            	
              100%

            
	
              June
                2012 through May 2013

            	
              Senior
                Percentage, plus 70% of the  Subordinate
                Percentage

            
	
              June
                2013 through May 2014

            	
              Senior
                Percentage, plus 60% of the  Subordinate
                Percentage

            
	
              June
                2014 through May 2015

            	
              Senior
                Percentage, plus 40% of the  Subordinate
                Percentage

            
	
              June
                2015 through May 2016

            	
              Senior
                Percentage, plus 20% of the  Subordinate
                Percentage

            
	
              June
                2016 and
                thereafter

            	
              Senior
                Percentage

            


    

    


    provided,
      however, (i) that any scheduled reduction to the Senior Prepayment Percentage
      described above shall not occur as of any Distribution Date unless either
      (a)(1)(x) the outstanding principal balance of Mortgage Loans Delinquent 60
      days
      or more (including Mortgage Loans in foreclosure and REO Property) averaged
      over
      the last six months as a percentage of the aggregate outstanding Certificate
      Principal Balance of the Class B Certificates as of such Distribution Date,
      is
      less than 50%, or (y) the outstanding principal balance of Mortgage Loans
      Delinquent 60 days or more (including Mortgage Loans in foreclosure and REO
      Property) averaged over the last six months, as a percentage of the aggregate
      outstanding principal balance of all Mortgage Loans as of such Distribution
      Date, does not exceed 2% and (2) Realized Losses on the Mortgage Loans to date
      for such Distribution Date if occurring during the sixth, seventh, eighth,
      ninth
      or tenth year (or any year thereafter) after the Closing Date are less than
      30%,
      35%, 40%, 45% or 50%, respectively, of the sum of the Initial Certificate
      Principal Balances of the Class B Certificates or (b) (1) the aggregate
      outstanding principal balance of the Mortgage Loans Delinquent 60 days or more
      (including Mortgage Loans in foreclosure and REO Property) averaged over the
      last six months, as a percentage of the aggregate outstanding principal balance
      of all Mortgage Loans as of such Distribution Date, does not exceed 4% and
      (2)
      Realized Losses on the Mortgage Loans to date for such Distribution Date if
      occurring during the sixth, seventh, eighth, ninth or tenth year (or any year
      thereafter) after the Closing Date are less than 10%, 15%, 20%, 25% or 30%,
      respectively, of the sum of the Initial Certificate Principal Balances of the
      Class B Certificates and (ii) that for any Distribution Date on which
      the  Senior Percentage is greater than the Original  Senior
      Percentage, the  Senior Prepayment Percentage for such Distribution
      Date shall be 100%. Notwithstanding the foregoing, upon the reduction of the
      aggregate Certificate Principal Balance of the Senior Certificates to zero,
      the
      Senior Prepayment Percentage will equal 0%.

     

    “Senior
      Principal Distribution Amount”: As to any Distribution Date, the lesser of (a)
      the balance of the Available Distribution Amount remaining after the
      distribution of all amounts required to be distributed pursuant to Section
      4.01(c)(i) and (b) the sum of the following:

     

    (A)           the
      Senior Percentage for such Distribution Date times the sum of the
      following:

     

    (1)           the
      principal portion of each Monthly Payment due during the related Due Period
      on
      each Outstanding Mortgage Loan whether or not received on or prior to the
      related Determination Date, minus the principal portion of any Debt Service
      Reduction, which together with other Bankruptcy Losses exceeds the Bankruptcy
      Amount;

     

    (2)           the
      Stated Principal Balance of any Mortgage Loan repurchased during the related
      Prepayment Period pursuant to Section 2.02, 2.03, 3.15 or 3.16; and

     

    (3)           the
      principal portion of all other unscheduled collections (including Subsequent
      Recoveries but other than Principal Prepayments in Full and Curtailments and
      amounts received in connection with a Cash Liquidation or REO Disposition of
      a  Mortgage Loan, including without limitation Insurance Proceeds,
      Liquidation Proceeds and REO Proceeds), received during the related Prepayment
      Period to the extent applied by the Master Servicer as recoveries of principal
      of the related Mortgage Loan pursuant to Section 3.16;

     

    (B)           with
      respect to each  Mortgage Loan for which a Cash Liquidation or a REO
      Disposition occurred during the related Prepayment Period and did not result
      in
      any Excess Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses
      or Extraordinary Losses, an amount equal to the lesser of (a)
      the  Senior Percentage for such Distribution Date times the Stated
      Principal Balance of such  Mortgage Loan and (b) the  Senior
      Prepayment Percentage for such Distribution Date times the related unscheduled
      collections (including without limitation Insurance Proceeds, Liquidation
      Proceeds and REO Proceeds) to the extent applied by the Master Servicer as
      recoveries of principal of the related Mortgage Loan pursuant to Section
      3.16;

     

    (C)           the
      Senior Prepayment Percentage for such Distribution Date times the aggregate
      of
      all Principal Prepayments in Full and Curtailments received in the related
      Prepayment Period with respect to the  Mortgage Loans;

     

    (D)           any
      Excess Subordinate Principal Amount for such Distribution Date; and

     

    (E)           any
      amounts described in clauses (A), (B) or (C) of this definition, as determined
      for any previous Distribution Date, which remain unpaid after application of
      amounts previously distributed pursuant to this clause (E) to the extent that
      such amounts are not attributable to Realized Losses which have been allocated
      to the Class B Certificates;

     

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

     

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

     

    “Servicing
      Advances”: The reasonable “out-of-pocket” costs and expenses incurred by the
      Master Servicer in connection with a default, delinquency or other unanticipated
      event by the Master Servicer in the performance of its servicing obligations,
      including, but not limited to, (a) reasonable attorneys’ fees and (b) the cost
      of (i) the preservation, restoration and protection of a Mortgaged Property,
      (ii) any enforcement or judicial proceedings, including foreclosures, in respect
      of a particular Mortgage Loan, including any expenses incurred in relation
      to
      any such proceedings that result from the Mortgage Loan being registered on
      the
      MERS System, (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 3.09, Section 3.13, Section 3.14,
      Section 3.16 and Section 3.23. The Master Servicer shall not be required to
      make
      any Servicing Advance in respect of a Mortgage Loan or REO Property that, in
      the
      good faith business judgment of the Master Servicer, would not be ultimately
      recoverable from related Insurance Proceeds or Liquidation Proceeds on such
      Mortgage Loan or REO Property as provided herein.

     

    “Servicing
      Officer”: Any officer of the Master 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 famished by the Master Servicer
      to the Trustee and the Depositor on the Closing Date, as such list may from
      time
      to time be amended.

     

    “Servicing
      Fee”: With respect to each Mortgage Loan and for any calendar month, an amount
      equal to one month’s interest (or in the event of any payment of interest which
      accompanies a Principal Prepayment in Full made by the Mortgagor during such
      calendar month, interest for the number of days covered by such payment of
      interest) at the applicable Servicing Fee Rate on the same principal amount
      on
      which interest on such Mortgage Loan accrues for such calendar
      month.

     

    “Servicing
      Fee Rate”: With respect to each Mortgage Loan, a rate equal to 0.25% per
      annum.

     

    “Special
      Hazard Amount”: As of any Distribution Date, an amount equal to $
      931,207 minus the sum of (i) the aggregate amount of Special Hazard Losses
      allocated solely to one or more specific Classes of Certificates in accordance
      with Section 4.02 and (ii) the Adjustment Amount (as defined below) as most
      recently calculated. For each anniversary of the Cut-off Date, the Adjustment
      Amount shall be equal to the amount, if any, by which the amount calculated
      in
      accordance with the preceding sentence (without giving effect to the deduction
      of the Adjustment Amount for such anniversary) exceeds the greater of (A) the
      greatest of (i) twice the outstanding principal balance of the Mortgage Loan
      in
      the Trust Fund which has the largest outstanding principal balance on the
      Distribution Date immediately preceding such anniversary, (ii) the product
      of
      1.00% multiplied by the outstanding principal balance of all Mortgage Loans
      on
      the Distribution Date immediately preceding such anniversary and (iii) the
      aggregate outstanding principal balance (as of the immediately preceding
      Distribution Date) of the Mortgage Loans in any single five-digit California
      zip
      code area with the largest amount of Mortgage Loans by aggregate principal
      balance as of such anniversary and (B) the greater of (i) the product of 0.50%
      multiplied by the outstanding principal balance of all Mortgage Loans on the
      Distribution Date immediately preceding such anniversary multiplied by a
      fraction, the numerator of which is equal to the aggregate outstanding principal
      balance (as of the immediately preceding Distribution Date) of all of the
      Mortgage Loans secured by Mortgaged Properties located in the State of
      California divided by the aggregate outstanding principal balance (as of the
      immediately preceding Distribution Date) of all of the Mortgage Loans, expressed
      as a percentage, and the denominator of which is equal to 25.69% (which
      percentage is equal to the percentage of Mortgage Loans initially secured by
      Mortgaged Properties located in the State of California) and (ii) the aggregate
      outstanding principal balance (as of the immediately preceding Distribution
      Date) of the largest Mortgage Loan secured by a Mortgaged Property located
      in
      the State of California.

     

    The
      Special Hazard Amount may be further reduced by the Master Servicer (including
      accelerating the manner in which coverage is reduced) provided that prior to
      any
      such reduction, the Master Servicer shall (i) obtain written confirmation from
      the Rating Agency that such reduction shall not reduce the rating assigned
      to
      any Class of Certificates by such Rating Agency below the lower of the
      then-current rating or the rating assigned to such Certificates as of the
      Closing Date by such Rating Agency and (ii) provide a copy of such written
      confirmation to the Trustee.

     

    “Special
      Hazard Losses”: Realized Losses in respect of Special Hazard Mortgage
      Loans.

     

    “Special
      Hazard Mortgage Loan”: A Liquidated Mortgage Loan as to which the ability to
      recover the full amount due thereunder was substantially unpaired by a hazard
      not insured against under a standard hazard insurance policy.

     

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

     

    “Stated
      Principal Balance”: With respect to any Mortgage Loan and Due Date, the unpaid
      principal balance of such Mortgage Loan as of such Due Date, as specified in
      the
      amortization schedule at the time relating thereto (before any adjustment to
      such amortization schedule by reason of any moratorium or similar waiver or
      grace period), after giving effect to any previous partial prepayments and
      Liquidation Proceeds received and to the payment of principal due on such Due
      Date and irrespective of any delinquency in payment by the related
      Mortgagor.

     

    “Stayed
      Funds”: If the Master Servicer is the subject of a proceeding under the federal
      Bankruptcy Code and the mailing of a remittance by the Master Servicer pursuant
      to this Agreement is prohibited by Section 362 of the federal Bankruptcy Code,
      funds which are in the custody of the Master Servicer, a trustee in bankruptcy
      or a federal bankruptcy court and should have been the subject of such
      remittance absent such prohibition.

     

    “Stepdown
      Percentage”: With respect to any Distribution Date, the percentage indicated
      below:

     

    
      	
              Distribution
                Date

            	
              Stepdown
                Percentage

            
	
              June
                2007 through May 2012

            	
              0%

            
	
              June
                2012 through May 2013

            	
              30%

            
	
              June
                2013 through May 2014

            	
              40%

            
	
              June
                2014 through May 2015

            	
              60%

            
	
              June
                2015 through May 2016

            	
              80%

            
	
              June
                2016 and
                thereafter

            	
              100%

            


    

    


    “Subordinate
      Certificates”: The Class B-1, Class B-2, Class B-3, Class B-4, Class B-5 and
      Class B-6 Certificates.

     

    “Subordinate
      Percentage”: For any Distribution Date, the difference between 100% and the
      Senior Percentage for such date.

     

    “Subordinate
      Prepayment Percentage”: With respect to any Distribution Date and each Class of
      Subordinate Certificates, under the applicable circumstances set forth below,
      the respective percentages set forth below:

     

    (i)           For
      any Distribution Date prior to the Distribution Date in June 2012,
      0%.

     

    (ii)           For
      any Distribution Date for which clause (i) does not apply, and on which any
      Class of Subordinate Certificates are outstanding:

     

    (a)           in
      the case of the Class of Subordinate Certificates then outstanding with the
      Highest Priority and each other Class of Subordinate Certificates for which
      the
      related Prepayment Distribution Trigger has been satisfied, a fraction,
      expressed as a percentage, the numerator of which is the Certificate Principal
      Balance of such Class immediately prior to such date and the denominator of
      which is the sum of the Certificate Principal Balances immediately prior to
      such
      date of (1) the Class of Subordinate Certificates then outstanding with the
      Highest Priority and (2) all other Classes of Subordinate Certificates for
      which
      the respective Prepayment Distribution Triggers have been satisfied;
      and

     

    (b)           in
      the case of each other Class of Subordinate Certificates for which the
      Prepayment Distribution Triggers have not been satisfied, 0%; and

     

    (iii)           Notwithstanding
      the foregoing, if the application of the foregoing percentages on any
      Distribution Date as provided in Section 4.01(c) of this Agreement (determined
      without regard to the proviso to the definition of “Subordinate Principal
      Distribution Amount”) would result in a distribution in respect of principal of
      any Class or Classes of Subordinate Certificates in an amount greater than
      the
      remaining Certificate Principal Balance thereof (any such class, a “Maturing
      Class”), then: (a) the Subordinate Prepayment Percentage of each Maturing Class
      shall be reduced to a level that, when applied as described above, would exactly
      reduce the Certificate Principal Balance of such Class to zero; (b) the
      Subordinate Prepayment Percentage of each other Class of Subordinate
      Certificates (any such Class, a “Non-Maturing Class”) shall be recalculated in
      accordance with the provisions in paragraph (ii) above, as if the Certificate
      Principal Balance of each Maturing Class had been reduced to zero (such
      percentage as recalculated, the “Recalculated Percentage”); (c) the total amount
      of the reductions in the Subordinate Prepayment Percentages of the Maturing
      Class or Classes pursuant to clause (a) of this sentence, expressed as an
      aggregate percentage, shall be allocated among the Non-Maturing Classes in
      proportion to their respective Recalculated Percentages (the portion of such
      aggregate reduction so allocated to any Non-Maturing Class, the “Adjustment
      Percentage”); and (d) for purposes of such Distribution Date, the Subordinate
      Prepayment Percentage of each Non-Maturing Class shall be equal to the sum
      of
      (1) the Subordinate Prepayment Percentage thereof, calculated in accordance
      with
      the provisions in paragraph (ii) above as if the Certificate Principal Balance
      of each Maturing Class had not been reduced to zero, plus (2) the related
      Adjustment Percentage.

     

    “Subordinate
      Principal Distribution Amount”: With respect to any Distribution Date and each
      Class of Class B Certificates, the sum of the following:

     

    (i)           the
      product of (x) the related Class B Percentage for such Class and (y) the
      aggregate of the following amounts:

     

    (1)           the
      principal portion of each Monthly Payment due during the related Due Period
      on
      each Outstanding Mortgage Loan, whether or not received on or prior to the
      related Determination Date minus the principal portion of any Debt Service
      Reduction, which together with other Bankruptcy Losses exceeds the Bankruptcy
      Amount;

     

    (2)           the
      Stated Principal Balance of any Mortgage Loan repurchased during the related
      Prepayment Period pursuant to Section 2.02, 2.03, 3.15 or 3.16; and

     

    (3)           the
      principal portion of all other unscheduled collections (including Subsequent
      Recoveries but other than Principal Prepayments in Full and Curtailments and
      amounts received in connection with a Cash Liquidation or REO Disposition of
      a
      Mortgage Loan, including without limitation Insurance Proceeds, Liquidation
      Proceeds and REO Proceeds) received during the related Prepayment Period to
      the
      extent applied by the Master Servicer as recoveries of principal of the related
      Mortgage Loan pursuant to Section 3.16;

     

    (ii)           such
      Class’s pro rata share, based on the Certificate Principal Balance of each Class
      of Class B Certificates then outstanding, of, with respect to each Mortgage
      Loan, for which a Cash Liquidation or a REO Disposition occurred during the
      related Prepayment Period and did not result in any Excess Special Hazard
      Losses, Excess Fraud Losses, Excess Bankruptcy Losses or Extraordinary Losses,
      an amount equal to the related unscheduled collections (including without
      limitation Insurance Proceeds, Liquidation Proceeds and REO Proceeds) to the
      extent applied by the Master Servicer as recoveries of principal of the related
      Mortgage Loan pursuant to Section 3.16, to the extent such collections are
      not
      otherwise distributed to the Senior Certificates;

     

    (iii)           the
      product of (x) the related Subordinate Prepayment Percentage for such
      Distribution Date and (y) the aggregate of all Principal Prepayments in Full
      and
      Curtailments on the Mortgage Loans received in the related Prepayment Period,
      to
      the extent not payable to the Senior Certificates; and

     

    (iv)           if
      such Class is the Class of Class B Certificates then outstanding with the
      Highest Priority, an amount equal to the Excess Subordinate Principal Amount;
      and

     

    (v)           any
      amounts described in clauses (i), (ii) and (iii) as determined for any previous
      Distribution Date, that remain undistributed to the extent that such amounts
      are
      not attributable to Realized Losses which have been allocated to a Class of
      Subordinate Certificates;

     

    provided,
      however, that such amount shall in no event exceed the outstanding Certificate
      Principal Balance of such Class of Certificates immediately prior to such
      date.

     

    “Subsequent
      Recoveries”: Any amount recovered by the Master Servicer (net of reimbursable
      expenses) with respect to a Liquidated Mortgage Loan with respect to which
      a
      Realized Loss was incurred after the liquidation or disposition of such Mortgage
      Loan.

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Transition
      Cost: Any documented fees, expenses and allocated costs reasonably incurred
      by a
      successor master servicer or the Trustee in connection with a transfer of
      servicing from the Master Servicer to a successor master servicer, including
      without limitation, any costs or expenses associated with the complete transfer
      of all master servicing data and the completion, correction or manipulation
      of
      such master servicing data as may be required by the Trustee to correct any
      errors or insufficiencies in the master servicing data or otherwise to enable
      the Trustee to master service the Mortgage Loans properly and
      effectively.

     

    “Trustee
      Fee”: With respect to each Mortgage Loan and for any calendar month, an amount
      equal to one month’s interest at the applicable Trustee Fee Rate on the same
      principal amount on which interest on such Mortgage Loan accrues for such
      calendar month. Notwithstanding the foregoing, in no event shall the aggregate
      Trustee Fee in a calendar year be less than $7,000.

     

    “Trustee
      Fee Rate”: With respect to any Mortgage Loan, a rate equal to 0.0125% per
      annum.

     

    “Trust
      Fund”: REMIC I, REMIC II and the Buydown Account, if any.

     

    “Uncertificated
      Monthly Interest Distributable Amount”: An amount equal to the interest accrued
      during the related Interest Accrual Period on the Uncertificated Principal
      Balance of each Class of REMIC I Regular Interest at the then-applicable
      Uncertificated Pass-Through Rate. The Uncertificated Monthly Interest
      Distributable Amount on any Class of REMIC I Regular Interest will be reduced
      by
      the amount of (i) Prepayment Interest Shortfalls (to the extent not offset
      by
      the Master Servicer with a payment of Compensating Interest as provided in
      Section 3.24), (ii) the interest portion (adjusted to the Net Mortgage Rate)
      of
      Realized Losses (including Excess Losses) not allocated solely to one or more
      specific Classes of Certificates pursuant to Section 4.02, (iii) the interest
      portion of Advances previously made with respect to a Mortgage Loan or REO
      Property which remained unreimbursed following the Cash Liquidation or REO
      Disposition of such Mortgage Loan or REO Property that were made with respect
      to
      delinquencies that were ultimately determined to be Excess Losses and (iv)
      any
      other interest shortfalls not covered by the subordination provided by the
      Class
      B Certificates, including Relief Act Shortfalls, with all such reductions
      allocated among all of the REMIC I Regular Interests in proportion to their
      respective amounts of Uncertificated Monthly Interest Distributable Amount
      payable on such Distribution Date which would have resulted absent such
      reductions.

     

    “Uncertificated
      Pass-Through Rate”: With respect to each REMIC I Regular Interest and any
      Distribution Date, a per annum rate equal to the weighted average of the Net
      Mortgage Rate on each mortgage loan as of the Due Date in the related Due
      Period, weighted on the basis of the respective Stated Principal Balances of
      such Mortgage Loans as of the day immediately preceding such Distribution Date
      (or, with respect to the initial Distribution Date, at the close of business
      on
      the Cut-off Date).

     

    “Uncertificated
      Principal Balance”: The principal amount of any REMIC I Regular Interest
      outstanding as of any date of determination. The Uncertificated Principal
      Balance of each REMIC I Regular Interest initially shall be equal to the amount
      set forth in the Preliminary Statement with respect to such REMIC I Regular
      Interest, and thereafter shall be reduced by all distributions of principal
      made
      on such REMIC I Regular Interest and shall be further reduced by Realized Losses
      allocated thereto. The Uncertificated Principal Balance of each REMIC I Regular
      Interest shall never be less than zero.

     

    “Underwriting
      Guide”: The underwriting guide of the Master Servicer, as revised from time to
      time.

     

    “Uninsured
      Cause” Any cause of damage to property subject to a Mortgage such that the
      complete restoration of such property is not fully reimbursable by the hazard
      insurance policies.

     

    “United
      States Person” or “U.S. Person”: A citizen or resident of the United States, a
      corporation or partnership (including an entity treated as a corporation or
      partnership for federal income tax purposes) created or organized in, or under
      the laws of, the United States or any state thereof or the District of Columbia
      (except, in the case of a partnership, to the extent provided in regulations),
      provided that, for purposes solely of the 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 United
      States Persons, or an estate whose income is subject to United States federal
      income tax regardless of its source, or a trust if (i) a court within the United
      States is able to exercise primary supervision over the administration of the
      trust and one or more such United States Persons have the authority to control
      all substantial decisions of the trust or (ii) it is a trust which was in
      existence on August 20, 1996, and was treated as a United States person, for
      federal income tax purposes, on the previous day, and elected to continue to
      be
      so treated.

     

    “Value”:
      With respect to any Mortgaged Property, the value thereof as determined by
      an
      independent appraisal (or other collateral assessment, permitted by the
      Underwriting Guide) made at the time of the origination of the related Mortgage
      Loan; except that, with respect to any Mortgage Loan that is a purchase money
      mortgage loan, the lesser of (i) the value thereof as determined by an
      independent appraisal (or other collateral assessment, permitted by the
      Underwriting Guide) made at the time of the origination of such Mortgage Loan,
      if any, and (ii) the sales price of the related Mortgaged Property.

     

    “Voting
      Rights”: The portion of the voting rights of all of the Certificates which is
      allocated to any Certificate. The Voting Rights allocated among Holders of
      such
      Certificates outstanding shall be the fraction, expressed as a percentage,
      the
      numerator of which is the aggregate Certificate Principal Balance of all the
      Certificates of such Class then outstanding and the denominator of which is
      the
      aggregate Certificate Principal Balance of all the Certificates then
      outstanding. 98% of all Voting Rights will be allocated among all holders of
      the
      Certificates (other than the Class R Certificates and Class A-2 Certificates)
      in
      proportion to their then outstanding Certificate Principal Balances. 1.0% of
      all
      Voting Rights will be allocated to the holders of the Class A-2
      Certificates.  0.50% and 0.50% of all Voting Rights will be allocated
      to the holders of the Class R-I Certificates and Class R-II Certificates,
      respectively, in proportion to the Percentage Interests evidenced by their
      respective Certificates; provided, however, that any Certificate registered
      in
      the name of the Master Servicer, the Depositor or the Trustee or any of their
      respective affiliates shall not be included in the calculation of Voting
      Rights.

     

    “Written
      Order to Authenticate”: A written order by which the Depositor directs the
      Trustee to issue the Certificates.

     

    
      	
            	
              Section
                1.02

            	
              Accounting.

            


    

     

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

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    ARTICLE
      II

     

    CONVEYANCE
      OF MORTGAGE LOANS;


    ORIGINAL
      ISSUANCE OF CERTIFICATES

     

    
      	
            	
              Section
                2.01

            	
              Conveyance
                of Mortgage Loans.

            


    

     

    The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee without recourse
      for the benefit of the Certificateholders all the right, title and interest
      of
      the Depositor, including any security interest therein for the benefit of the
      Depositor, in and to the Mortgage Loans identified on the Mortgage Loan
      Schedule, the rights of the Depositor under the Mortgage Loan Purchase Agreement
      (except Section 3.2 thereof), the interest in the Limited Purpose Surety Bond
      transferred to the Trustee pursuant to Section 2.03(e) and all other assets
      included or to be included in the Trust Fund. Such assignment includes all
      interest and principal received by the Depositor or the Master Servicer on
      or
      with respect to the Mortgage Loans (but excluding any payments of principal
      and
      interest due on or prior to the Cut-off Date). The Depositor herewith delivers
      to the Trustee an executed copy of the Mortgage Loan Purchase
      Agreement.

     

    The
      parties hereto agree that it is not intended that any mortgage loan be included
      in the Trust that is (i) a “High-Cost Home Loan” as defined in the New Jersey
      Home Ownership Act effective November 27, 2003, (ii) a “High-Cost Home Loan” as
      defined in the New Mexico Home Loan Protection Act effective January 1, 2004,
      (iii) a “High Cost Home Mortgage Loan” as defined in the Massachusetts Predatory
      Home Practices Act effective November 7, 2004 or (iv) a “High-Cost Home Loan” as
      defined in the Indiana High Cost Home Loan Law effective January 1,
      2005.

     

    In
      connection with the transactions contemplated by this Agreement, PHH Mortgage
      Corporation and the Trustee shall enter into an Assignment, Assumption and
      Recognition Agreement with MLCC, in the form of Exhibit K hereto, pursuant
      to
      which PHH Mortgage Corporation shall assign to the Trustee, for the benefit
      of
      the Certificateholders, all of its right, title and interest in and to the
      Pledged Asset Servicing Agreement with respect to the Pledged Asset Loans,
      and
      the Trustee shall assume all of PHH Mortgage Corporation’s obligations under the
      Pledged Asset Servicing Agreement with respect to the Pledged Asset Loans from
      and after the date hereof.

     

    In
      connection with the transfer and assignment described herein, the Master
      Servicer on behalf of the Depositor, shall deliver to, and deposit with, the
      Trustee, the following documents or instruments:

     

    (A)           with
      respect to each Mortgage Loan, other than a Cooperative Loan:

     

    (i)           the
      original Mortgage Note endorsed “Pay to the order of Citibank, N.A., as Trustee
      for the registered holders of the PHHMC Mortgage Pass-Through Certificates,
      Series 2007-3, without recourse”, or endorsed “Pay to the order
      of_____________________ without recourse,” and signed in the name of the last
      named endorsee by an authorized officer, together with all prior and intervening
      endorsements showing a complete chain of endorsement from the originator to
      the
      Person so endorsing to the last endorsee;

     

    (ii)           the
      original Mortgage, noting the presence of the MIN of the Mortgage Loan and
      language indicating that the Mortgage Loan is a MOM Loan if the Mortgage Loan
      is
      a MOM Loan,  with evidence of recording thereon which have been
      recorded, with evidence of recording thereon or a copy of the Mortgage certified
      by the public recording office in which such Mortgage has been
      recorded;

     

    (iii)           Unless
      the Mortgage Loan is registered on the MERS® System, an original Assignment of
      the Mortgage (A) executed in the following form “Citibank, N.A., as Trustee for
      the registered holders of the PHHMC Mortgage Pass-Through Certificates, Series
      2007-3”, or (B) in blank, which assignment appears to be in form and substance
      acceptable for recording;

     

    (iv)           the
      original recorded Assignment or Assignments of the Mortgage showing a complete
      chain of assignment from the originator to the Person assigning the Mortgage
      to
      the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS® System
      and noting the presence of a MIN) as contemplated by the immediately preceding
      clause (iii), if applicable and only to the extent available to the Depositor
      with evidence of recording thereon;

     

    (v)           the
      originals of all assumption, modification, consolidation or extension
      agreements, with evidence of recording thereon, if any;

     

    (vi)           a
      copy of any guarantee (other than Pledged Assets) executed in connection with
      the Mortgage Note;

     

    (vii)           the
      original of any security agreement, chattel mortgage or equivalent document
      executed in connection with the Mortgage;

     

    (viii)                      the
      original power of attorney, if applicable; and

     

    (ix)           if
      such Mortgage Loan is a Buydown Mortgage Loan (as shown in the Mortgage Loan
      Schedule), the original Buydown Agreement or a copy thereof; and

     

    (B)           in
      addition, with respect to each Mortgage Loan that is a Pledged Asset Loan (as
      indicated on the Mortgage Loan Schedule):

     

    (i)           a
      copy of the related Mortgage 100K
      Pledge Agreement or Parent Power Agreement, as applicable; and

     

    (ii)           a
      copy of the related UCC-1, to the extent that MLCC was required to deliver
      such
      UCC-1 to the Master Servicer, and an original form UCC-3, if applicable, to
      the
      extent that MLCC was required to deliver such UCC-3 to the Master Servicer;
      or

     

    (C)           with
      respect to each Mortgage Loan that is a Cooperative Loan (as indicated on the
      Mortgage Loan Schedule):

     

    (i)           the
      original Mortgage Note endorsed “Pay to the order of Citibank, N.A., as Trustee
      for the registered holders of the PHHMC Mortgage Pass-Through Certificates,
      Series 2007-3, without recourse”, or endorsed “Pay to the order of
      _____________________ without recourse,” and signed in the name of the last
      named endorsee by an authorized officer, together with all prior and intervening
      endorsements showing a complete chain of endorsement from the originator to
      the
      Person so endorsing to the last endorsee;

     

    (ii)           the
      original duly executed assignment of Security Agreement to the
      Trustee;

     

    (iii)           the
      acknowledgment copy of the original executed Form UCC-1 (or certified copy
      thereof) with respect to the Security Agreement, and any required continuation
      statements;

     

    (iv)           the
      acknowledgment copy of the original executed Form UCC-3 with respect to the
      security agreement, indicating the Trustee as the assignee of the secured
      party;

     

    (v)           the
      stock certificate representing the Cooperative Assets allocated to the
      cooperative unit, with a stock power in blank attached;

     

    (vi)           the
      original collateral assignment of the proprietary lease by Mortgagor to the
      originator;

     

    (vii)           a
      copy of the recognition agreement;

     

    (viii)                      if
      applicable and to the extent available, the original intervening assignments,
      including warehousing assignments, if any, showing, to the extent available,
      an
      unbroken chain of the related Mortgage Loan to the Trustee, together with a
      copy
      of the related Form UCC-3 with evidence of filing thereon; and

     

    (ix)           the
      originals of each assumption, modification or substitution agreement, if any,
      relating to the Mortgage Loan;

     

    provided,
      however, that in lieu of the foregoing, the Depositor may deliver the following
      documents, under the circumstances set forth below: (x) in lieu of the original
      Mortgage, assignments to the Trustee or intervening assignments thereof which
      have been delivered, are being delivered or will, upon receipt of recording
      information relating to the Mortgage required to be included thereon, be
      delivered to recording offices for recording and have not been returned to
      the
      Depositor within 270 days of the Closing Date, the Depositor may deliver a
      true
      copy thereof with an Officer’s Certificate certifying that such Mortgage,
      assignment to the Trustee or intervening assignment has been delivered to the
      appropriate recording office for recording; and (y) in lieu of the Mortgage,
      assignment to the Trustee or intervening assignments thereof, if the applicable
      jurisdiction retains the originals of such documents (as evidenced by a
      certification from the Depositor or the Master Servicer, 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 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 a certification to such effect
      and shall deposit all amounts paid in respect of such Mortgage Loans in the
      Distribution Account on the Closing Date. The Depositor shall deliver such
      original documents (including any original documents as to which certified
      copies had previously been delivered) to the Trustee promptly after they are
      received.

     

    The
      Depositor may, in lieu of delivering the original of the documents set forth
      in
      Section 2.01(A), (B) and (C) (other than Section 2.01(A)(i) and Section
      2.01(C)(i)) (or copies thereof as permitted by this Section 2.01) to the
      Trustee, deliver such documents to the Master Servicer, and the Master Servicer
      shall hold such documents in trust for the use and benefit of all present and
      future Certificateholders until such time as is set forth in the next sentence.
      Within 60 days following the earlier of (i) the receipt of the original of
      all
      of the documents or instruments set forth in Section 2.01(A), (B) and (C) (other
      than Section 2.01(A)(i) and Section 2.01(C)(i)) (or copies thereof as permitted
      by such Section) for any Mortgage Loan and (ii) a written request by the Trustee
      to deliver those documents with respect to any or all of the Mortgage Loans
      then
      being held by the Master Servicer, the Master Servicer shall deliver a complete
      set of such documents to the Trustee.

     

    The
      Depositor shall, at its expense, cause the Assignment of the Mortgage to the
      Trustee to be recorded not later than 270 days after the Closing Date, unless
      (a) such recordation is not required by the Rating Agency or an Opinion of
      Counsel has been provided as set forth below in this Section 2.01 or (b) MERS
      is
      identified on the Mortgage or on a properly recorded assignment of the Mortgage
      as the mortgagee of record. With respect to the Cooperative Loans, the Depositor
      will, promptly after the Closing Date, cause the related financing statements
      (if not yet filed) and an assignment thereof from the Depositor to the Trustee
      to be filed in the appropriate offices. The Depositor need not cause to be
      recorded any assignment in any jurisdiction under the laws of which, as
      evidenced by an Opinion of Counsel delivered by the Depositor to the Trustee
      and
      the Rating Agency, the recordation of such assignment is not necessary to
      protect the Trustee’s interest in the related Mortgage Loan; provided, however,
      notwithstanding the delivery of any Opinion of Counsel, each assignment shall
      be
      submitted for recording by the Depositor in the manner described above, at
      no
      expense to the Trust Fund or the Trustee, upon the earliest to occur of: (i)
      reasonable direction by the Holders of Certificates evidencing Fractional
      Undivided Interests aggregating not less than 25% of the Trust Fund, (ii) the
      occurrence of a Master Servicer Event of Termination, (iii) the occurrence
      of a
      bankruptcy, insolvency or foreclosure relating to the Depositor, (iv) the
      occurrence of a servicing transfer as described in Section 7.02 hereof and
      (v)
      with respect to any one assignment, the occurrence of a bankruptcy, insolvency
      or foreclosure relating to the Mortgagor under the related Mortgage.
      Notwithstanding the foregoing, if the Depositor fails to pay the cost of
      recording the assignments, such expense will be paid by the Trustee and the
      Trustee shall be reimbursed for such expenses by the Trust Fund in accordance
      with Section 8.05.

     

    In
      connection with the assignment of any Mortgage Loan registered on the MERS®
System, the Depositor further agrees that it will cause, at the Depositor’s own
      expense, within 30 Business Days after the Closing Date, the MERS® System to
      indicate that such Mortgage Loans have been assigned by the Depositor to the
      Trustee in accordance with this Agreement for the benefit of the
      Certificateholders by including (or deleting, in the case of Mortgage Loans
      which are repurchased in accordance with this Agreement) in such computer files
      (a) the code in the field which identifies the specific Trustee and (b) the
      code
      in the field “Pool Field” which  identifies the series of the
      Certificates issued in connection with such Mortgage Loans. The
      Depositor  further agrees that it will not, and will not permit the
      Master Servicer to, and the Master Servicer agrees that it will not, alter
      the
      codes referenced in this paragraph with respect to any Mortgage Loan during
      the
      term of this Agreement unless and until such Mortgage Loan is repurchased in
      accordance with the terms of this Agreement.

     

    If
      any
      original Mortgage Note referred to in Section 2.01(A)(i) or 2.01(C)(i) above
      cannot be located, the obligations of the Depositor to deliver such documents
      shall be deemed to be satisfied upon delivery to the Trustee of a photocopy
      of
      such Mortgage Note, if available, with a Lost Note Affidavit. If any of the
      original Mortgage Notes for which a Lost Note Affidavit was delivered to the
      Trustee is subsequently located, such original Mortgage Note shall be delivered
      to the Trustee within three Business Days.

     

    
      	
            	
              Section
                2.02

            	
              Acceptance
                of Trust Fund by the Trustee.

            


    

     

    Subject
      to the provisions of Section 2.01 and subject to any exceptions noted on the
      exception report described in the next paragraph below, the Trustee acknowledges
      receipt of the documents referred to in Section 2.01 above and declares that
      it
      holds and will hold such documents and the other documents delivered to it
      constituting the Mortgage File, and that it holds or will hold all such assets
      and such other assets included in the definition of the “Trust Fund” and the
      rights of the Sellers with respect to any Pledged Assets and the Limited Purpose
      Surety Bond assigned to the Trustee pursuant to Section 2.03(e) in trust for
      the
      exclusive use and benefit of all present and future
      Certificateholders.

     

    The
      Trustee agrees, for the benefit of the Certificateholders, to review each
      Mortgage File on or before the Closing Date and to certify on the Closing Date
      in substantially the form attached hereto as Exhibit I-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 required to be delivered
      to it
      pursuant to this Agreement are in its possession, provided that with respect
      to
      the documents described in Section 2.01(A)(v), (vi) and (vii) and 2.01(C)(ix)
      to
      the extent the Trustee has actual knowledge that such documents exist, (ii)
      such
      documents have been reviewed by it and are not torn, mutilated, defaced or
      otherwise altered (except if initialed by the obligor) and relate to such
      Mortgage Loan, (iii) based on its examination and only as to the foregoing,
      the
      information set forth in the Mortgage Loan Schedule that corresponds to items
      (i) through (iii) (except the ZIP Code), (ix) and (xv) of the definition of
      “Mortgage Loan Schedule” accurately reflects information set forth in the
      Mortgage File. Notwithstanding anything to the contrary in this Agreement,
      it is
      herein acknowledged that, in conducting such review, the Trustee is under no
      duty or obligation to inspect, review or examine any such documents,
      instruments, certificates or other papers to determine whether they are genuine,
      enforceable, or appropriate for the represented purpose or whether they have
      actually been recorded or that they are other than what they purport to be
      on
      their face, or to determine whether any Person executing any documents is
      authorized to do so or whether any signature is genuine.

     

    The
      Trustee agrees, for the benefit of the Certificateholders, to review each
      Mortgage File within 60 days following the Closing Date and to certify in
      substantially the form attached hereto as Exhibit I-2 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(A)(v)) required to be delivered to it pursuant to this Agreement
      are in its possession, provided that with respect to the documents described
      in
      Section 2.01(A)(v), (vi) and (vii) and 2.01(C)(ix) to the extent the Trustee
      has
      actual knowledge that such documents exist, (ii) such documents have been
      reviewed by it and are not torn, mutilated, defaced or otherwise altered (except
      if initialed by the obligor) and appear regular on their face and relate to
      such
      Mortgage Loan, (iii) based on its examination and only as to the foregoing,
      the
      information set forth in the Mortgage Loan Schedule that corresponds to items
      (i) through (iii)(except the ZIP code), (ix) and (xv) 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 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, or appropriate for the represented purpose or
      whether they have actually been recorded or that they are other than what they
      purport to be on their face, or to determine whether any Person executing any
      documents is authorized to do so or whether any signature is
      genuine.

     

    Prior
      to
      the first anniversary date of this Agreement the Trustee shall deliver to the
      Depositor and the Master Servicer a final certification in the form annexed
      hereto as Exhibit I-2 evidencing the completeness of the Mortgage Files, with
      any applicable exceptions noted thereon, except with respect to the documents
      described in Section 2.01(A)(v), (vi) and (vii) and 2.01(C)(ix), to the extent
      the Trustee has actual knowledge that such documents exist.

     

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

     

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

     

    
      	
            	
              Section
                2.03

            	
              Repurchase
                or Substitution of Mortgage Loans by the Sellers- Assignment of Interest
                in Pledged Assets.

            


    

     

    (a)           Upon
      discovery or receipt of notice of any materially defective document in, or
      that
      a document is missing from, a Mortgage File or of the breach by a Seller of
      any
      representation, warranty or covenant under the Mortgage Loan Purchase Agreement
      in respect of any Mortgage Loan which materially adversely affects the value
      of
      such Mortgage Loan or the interest therein of the Certificateholders, by the
      Trustee, the Master Servicer or the Depositor shall promptly notify such Seller
      and the Trustee, the Master Servicer and the Depositor of such defect, missing
      document or breach and request that such Seller deliver such missing document
      or
      cure such defect or breach within 90 days from the date such Seller was notified
      of such missing document, defect or breach, and if such Seller does not deliver
      such missing document or cure such defect or breach in all material respects
      during such period, the Master Servicer (or, in accordance with Section 3.02(b),
      the Trustee) shall enforce the obligations of such Seller under the Mortgage
      Loan Purchase Agreement to repurchase such Mortgage Loan from the Trust Fund
      at
      the Purchase Price within 90 days after the date on which such Seller was
      notified (subject to Section 2.03(d)) of such missing document, defect or
      breach, if and to the extent that such Seller is obligated to do so under the
      Mortgage Loan Purchase Agreement. If such defect or breach can ultimately be
      cured but is not reasonably expected to be cured within the 90-day period,
      then
      the applicable Seller shall have such additional time, if any, as is reasonable,
      to cure such defect or breach, provided that the applicable Seller has commenced
      curing or correcting such defect or breach and is diligently pursuing same.
      The
      Purchase Price for the repurchased Mortgage Loan shall be deposited in the
      Collection Account, within three Business Days of expiration of the applicable
      time period referred to above, and the Trustee, upon receipt of written
      certification from the Master Servicer of such deposit, shall release to the
      applicable Seller the related Mortgage File and shall execute and deliver such
      instruments of transfer or assignment, in each case without recourse, as such
      Seller shall furnish to it and as shall be necessary to vest in such Seller
      any
      Mortgage Loan released pursuant hereto, and the Trustee shall have no further
      responsibility with regard to such Mortgage File. In lieu of repurchasing any
      such Mortgage Loan as provided above, if so provided in the related Mortgage
      Loan Purchase Agreement, a Seller may cause such Mortgage Loan to be removed
      from the Trust Fund (in which case it shall become a Defective Mortgage Loan)
      and substitute one or more Eligible Substitute Mortgage Loans in the manner
      and
      subject to the limitations set forth in Section 2.03(d). If the breach of
      representation and warranty that gave rise to the obligation to repurchase
      or
      substitute a Mortgage Loan pursuant to Section 3.2 of the Mortgage Loan Purchase
      Agreement was the representation and warranty set forth in clause (xlvi) of
      Section 3.1 thereof, then the Master Servicer shall request that PHH Mortgage
      pay to the Trust Fund, concurrently with and in addition to the remedies
      provided in the preceding four sentences, an amount equal to any liability,
      penalty or expense that was actually incurred and paid out of or on behalf
      of
      the Trust Fund, and that directly resulted from such breach, or if incurred
      and
      paid by the Trust Fund thereafter, concurrently with such payment. In
      furtherance of the foregoing, if the Seller that repurchases the Mortgage Loan
      is not a member of MERS and the Mortgage is registered on the MERS® System, the
      Master Servicer, at its own expense and without any right of reimbursement,
      shall cause MERS to execute and deliver an assignment of the Mortgage in
      recordable form to transfer the Mortgage from MERS to such Seller and shall
      cause such Mortgage to be removed from registration on the MERS® System in
      accordance with MERS’ rules and regulations. It is understood and agreed that
      the obligation of a 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 Depositor, the Master Servicer or the Trustee on behalf
      of the Certificateholders.

     

    (b)           Within
      90 days of the earlier of discovery by the Master Servicer or receipt of notice
      by the Master Servicer of the breach of any representation, warranty or covenant
      of the Master Servicer set forth in Section 2.04 which materially and adversely
      affects the interests of the Certificateholders in any Mortgage Loan, the Master
      Servicer shall cure such breach in all material respects.

     

    (c)           Any
      substitution of Eligible Substitute Mortgage Loans for Defective Mortgage Loans
      made pursuant to Section 2.03(a), in the case of a Seller, must be effected
      prior to the date which is two years after the Closing Date.

     

    As
      to any
      Defective Mortgage Loan for which a Seller substitutes a Eligible Substitute
      Mortgage Loan or Loans, such substitution shall be effected by such Seller
      delivering to the Trustee, for such Eligible 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 Officers’ Certificate providing that
      each such Eligible Substitute Mortgage Loan satisfies the definition thereof
      and
      specifying the Substitution Shortfall Amount (as described below), if any,
      in
      connection with such substitution. The Trustee shall acknowledge receipt of
      the
      original Mortgage Note for such Eligible Substitute Mortgage Loan or Loans
      and,
      within ten Business Days thereafter, review such documents in the manner
      specified in Section 2.02 and deliver to the Depositor and the Master Servicer,
      with respect to such Eligible Substitute Mortgage Loan or Loans, a certification
      substantially in the form attached hereto as Exhibit I-1, with any applicable
      exceptions noted thereon. Within one year of the date of substitution, the
      Trustee shall deliver to the Depositor and the Master Servicer a certification
      substantially in the form of Exhibit I-2 hereto with respect to such Eligible
      Substitute Mortgage Loan or Loans, with any applicable exceptions noted thereon.
      Monthly Payments due with respect to Eligible Substitute Mortgage Loans in
      the
      month of substitution are not part of the Trust Fund and will be retained by
      the
      related Seller. For the month of substitution, distributions to
      Certificateholders will reflect the Monthly Payment due on such Defective
      Mortgage Loan on or before the Due Date in the month of substitution, and the
      related Seller shall thereafter be entitled to retain all amounts subsequently
      received in respect of such Defective 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 Defective Mortgage Loan from the terms of this Agreement
      and
      the substitution of the Eligible Substitute Mortgage Loan or Loans and shall
      deliver a copy of such amended Mortgage Loan Schedule to the Trustee. Upon
      such
      substitution, such Eligible 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, in the case of a substitution effected by a Seller, the
      Mortgage Loan Purchase Agreement, including, in the case of a substitution
      effected by a Seller, all applicable representations and warranties thereof
      included in the Mortgage Loan Purchase Agreement in each case as of the date
      of
      substitution.

     

    For
      any
      month in which a Seller substitutes one or more Eligible Substitute Mortgage
      Loans for one or more Defective Mortgage Loans, the Master Servicer will
      determine the amount (the “Substitution Shortfall Amount”), if any, by which the
      aggregate principal balance of all such Eligible Substitute Mortgage Loans
      as of
      the date of substitution is less than the aggregate Stated Principal Balance
      of
      all such Defective Mortgage Loans (in each case after application of the
      principal portion of the Monthly Payments due in the month of substitution
      that
      are to be distributed to the Certificateholders in the month of substitution).
      On the date of such substitution, the applicable Seller will deliver or cause
      to
      be delivered to the Master Servicer for deposit in the Collection Account an
      amount equal to the Substitution Shortfall Amount, if any, and the Trustee,
      upon
      receipt of the related Eligible Substitute Mortgage Loan or Loans and
      certification by the Master Servicer of such deposit, shall release to the
      applicable Seller the related Mortgage File or Files and shall execute and
      deliver such instruments of transfer or assignment, in each case without
      recourse, as such Seller shall deliver to it and as shall be necessary to vest
      therein any Defective Mortgage Loan released pursuant hereto.

     

    In
      addition, the applicable Seller 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 the Trust Fund, 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 REMIC to fail to qualify as a REMIC
      at any time that any Certificate is outstanding.

     

    (d)           Upon
      discovery by the Depositor, a Seller, the Master 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 related Seller shall repurchase or, subject to the
      limitations set forth in Section 2.03(c), substitute one or more Eligible
      Substitute Mortgage Loans for the affected Mortgage Loan within 60 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 the related
      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 related Seller under the Mortgage Loan Purchase
      Agreement. Any such repurchase or substitution shall be made in the same manner
      as set forth in Sections 2.03(a), if made by the related Seller. The Trustee
      shall reconvey to the related Seller the Mortgage Loan to be released pursuant
      hereto in the same manner, and on the same terms and conditions, as it would
      a
      Mortgage Loan repurchased for breach of a representation or
      warranty.

     

    (e)           The
      Depositor hereby assigns to the Trustee its security interest in and to any
      Pledged Assets, its right to receive amounts due or to become due in respect
      of
      any Pledged Assets, all of its rights in each Pledged Asset Agreement, and
      its
      rights as beneficiary under the Limited Purpose Surety Bond in respect of any
      Pledged Asset Loans. With respect to any Pledged Asset Loan, the Pledged Asset
      Servicer shall cause to be filed in the appropriate recording office a Form
      UCC-3 giving notice of the assignment of the related security interest to the
      Trust Fund and shall thereafter cause the timely filing of all necessary
      continuation statements with regard to such financing statements.

     

    
      	
            	
              Section
                2.04

            	
              Representations,
                Warranties and Covenants of the Master
                Servicer.

            


    

     

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

     

    (i)           The
      Master Servicer is a corporation duly organized, validly existing and in good
      standing under the laws of the State of New Jersey and is duly authorized and
      qualified to transact any and all business contemplated by this Agreement to
      be
      conducted by the Master Servicer 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 the terms
      of
      this Agreement;

     

    (ii)           The
      Master Servicer 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 the part of the Master Servicer
      the execution, delivery and performance of this Agreement; and this Agreement,
      assuming the due authorization, execution and delivery thereof by the Depositor
      and the Trustee, constitutes a legal, valid and binding obligation of the Master
      Servicer, enforceable against the Master Servicer in accordance with its terms,
      except to the extent that (a) the enforceability thereof 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 the 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 by the Master Servicer, the servicing
      of the Mortgage Loans by the Master Servicer hereunder, the consummation 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
      the charter or 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 is an approved seller/servicer for Fannie Mae or Freddie Mac
      in
      good standing and is a HUD approved mortgagee pursuant to Section 203 of the
      National Housing Act;

     

    (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 service the Mortgage Loans or to perform
      any of its other obligations hereunder in accordance with the terms
      hereof;

     

    (vi)           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 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

     

    (vii)           The
      Master Servicer is a member of MERS in good standing, and will comply in all
      material respects with the rules and procedures of MERS in connection with
      the
      servicing of the Mortgage Loans that are registered with MERS.

     

    It
      is
      understood and agreed that the representations, warranties and covenants set
      forth in this Section 2.04 shall survive delivery of the Mortgage Files to
      the
      Trustee and shall inure to the benefit of the Trustee, the Depositor and the
      Certificateholders. Upon discovery by any of the Depositor, 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
      7.01,
      the obligation of the Master Servicer set forth in Section 2.03(c) to cure
      breaches shall constitute the sole remedies against the Master Servicer
      available to the Certificateholders, the Depositor or the Trustee on behalf
      of
      the Certificateholders respecting a breach of the representations, warranties
      and covenants contained in this Section 2.04.

     

    
      	
            	
              Section
                2.05

            	
              Representations
                and Warranties of the
                Depositor.

            


    

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      	
            	
              Section
                2.06

            	
              Purpose
                and Powers of the Trust.

            


    

     

    The
      purpose of the common law trust, as created hereunder, is to engage in the
      following activities:

     

    (i)           acquire
      and hold the Mortgage Loans and the other assets of the Trust Fund and the
      proceeds therefrom;

     

    (ii)           to
      issue the Certificates to or at the direction of the Depositor in exchange
      for
      the Mortgage Loans;

     

    (iii)           to
      make payments on the Certificates;

     

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

     

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

     

    The
      trust
      is hereby authorized to engage in the foregoing activities. The Trustee shall
      not cause the trust to engage in any activity other than in connection with
      the
      foregoing or other than as required or authorized by the terms of this Agreement
      while any Certificate is outstanding.

     

    
      	
            	
              Section
                2.07

            	
              Issuance
                of Certificates.

            


    

     

    (a)           The
      Trustee acknowledges the assignment to it on behalf of the Trust Fund of the
      Mortgage Loans and the other assets comprising the Trust Fund and, concurrently
      therewith, has signed, and authenticated and delivered to the Depositor, in
      exchange therefor, Certificates in such authorized denominations representing
      such Percentage Interests as the Depositor has requested. The Trustee agrees
      that it will hold the Mortgage Loans and such other assets as may from time
      to
      time be delivered to it segregated on the books of the Trustee in trust for
      the
      benefit of the Certificateholders.

     

    (b)           The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the assets
      of REMIC I for the benefit of the holders of the REMIC I Regular Interests.
      The
      Trustee acknowledges receipt of the assets of REMIC I and declares that it
      holds
      and will hold the same in trust for the exclusive use and benefit of the holders
      of the REMIC I Regular Interests.

     

    (c)           The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the REMIC
      I Regular Interests and the other assets of REMIC II for the benefit of the
      Certificateholders. The Trustee acknowledges receipt of the REMIC I Regular
      Interests (which are uncertificated) and the other assets of REMIC II and
      declares that it holds and will hold the same in trust for the exclusive use
      and
      benefit of the Certificateholders.

     

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    ARTICLE
      III

     

    ADMINISTRATION
      AND SERVICING OF THE TRUST FUND

     

    
      	
            	
              Section
                3.01

            	
              Master
                Servicer to Act as Master
                Servicer.

            


    

     

    The
      Master Servicer shall service and administer the Mortgage Loans on behalf of
      the
      Trustee and in the best interests of and for the benefit of the
      Certificateholders (as determined by the Master 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, giving due consideration to customary and usual standards of practice
      of prudent mortgage lenders and loan servicers administering similar mortgage
      loans but without regard to:

     

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

     

    (ii)           the
      ownership of any Certificate by the Master Servicer or any Affiliate of the
      Master Servicer;

     

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

     

    (iv)           the
      Master 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 Master Servicer shall also seek to
      maximize the timely and complete recovery of principal and interest on the
      Mortgage Notes. Subject only to the above-described servicing standards and
      the
      terms of this Agreement and of the respective Mortgage Loans, the Master
      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
      Master Servicer in its own name or in the name of a Sub-Servicer is hereby
      authorized and empowered by the Trustee when the Master Servicer believes it
      appropriate in its best judgment in accordance with the servicing standards
      set
      forth above, to execute and deliver, on behalf of the Certificateholders and
      the
      Trustee, and upon notice to the Trustee, any and all instruments of satisfaction
      or cancellation, or of partial or full release or discharge, and all other
      comparable instruments, with respect to the Mortgage Loans and the Mortgaged
      Properties and to institute foreclosure proceedings or obtain a deed-in-lieu
      of
      foreclosure so as to convert the ownership of such properties, and to hold
      or
      cause to be held title to such properties, on behalf of the Trustee and
      Certificateholders. The Master 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 Master Servicer shall also comply in the performance of this Agreement
      with
      all reasonable rules and requirements of each insurer under each Primary
      Insurance Policy and any standard hazard insurance policy. Subject to Section
      3.17, the Trustee shall execute, at the written request of the Master Servicer,
      and furnish to the Master Servicer and any Sub-Servicer such documents as are
      necessary or appropriate to enable the Master Servicer or any Sub-Servicer
      to
      carry out their servicing and administrative duties hereunder, and the Trustee
      hereby grants to the Master Servicer a power of attorney to carry out such
      duties. The Trustee shall not be liable for the actions of the Master Servicer
      or any Sub-Servicers under such powers of attorney.

     

    In
      accordance with the standards of the preceding paragraph, the Master 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 Master
      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
      Master Servicer further is authorized and empowered by the Trustee, on behalf
      of
      the Certificateholders and the Trustee, in its own name or in the name of the
      Sub-Servicer, when the Master Servicer or the Sub-Servicer, as the case may
      be,
      believes it is appropriate in its best judgment to register any Mortgage Loan
      on
      the MERS® System, or cause the removal from the registration of any Mortgage
      Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and
      the Certificateholders or any of them, any and all instruments of assignment
      and
      other comparable instruments with respect to such assignment or re-recording
      of
      a Mortgage in the name of MERS, solely as nominee for the Trustee and its
      successors and assigns. Any expenses incurred in connection with the actions
      described in the preceding sentence shall be borne by the Master Servicer in
      accordance with Section 3.18, with no right of reimbursement; provided, that
      if,
      as a result of MERS discontinuing or becoming unable to continue operations
      in
      connection with the MERS System, it becomes necessary to remove any Mortgage
      Loan from registration on the MERS System and to arrange for the assignment
      of
      the related Mortgages to the Trustee, then any related expenses shall be
      reimbursable to the Master Servicer.

     

    Notwithstanding
      anything in this Agreement to the contrary, the Master Servicer may not make
      any
      future advances with respect to a Mortgage Loan (except as provided in Section
      4.06) and the Master Servicer shall not (i) permit any modification with respect
      to any Mortgage Loan that would change the Loan Rate, reduce or increase the
      principal balance (except for reductions resulting from actual payments of
      principal) or change the final maturity date on such Mortgage Loan (unless,
      as
      provided in Section 3.07, the Mortgagor is in default with respect to the
      Mortgage Loan or such default is, in the judgment of the Master Servicer,
      reasonably foreseeable) or (ii) permit any modification, waiver or amendment
      of
      any term of any Mortgage Loan that would both (A) effect an exchange or
      reissuance of such Mortgage Loan under Section 1001 of the Code (or final,
      temporary or proposed Treasury regulations promulgated thereunder) and (B)
      cause
      either the Trust Fund to fail to qualify as a REMIC under the Code or the
      imposition of any tax on “prohibited transactions” or “contributions after the
      startup date” under the REMIC Provisions.

     

    Notwithstanding
      any other provision of this Agreement or the Pledged Asset Servicing Agreement
      to the contrary, except as provided below, the Master Servicer shall have no
      duty or obligation to service and administer the Pledged Assets and the Master
      Servicer shall not be deemed to be the Pledged Asset Servicer, unless and until
      MLCC’s obligations to administer the Pledged Assets under the Pledged Asset
      Servicing Agreement have been terminated with respect to the Pledged Asset
      Loans, in which case, the Master Servicer shall be bound to service and
      administer the Pledged Assets and the Limited Purpose Surety Bond in accordance
      with the provisions of this Agreement and the related Pledged Asset Agreements
      from the date of such termination. The Trustee, as assignee of the Pledged
      Asset
      Servicing Agreement, shall enforce the obligations of MLCC to service and
      administer the Pledged Assets as provided in the Pledged Asset Servicing
      Agreement, and shall take appropriate action thereunder if MLCC fails to
      substantially comply with its obligations to administer the Pledged Assets.
      In
      the event the Trustee receives an indemnification payment from MLCC under
      Section 3 of the Pledged Asset Servicing Agreement that is attributable to
      losses resulting from MLCC’s failure to administer the Pledged Assets in
      accordance with the terms of the Pledged Asset Servicing Agreement in connection
      with Pledged Asset Loans, the Trustee shall deposit such amount in the
      Collection Account.

     

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

     

    
      	
            	
              Section
                3.02

            	
              Sub-Servicing
                Agreements Between the Master Servicer and
                Sub-Servicers.

            


    

     

    (a)           The
      Master Servicer may enter into Sub-Servicing Agreements (provided that such
      agreements would not result in a withdrawal or a downgrading by the Rating
      Agency of the rating on any Class of Certificates) with Sub-Servicers, for
      the
      servicing and administration of the Mortgage Loans. Notwithstanding any other
      provision of this Agreement, the Master Servicer shall not be precluded from
      selling all or part of the Servicing Fee relating to any Mortgage Loans to
      any
      Sub-Servicer, provided that with respect to any Mortgage Loan as to which the
      Master Servicer sells all or a part of the related Servicing Fee, the Master
      Servicer shall retain full responsibility under this Agreement for the servicing
      activities relating to such Mortgage Loan.

     

    Each
      Sub-Servicer shall be (i) authorized to transact business in the state or states
      in which 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, (ii) an
      institution approved as a mortgage loan originator by the Federal Housing
      Administration or an institution the deposit accounts of which are insured
      by
      the FDIC and (iii) a Freddie Mac or Fannie Mae approved mortgage servicer.
      Each
      Sub-Servicing Agreement must impose on the Sub-Servicer requirements conforming
      to the provisions set forth in Section 3.08 and provide for servicing of the
      Mortgage Loans consistent with the terms of this Agreement. The Master Servicer
      will examine each Sub-Servicing Agreement and will be familiar with the terms
      thereof. The terms of any Sub-Servicing Agreement will not be inconsistent
      with
      any of the provisions of this Agreement. The Master 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. 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 Master Servicer, are
      conclusively deemed to be inconsistent with this Agreement and therefore
      prohibited. The Master Servicer shall deliver to the Trustee copies of all
      Sub-Servicing Agreements, and any amendments or modifications thereof, promptly
      upon the Master Servicer’s execution and delivery of such
      instruments.

     

    (b)           As
      part of its servicing activities hereunder, the Master Servicer (except as
      otherwise provided in the last sentence of this paragraph), for the benefit
      of
      the Trustee and the Certificateholders, shall enforce the obligations of each
      Sub-Servicer under the related Sub-Servicing Agreement and of each Seller under
      the Mortgage Loan Purchase Agreement, including, without limitation, any
      obligation to make advances in respect of delinquent payments as required by
      a
      Sub-Servicing Agreement, or to purchase a Mortgage Loan on account of missing
      or
      defective documentation or on account of a breach of a representation, warranty
      or covenant, as described in Section 2.03(a). 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 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, 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. Enforcement of the
      obligations under the Mortgage Loan Purchase Agreement against the Sellers
      shall
      be effected by the Master Servicer, in accordance with the foregoing provisions
      of this paragraph.

     

    
      	
            	
              Section
                3.03

            	
              Successor
                Sub-Servicers.

            


    

     

    The
      Master 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 Master
      Servicer without any act or deed on the part of such Sub-Servicer or the Master
      Servicer, and the Master Servicer either shall service directly the related
      Mortgage Loans or shall enter into a Sub-Servicing Agreement with a successor
      Sub-Servicer which qualifies under Section 3.02.

     

    Any
      Sub-Servicing Agreement shall include the provision that such agreement may
      be
      immediately terminated by the Trustee without fee, in accordance with the terms
      of this Agreement, in the event that the Master Servicer shall, for any reason,
      no longer be the Master Servicer (including termination due to a Master Servicer
      Event of Termination).

     

    
      	
            	
              Section
                3.04

            	
              Liability
                of the Master Servicer.

            


    

     

    Notwithstanding
      any Sub-Servicing Agreement, any of the provisions of this Agreement relating
      to
      agreements or arrangements between the Master Servicer and a Sub-Servicer or
      reference to actions taken through a Sub-Servicer or otherwise, the Master
      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 Master Servicer
      alone were servicing and administering the Mortgage Loans. The Master Servicer
      shall be entitled to enter into any agreement with a Sub-Servicer for
      indemnification of the Master Servicer by such Sub-Servicer and nothing
      contained in this Agreement shall be deemed to limit or modify such
      indemnification.

     

    
      	
            	
              Section
                3.05

            	
              No
                Contractual Relationship Between Sub-Servicers and Trustee or
                Certificateholders.

            


    

     

    Any
      Sub-Servicing Agreement that may be entered into and any transactions or
      services relating to the Mortgage Loans involving a Sub-Servicer in its capacity
      as such shall be deemed to be between the Sub-Servicer and the Master Servicer
      alone, and the Trustee and 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 Master
      Servicer shall be solely liable for all fees owed by it to any Sub-Servicer,
      irrespective of whether the Master Servicer’s compensation pursuant to this
      Agreement is sufficient to pay such fees.

     

    
      	
              Section
                3.06

            	
              Assumption
                or Termination of Sub-Servicing Agreements by
                Trustee.

            


    

     

    In
      the
      event the Master Servicer shall for any reason no longer be the master servicer
      (including by reason of the occurrence of a Master Servicer Event of
      Termination), the Trustee or its designee or the successor master servicer
      as
      appointed pursuant to Section 7.02 herein, shall thereupon assume all of the
      rights and obligations of the Master Servicer under each Sub-Servicing Agreement
      that the Master Servicer may have entered into, unless the Trustee elects to
      terminate any Sub-Servicing Agreement in accordance with its terms as provided
      in Section 3.03. Upon such assumption, the Trustee, its designee or the
      successor servicer for the Trustee appointed pursuant to Section 7.02 shall
      be
      deemed, subject to Section 3.03, to have assumed all of the Master Servicer’s
      interest therein and to have replaced the Master 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 Master Servicer
      shall not thereby be relieved of any liability or obligations under any
      Sub-Servicing Agreement and (ii) none of the Trustee, its designee or any
      successor master servicer shall be deemed to have assumed any liability or
      obligation of the Master Servicer that arose before it ceased to be the Master
      Servicer.

     

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

     

    
      	
            	
              Section
                3.07

            	
              Collection
                of Certain Mortgage Loan
                Payments.

            


    

     

    The
      Master 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 related Primary Insurance Policy and any other 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 Master Servicer may in its
      discretion (i) waive any late payment charge or, if applicable, penalty
      interest, only upon determining that the coverage of such Mortgage Loan by
      the
      related Primary Insurance Policy, if any, will not be affected, or (ii) extend
      the due dates for Monthly Payments due on a Mortgage Note for a period of not
      greater than 180 days; provided 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 Master Servicer shall make timely
      advances on such Mortgage Loan during such extension pursuant to Section 4.06
      and in accordance with the amortization schedule of such Mortgage Loan without
      modification thereof by reason of such arrangements. Notwithstanding the
      foregoing, in the event that any Mortgage Loan is in default or, in the judgment
      of the Master Servicer, such default is reasonably foreseeable, the Master
      Servicer, consistent with the standards set forth in Section 3.01, may also,
      waive, modify or vary any term of such Mortgage Loan (including modifications
      that would change the Loan Rate, forgive the payment of principal or interest
      or
      extend the final maturity date of such Mortgage Loan), accept payment from
      the
      related Mortgagor of an amount less than the Stated Principal Balance in final
      satisfaction of such Mortgage Loan (such payment, a “Short Pay-off”) or consent
      to the postponement of strict compliance with any such term or otherwise grant
      indulgence to any Mortgagor.

     

    
      	
            	
              Section
                3.08

            	
              Sub-Servicing
                Accounts.

            


    

     

    In
      those
      cases where a Sub-Servicer is servicing a Mortgage Loan pursuant to a
      Sub-Servicing Agreement, the Sub-Servicer will be required to establish and
      maintain one or more accounts (collectively, the “Sub-Servicing Account”). The
      Sub-Servicing Account shall be an Eligible Account and shall comply with all
      requirements of this Agreement relating to the Collection Account. The
      Sub-Servicer shall deposit in the clearing account (which account must be an
      Eligible 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 deposit of such
      funds
      into the clearing account. The Sub-Servicer shall thereafter deposit such
      proceeds in the Collection Account or remit such proceeds to the Master Servicer
      for deposit in the Collection Account not later than two Business Days after
      the
      deposit of such amounts in the Sub-Servicing Account. For purposes of this
      Agreement, the Master Servicer shall be deemed to have received payments on
      the
      Mortgage Loans when the Sub-Servicer receives such payments.

     

    
      	
            	
              Section
                3.09

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

            


    

     

    The
      Master Servicer shall establish and maintain one or more accounts (the
“Servicing Accounts”), into which all collections from the Mortgagors (or
      related advances from Sub-Servicers) for the payment of ground rents, taxes,
      assessments, fire and hazard insurance premiums, Primary Insurance Policy
      premiums, water charges, sewer rents and comparable items for the account of
      the
      Mortgagors (“Escrow Payments”) shall be deposited and retained. Servicing
      Accounts shall be Eligible Accounts. The Master Servicer shall deposit in the
      clearing account (which account must be an Eligible 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 Master 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 deposit of such funds in the clearing account,
      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 Escrow Payments; (ii) reimburse the Master
      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) make Permitted Investments as provided in Section 3.12; (v)
      pay interest, to the Master Servicer or to the Mortgagor if required and as
      described below, on balances in the Servicing Account; (vi) clear and terminate
      the Servicing Account at the termination of the Master Servicer’s obligations
      and responsibilities in respect of the Mortgage Loans under this Agreement
      in
      accordance with Article IX; or (vii) recover amounts deposited in error. As
      part
      of its servicing duties, the Master Servicer or Sub-Servicers shall pay to
      the
      Mortgagors interest on funds in 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. To the extent that a Mortgage does not provide for
      Escrow Payments, the Master Servicer shall determine whether any such payments
      are made by the Mortgagor in a manner and at a time that avoids the loss of
      the
      Mortgaged Property due to a tax sale or the foreclosure of a tax lien. The
      Master Servicer assumes full responsibility for the payment of all such bills
      and shall effect payments of all such bills irrespective of the Mortgagor’s
      faithful performance in the payment of same or the making of the Escrow Payments
      and shall make advances from its own funds to effect such payments. The Master
      Servicer shall be entitled to retain any interest paid on funds deposited in
      the
      Servicing Account to effect Escrow Payments other than interest on escrowed
      funds required by law to be paid to the Mortgagor.

     

    
      	
            	
              Section
                3.10

            	
              Collection
                Account and Distribution
                Account.

            


    

     

    (a)           On
      behalf of the Trust Fund, the Master Servicer shall establish and maintain
      one
      or more accounts (such account or accounts, the “Collection Account”), held in
      trust for the benefit of the Trustee and the Certificateholders. On behalf
      of
      the Trust Fund, the Master Servicer shall deposit or cause to be deposited
      in
      the clearing account (which account must be an Eligible 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 Master Servicer’s receipt thereof, and
      shall thereafter deposit in the Collection Account, in no event more than two
      Business Days after the deposit of such funds into the clearing account, as
      and
      when received or as otherwise required hereunder, the following payments and
      collections received or made by it subsequent to the Cut-off Date (other than
      in
      respect of principal or interest on the 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:

     

    (i)           all
      payments on account of principal, including Principal Prepayments, 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 and Subsequent Recoveries (other than
      proceeds collected in respect of any particular REO Property and amounts paid
      by
      the Master Servicer in connection with a purchase of Mortgage Loans and REO
      Properties pursuant to Section 9.01);

     

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

     

    (v)           any
      amounts required to be deposited by the Master 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 or Section 9.01;

     

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

     

    (viii)                      any
      amounts required to be transferred from any Buydown Account pursuant to Section
      3.25; and

     

    (ix)           any
      (x) amounts realized by MLCC or (y) Required Surety Payments received by the
      Trustee or the Master Servicer in respect of any Pledged Assets.

     

    For
      purposes of the immediately preceding sentence, the Cut-off Date with respect
      to
      any Eligible Substitute Mortgage Loan shall be deemed to be the date of
      substitution.

     

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

     

    (b)           On
      behalf of the Trust Fund, the Trustee shall establish and maintain one or more
      accounts (such account or accounts, the “Distribution Account”), held in trust
      for the benefit of the Certificateholders. On behalf of the Trust Fund, the
      Master Servicer shall deliver to the Trustee in immediately available funds
      for
      deposit in the Distribution Account on or before 5:00 p.m. New York time on
      the
      Master Servicer Remittance Date, that portion of the Available Distribution
      Amount for the related Distribution Date then on deposit in the Collection
      Account.

     

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

     

    (d)           Funds
      held in the Collection Account at any time may be delivered by the Master
      Servicer to the Trustee for deposit in an account (which may be the Distribution
      Account and must satisfy the standards for the Distribution Account as set
      forth
      in the definition thereof) and for all purposes of this Agreement shall be
      deemed to be a part of the Collection Account; provided, however, that the
      Trustee shall have the sole authority to withdraw any funds held pursuant to
      this subsection (d). In the event the Master Servicer shall deliver to the
      Trustee for deposit in the Distribution Account any amount not required to
      be
      deposited therein, it may at any time request that the Trustee withdraw such
      amount from the Distribution Account and remit to it any such amount, any
      provision herein to the contrary notwithstanding. In addition, the Master
      Servicer shall deliver to the Trustee from time to time for deposit, and upon
      written notification from the Master Servicer, the Trustee shall so deposit,
      in
      the Distribution Account:

     

    (i)           any
      Advances, as required pursuant to Section 4.06;

     

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

     

    (iii)           any
      amounts to be paid by the Master Servicer in connection with a purchase of
      Mortgage Loans and REO Properties pursuant to Section 9.01;

     

    (iv)           any
      amounts required to be deposited pursuant to Section 3.24 in connection with
      any
      Prepayment Interest Shortfalls; and

     

    (v)           any
      Stayed Funds, as soon as permitted by the federal bankruptcy court having
      jurisdiction in such matters.

     

    (e)           Promptly
      upon receipt of any Stayed Funds, whether from the Master Servicer, a trustee
      in
      bankruptcy, or federal bankruptcy court or other source, the Trustee shall
      deposit such funds in the Distribution Account.

     

    
      	
            	
              Section
                3.11

            	
              Withdrawals
                from the Collection Account and Distribution
                Account.

            


    

     

    (a)           The
      Master Servicer shall, from time to time, make withdrawals from the Collection
      Account for any of the following purposes or as described in Section
      4.06:

     

    (i)           to
      remit to the Trustee for deposit in the Distribution Account the amounts
      required to be so remitted pursuant to Section 3.10(b) or permitted to be so
      remitted pursuant to the first sentence of Section 3.10(d);

     

    (ii)           subject
      to Section 3.16(d), to reimburse the Master Servicer for Advances;

     

    (iii)           subject
      to Section 3.16(d), to pay the Master Servicer or any Sub-Servicer any unpaid
      Servicing Fees and reimburse any unreimbursed Servicing Advances with respect
      to
      each Mortgage Loan, but only to the extent of any Liquidation Proceeds,
      Insurance Proceeds or other amounts as may be collected by the Master
      Servicer;

     

    (iv)           to
      pay to the Master Servicer as servicing compensation (in addition to the
      Servicing Fee) on the Master Servicer Remittance Date any interest or investment
      income earned on funds deposited in the Collection Account, any Foreclosure
      Profits and any prepayment penalties or premiums relating to any Principal
      Prepayments; provided, however, that no such amounts shall be payable as
      servicing compensation to the extent they relate to a Mortgage Loan with respect
      to which a default, breach, violation or event of acceleration exists or would
      exist but for the lapse of time, the giving of notice, or both;

     

    (v)           to
      pay to the Master Servicer, the Depositor or a 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 Master Servicer for any Advance previously made which the Master
      Servicer has determined to be a Nonrecoverable Advance in accordance with the
      provisions of Section 4.06;

     

    (vii)           to
      reimburse the Master Servicer or the Depositor for expenses incurred by or
      reimbursable to the Master Servicer or the Depositor, as the case may be,
      pursuant to Section 6.03;

     

    (viii)                      to
      reimburse the Master Servicer or the Trustee, as the case may be, for expenses
      reasonably incurred in respect of the breach or defect giving rise to the
      purchase obligation under Section 2.03 or Section 2.04 of this Agreement that
      were included in the Purchase Price of the Mortgage Loan, including any expenses
      arising out of the enforcement of the purchase obligation;

     

    (ix)           to
      pay, or to reimburse the Master Servicer for 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 Collection Account pursuant to Section
      10.01;

     

    (xi)           to
      reimburse the Master Servicer for amounts deposited in error.

     

    The
      Master Servicer shall keep and maintain separate accounting, on a Mortgage
      Loan
      by Mortgage Loan basis, for the purpose of justifying any withdrawal from the
      Collection Account, to the extent held by or on behalf of it, pursuant to
      subclauses (ii), (iii), (iv), (v), (vi), (viii) and (ix) above. The Master
      Servicer shall provide written notification to the Trustee, on or prior to
      the
      next succeeding Master Servicer Remittance Date, upon making any withdrawals
      from the Collection Account pursuant to subclause (vii) above.

     

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

     

    (i)           to
      make distributions to Certificateholders in accordance with Section
      4.01;

     

    (ii)           to
      pay to itself amounts to which it is entitled pursuant to Section
      8.05;

     

    (iii)           to
      pay itself any interest income earned on funds deposited in the Distribution
      Account pursuant to Section 3.12(c);

     

    (iv)           to
      reimburse itself pursuant to Section 7.02 and 7.01(b);

     

    (v)           to
      pay any amounts in respect of taxes pursuant to 10.01(g)(iii); and

     

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

     

    
      	
            	
              Section
                3.12

            	
              Investment
                of Funds in the Collection Account, Servicing Accounts and the
                Distribution Account.

            


    

     

    (a)           The
      Master Servicer may direct any depository institution maintaining the Collection
      Account or Servicing Accounts (for purposes of this Section 3.12, an “Investment
      Account’), and the Trustee, in its individual capacity, may direct any
      depository institution maintaining the Distribution Account (for purposes of
      this Section 3.12, also 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 Trustee 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 Trustee 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 (in its capacity
      as such) or in the name of a nominee of the Trustee. The Trustee shall be
      entitled to sole possession (except with respect to investment direction of
      funds held in the Collection Account or Servicing Accounts, as applicable,
      and
      any income and gain realized thereon) over each such investment, and any
      certificate or other instrument evidencing any such investment shall be
      delivered directly to the Trustee or its agent, together with any document
      of
      transfer necessary to transfer title to such investment to the Trustee or its
      nominee. In the event amounts on deposit in an Investment Account are at any
      time invested in a Permitted Investment payable on demand, the Trustee
      shall:

     

    
      	
               

            	
              (x)

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

            


    

     

    
      	
               

            	
              (y)

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

            


    

     

    (b)           All
      income and gain realized from the investment of funds deposited in the
      Collection Account or Servicing Accounts, as applicable, held by or on behalf
      of
      the Master Servicer, 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 Collection Account or Servicing Accounts, 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.

     

    (c)           All
      income and gain realized from the investment of funds deposited in the
      Distribution Account held by or on behalf of the Trustee, shall be for the
      benefit of the Trustee and shall be subject to its withdrawal at any time.
      The
      Trustee shall deposit in the Distribution Account, the amount of any loss of
      principal incurred in respect of any such Permitted Investment made with funds
      in such accounts immediately upon realization of such loss.

     

    (d)           Except
      as otherwise expressly provided in this Agreement, if any default occurs in
      the
      making of a payment due under any Permitted Investment, or if a default occurs
      in any other performance required under any Permitted Investment, the Trustee
      may and, subject to Section 8.01 and Section 8.02(a)(v), upon the request of
      the
      Holders of Certificates representing more than 50% of the Voting Rights
      allocated to any Class of Certificates, shall take such action as may be
      appropriate to enforce such payment or performance, including the institution
      and prosecution of appropriate proceedings.

     

    
      	
            	
              Section
                3.13

            	
              Maintenance
                of the Primary Insurance Policies; Collections
                Thereunder.

            


    

     

    The
      Master Servicer will maintain or cause the related Sub-Servicer, if any, to
      maintain in full force and effect, if required under the Mortgage Loan Purchase
      Agreement and to the extent available, a Primary Insurance Policy conforming
      in
      all respects to the description set forth in Section 2(vii) of the Mortgage
      Loan
      Purchase Agreement with respect to each Mortgage Loan so insured as of the
      Closing Date (or, in the case of a Eligible Substitute Mortgage Loan, on the
      date of substitution). Such coverage will be maintained with respect to each
      such Mortgage Loan for so long as it is outstanding, subject to any applicable
      laws or until the related Loan-to-Value Ratio is reduced to less than or equal
      to 80% based on Mortgagor payments. The Master Servicer shall cause the premium
      for each Primary Insurance Policy to be paid on a timely basis and shall pay
      such premium out of its own funds if it is not otherwise paid. The Master
      Servicer or the related Sub-Servicer, if any, will not cancel or refuse to
      renew
      any such Primary Insurance Policy in effect on the Closing Date (or, in the
      case
      of a Eligible Substitute Mortgage Loan, on the date of substitution) that is
      required to be kept in force under this Agreement unless a replacement Primary
      Insurance Policy for such canceled or non-renewed policy is obtained from and
      maintained with an insurer.

     

    The
      Master Servicer shall not take, or permit any Sub-Servicer to take, any action
      which would result in non-coverage under any applicable Primary Insurance Policy
      of any loss which, but for the actions of the Master Servicer or Sub-Servicer,
      would have been covered thereunder. The Master Servicer will comply in the
      performance of this Agreement with all reasonable rules and requirements of
      each
      insurer under each Primary Insurance Policy. In connection with any assumption
      and modification agreement or substitution of liability agreement entered into
      or to be entered into pursuant to Section 3.15, the Master Servicer shall
      promptly notify the insurer under the related Primary Insurance Policy, if
      any,
      of such assumption in accordance with the terms of such policies and shall
      take
      all actions which may be required by such insurer as a condition to the
      continuation of coverage under the Primary Insurance Policy. If any such Primary
      Insurance Policy is terminated as a result of such assumption, the Master
      Servicer or the related Sub-Servicer shall obtain a replacement Primary
      Insurance Policy as provided above.

     

    In
      connection with its activities as administrator and servicer of the Mortgage
      Loans, the Master Servicer agrees to prepare and present, on behalf of itself,
      the Trustee and the Certificateholders, claims to the insurer under any Primary
      Insurance Policy in a timely fashion in accordance with the terms of such
      policies and, in this regard, to take such action as shall be necessary to
      permit recovery under any Primary Insurance Policy respecting a defaulted
      Mortgage Loan. Any amounts collected by the Master Servicer under any Primary
      Insurance Policy shall be deposited in the Collection Account, subject to
      withdrawal pursuant to Section 3.11; and any amounts collected by the Master
      Servicer under any Primary Insurance Policy in respect of any REO Property
      shall
      be deposited in the Collection Account, subject to withdrawal pursuant to
      Section 3.23. In those cases in which a Mortgage Loan is serviced by a
      Sub-Servicer, the Sub-Servicer, on behalf of itself, the Trustee, and the
      Certificateholders, will present claims to the insurer under any Primary
      Insurance Policy and all collections thereunder shall be deposited initially
      in
      the Sub-Servicing Account.

     

    
      	
            	
              Section
                3.14

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

            


    

     

    (a)           The
      Master 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 least of (i) the current principal balance of
      such Mortgage Loan, (ii) the amount necessary to fully compensate for any damage
      or loss to the improvements that are a part of such property on a replacement
      cost basis and (iii) the maximum insurable value of the improvements which
      are a
      part of such Mortgaged Property, 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 Master 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 Loan Rate and related
      Servicing Advances. The Master 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 Master 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 Master Servicer would
      follow in servicing loans held for its own account, subject to the terms and
      conditions of the related Mortgage and Mortgage Note) shall be deposited in
      the
      Collection Account, within two Business Days after receipt thereof, 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 Master 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, windstorm 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, the Master
      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).

     

    If
      the
      Master Servicer shall obtain and maintain a blanket fire insurance policy with
      extended coverage 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 Master
      Servicer shall, in the event that there shall not have been maintained on the
      related Mortgaged Property or REO Property a policy complying with the first
      two
      sentences of this Section 3.14, and there shall have been one or more losses
      which would have been covered by such policy, deposit to the Collection Account
      from its own funds the amount not otherwise payable under the blanket policy
      because of such deductible clause. In connection with its activities as
      administrator and servicer of the Mortgage Loans, the Master 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
      Master 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 Master Servicer’s obligations under this Agreement, which
      policy or policies shall be in such form and amount that would meet the
      requirements of Fannie Mae or Freddie Mac if it were the purchaser of the
      Mortgage Loans, unless the Master Servicer has obtained a waiver of such
      requirements from Fannie Mae or Freddie Mac. The Master Servicer shall also
      maintain a fidelity bond in the form and amount that would meet the requirements
      of Fannie Mae or Freddie Mac, unless the Master Servicer has obtained a waiver
      of such requirements from Fannie Mae or Freddie Mac. The Master Servicer shall
      provide the Trustee (upon the Trustee’s reasonable request) with copies of any
      such insurance policies and fidelity bond. The Master Servicer shall be deemed
      to have complied with this provision if an Affiliate of the Master 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 Master 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 Master 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
      Master 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
      Master Servicer shall not exercise any such rights if prohibited by law from
      doing so or if the exercise of such rights would impair or threaten to impair
      any recovery under the related Primary Insurance Policy or Limited Purpose
      Surety Bond, if any. If the Master 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
      Master Servicer will enter into an assumption and modification agreement from
      or
      with the person to whom such property has been conveyed or is proposed to be
      conveyed, pursuant to which such person becomes liable under the Mortgage Note
      and, to the extent permitted by applicable state law, the Mortgagor remains
      liable thereon. The Master 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 Master Servicer and has a credit risk rating at least equal
      to
      that of the original Mortgagor. In connection with any assumption or
      substitution, the Master Servicer shall apply such underwriting standards and
      follow such practices and procedures as shall be normal and usual in its general
      mortgage servicing activities and as it applies to other mortgage loans owned
      solely by it. The Master 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 Primary Insurance Policy or hazard insurance
      policy, or a new policy meeting the requirements of this Section is obtained.
      Any fee collected by the Master Servicer in respect of an assumption or
      substitution of liability agreement will be retained by the Master 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
      Loan Rate and the amount of the Monthly Payment) may be amended or modified,
      except as otherwise required pursuant to the terms thereof. The Master Servicer
      shall notify the Trustee that any such substitution or assumption agreement
      has
      been completed by forwarding to the Trustee the executed original of such
      substitution 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 Master
      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 Master 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
      Master Servicer shall, consistent with the servicing standard set forth in
      Section 3.01, 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 Master 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 Master Servicer as contemplated in Section 3.11 and Section
      3.23. The foregoing is subject to the provision that, in any case in which
      Mortgaged Property shall have suffered damage from an Uninsured Cause, the
      Master Servicer shall not be required to expend its own funds toward the
      restoration of such property unless it shall determine in its discretion that
      such restoration will increase the proceeds of liquidation of the related
      Mortgage Loan after reimbursement to itself for such expenses.

     

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

     

    (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 3.23 shall be
      advanced by the Master Servicer, subject to the Master Servicer’s right to be
      reimbursed therefor from the Collection 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 Collection Account received
      in
      respect of the affected Mortgage Loan or other Mortgage Loans.

     

    If
      the
      Master 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 Master Servicer shall
      take such action as it deems to be in the best economic interest of the Trust
      Fund. The cost of any such compliance, containment, cleanup or remediation
      shall
      be advanced by the Master Servicer, subject to the Master Servicer’s right to be
      reimbursed therefor from the Collection 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 Collection Account received
      in
      respect of the affected Mortgage Loan or other Mortgage Loans.

     

    (c)           The
      Master Servicer may at its option purchase from the Trust Fund any Mortgage
      Loan
      that is 90 days or more Delinquent, which the Master Servicer determines in
      good
      faith will otherwise become subject to foreclosure proceedings (evidence of
      such
      determination to be delivered in writing to the Trustee prior to purchase),
      at a
      price equal to the sum of the outstanding Stated Principal Balance of such
      Mortgage Loan and accrued and unpaid interest thereon at the Loan Rate through
      the end of the Due Period preceding the last Distribution Date, less
      unreimbursed Servicing Advances, Advances and any unpaid Servicing Fees
      allocable to such Mortgage Loan. The purchase price for any Mortgage Loan
      purchased hereunder shall be deposited in the Collection Account, and the
      Trustee, upon receipt of written certification from the Master Servicer of
      such
      deposit, shall release or cause to be released to the Master Servicer the
      related Mortgage File and shall execute and deliver such instruments of transfer
      or assignment, in each case without recourse, as the Master Servicer shall
      furnish and as shall be necessary to vest in the Master Servicer title to any
      Mortgage Loan 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 or
      Liquidation Proceeds, in respect of any Mortgage Loan, will be applied in the
      following order of priority: first, to reimburse the Master 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; third,
      as a recovery of principal of the Mortgage Loan; and fourth, to Foreclosure
      Profits. 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 Master 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 Master Servicer or any Sub-Servicer pursuant to Section
      3.11(a)(iii).

     

    (e)           In
      addition to the foregoing, the Trustee, as assignee of the Pledged Asset
      Servicing Agreement, shall enforce the obligations of the Pledged Asset Servicer
      to use its best reasonable efforts to realize upon any Pledged Assets for such
      of the Pledged Asset 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 3.11; provided that pursuant to the Pledged Asset Servicing
      Agreement, the Pledged Asset Servicer shall not, on behalf of the Trustee,
      obtain title to any such Pledged Assets as a result of or in lieu of the
      disposition thereof or otherwise; and provided further that (i) the Pledged
      Asset Servicer, pursuant to the Pledged Asset Servicing Agreement, shall not
      proceed with respect to such Pledged Assets in any manner that would impair
      the
      ability to recover against the related Mortgaged Property, and (ii) the Master
      Servicer shall proceed with any acquisition of REO Property in a manner that
      preserves the ability to apply the proceeds of such Pledged Assets against
      amounts owed under the defaulted Mortgage Loan. Any proceeds realized from
      such
      Pledged Assets (other than amounts to be released to the Mortgagor or the
      related guarantor in accordance with procedures that the Master Servicer would
      follow in servicing loans held for its own account, subject to the terms and
      conditions of the related Mortgage and Mortgage Note and to the terms and
      conditions of any security agreement, guarantee agreement, mortgage or other
      agreement governing the disposition of the proceeds of such Pledged Assets)
      shall be deposited in the Distribution Account, subject to withdrawal pursuant
      to Section 3.11; provided, that such proceeds shall not be so deposited if
      the
      Required Surety Payment in respect of such Pledged Asset Loan has been deposited
      in the Collection Account (except to the extent of any such proceeds taken
      into
      account in calculating the amount of the Required Surety Payment). Any other
      payment received by a Seller in respect of such Pledged Assets shall be
      deposited in the Distribution Account subject to withdrawal pursuant to Section
      3.11.

     

    
      	
            	
              Section
                3.17

            	
              Trustee
                to Cooperate; Release of Mortgage
                Files.

            


    

     

    (a)           Upon
      the payment in full of any Mortgage Loan, or the receipt by the Master Servicer
      of a notification that payment in full shall be escrowed in a manner customary
      for such purposes, the Master Servicer will immediately notify the Trustee
      by
      delivering a certification in duplicate (one of which will be returned to the
      Master Servicer with the Mortgage File) in the form of Exhibit E which shall
      be
      signed by a Servicing Officer or in a mutually agreeable electronic format
      which
      will in lieu of a signature be deemed to originate from a Servicing Officer
      (which certification shall include a statement to the effect that all amounts
      received or to be received in connection with such payment which are required
      to
      be deposited in the Collection Account pursuant to Section 3.10 have been or
      will be so deposited) of a Servicing Officer and shall request delivery to
      it of
      the Mortgage File. Upon receipt of such certification and request, the Trustee
      shall promptly release the related Mortgage File to the Master Servicer. No
      expenses incurred in connection with any instrument of satisfaction or deed
      of
      reconveyance shall be chargeable to the Collection Account or the Distribution
      Account.

     

    (b)           From
      time to time and as appropriate for the servicing or foreclosure of any Mortgage
      Loan, including, for this purpose, collection under any Primary Insurance Policy
      or any other insurance policy relating to the Mortgage Loans, the Trustee shall,
      upon request of the Master Servicer and delivery to the Trustee in duplicate
      (one of which will be returned to the Master Servicer with the Mortgage File)
      of
      a Request for Release in the form of Exhibit E, which shall be signed by a
      Servicing Officer or in a mutually agreeable electronic format which will in
      lieu of a signature be deemed to originate from a Servicing Officer release
      the
      related Mortgage File to the Master Servicer, and the Trustee shall, at the
      direction of the Master Servicer, and in the form provided by the Master
      Servicer execute such documents as shall be necessary to the prosecution of
      any
      such proceedings. Such Request for Release shall obligate the Master Servicer
      to
      return each and every document previously requested from the Mortgage File
      to
      the Trustee when the need therefor by the Master Servicer no longer exists,
      unless the Mortgage Loan has been liquidated and the Liquidation Proceeds
      relating to the Mortgage Loan have been deposited in the Collection Account
      or
      the Mortgage File or such document has been delivered to an attorney, or to
      a
      public trustee or other public official as required by law, for purposes of
      initiating or pursuing legal action or other proceedings for the foreclosure
      of
      the Mortgaged Property either judicially or non-judicially, and the Master
      Servicer has delivered to the Trustee a certificate of a Servicing Officer
      certifying as to 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
      Collection Account have been so deposited, or that such Mortgage Loan has become
      an REO Property, the Master Servicer shall no longer be obligated to return
      the
      documents released by the Trustee pursuant to the related Request for Release
      and a copy of the Request for Release shall be released by the Trustee to the
      Master Servicer.

     

    (c)           Upon
      written certification of a Servicing Officer, the Trustee shall execute and
      deliver to the Master Servicer any court pleadings, requests for trustee’s sale
      or other documents reasonably 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 inequity. 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.

     

    
      	
            	
              Section
                3.18

            	
              Servicing
                Compensation.

            


    

     

    As
      compensation for the activities of the Master Servicer hereunder, the Master
      Servicer shall be entitled to the Servicing Fee with respect to each Mortgage
      Loan payable solely from payments of interest and Buydown Funds in respect
      of
      such Mortgage Loan, subject to Section 3.24. In addition, the Master Servicer
      shall be entitled to recover unpaid Servicing Fees out of Insurance Proceeds
      or
      Liquidation Proceeds to the extent permitted by Section 3.11(a)(iii) and out
      of
      amounts derived from the operation and sale of an REO Property to the extent
      permitted by Section 3.23. 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 Master Servicer’s responsibilities and obligations under this Agreement. In
      the event that Liquidation Proceeds, Insurance Proceeds and proceeds from any
      REO Disposition (net of amounts reimbursable therefrom pursuant to Section
      3.11(a)(iii)) in respect of a Cash Liquidation or REO Disposition exceed the
      unpaid principal balance of such Mortgage Loan plus unpaid interest accrued
      thereon (including REO Imputed Interest) at a per annum rate equal to the
      related Net Mortgage Rate, the Master Servicer shall be entitled to retain
      therefrom and to pay to itself any Foreclosure Profits and any Servicing Fee
      considered to be accrued but unpaid.

     

    Additional
      servicing compensation in the form of assumption fees, late payment charges
      and
      other similar fees and charges shall be retained by the Master Servicer (subject
      to Section 3.24) only to the extent such fees or charges are received by the
      Master Servicer. The Master Servicer shall also be entitled pursuant to Section
      3.11(a)(iv) to withdraw from the Collection Account, and pursuant to Section
      3.23(b) to withdraw from any REO Account, as additional servicing compensation,
      interest or other income earned on deposits therein, subject to Section 3.12
      and
      Section 3.24. The Master 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 8.05, the fees
      and expenses of the Trustee) and shall not be entitled to reimbursement therefor
      except as specifically provided herein.

     

    
      	
            	
              Section
                3.19

            	
              Reports
                to the Trustee; Collection Account
                Statements.

            


    

     

    Upon
      request from the Trustee, the Master Servicer shall forward to the Trustee
      and
      the Depositor a statement prepared by the Master Servicer setting forth the
      status of the Collection Account as of the close of business on such
      Distribution Date and showing, for the period covered by such statement, the
      aggregate amount of deposits into and withdrawals from the Collection Account
      of
      each category of deposit specified in Section 3.10(a) and each category of
      withdrawal specified in Section 3.11. Such statement may be in the form of
      the
      then current Fannie Mae Monthly Accounting Report for its Guaranteed Mortgage
      Pass-Through Program with appropriate additions and changes, and shall also
      include information as to the aggregate of the outstanding principal balances
      of
      all of the Mortgage Loans as of the last day of the calendar month immediately
      preceding such Distribution Date. Copies of such statement shall be provided
      by
      the Trustee to any Certificateholder and to any Person identified to the Trustee
      as a prospective transferee of a Certificate, upon request at the expense of
      the
      requesting party, provided such statement is delivered by the Master Servicer
      to
      the Trustee.

     

    
      	
            	
              Section
                3.20

            	
              Annual
                Statement as to Compliance.

            


    

     

    The
      Master Servicer will deliver to the Trustee and the Depositor, not later than
      February 28 of each calendar year beginning in 2008 (and no later than April
      15
      of any calendar year in which the Trust Fund is no longer subject to the
      Exchange Act reporting requirements), an Officers’ Certificate (an “Annual
      Statement of Compliance”) stating, as to each signatory thereof, that (i) a
      review of the activities of the Master Servicer during the preceding calendar
      year and of performance under this Agreement has been made under such officers’
supervision and (ii) to the best of such officers’ knowledge, based on such
      review, the Master Servicer has fulfilled all of its obligations under this
      Agreement or other applicable servicing agreement in all material respects
      throughout such year, or, if there has been a failure to fulfill any such
      obligation in any material respect, specifying each such failure known to such
      officer and the nature and status thereof.  Such Annual Statement of
      Compliance shall contain no restrictions or limitations on its
      use.  In the event that the Master Servicer has delegated any
      servicing responsibilities with respect to the Mortgage Loans to a Sub-Servicer,
      the Master Servicer shall deliver a similar Annual Statement of Compliance
      by
      that Sub-Servicer to the Trustee and Depositor as described above as and when
      required with respect to the Master Servicer.

     

    If
      the
      Master Servicer cannot deliver the related Annual Statement of Compliance by
      February 28th of such year, the Trustee, at its sole option, may permit a cure
      period for the Master Servicer to deliver such Annual Statement of Compliance,
      but in no event later than March 10th of such year.

     

    
      	
            	
              Section
                3.21

            	
              Assessments
                of Compliance and Attestation
                Reports.

            


    

     

    Pursuant
      to Rules 13a-18 and 15d-18 of the Exchange Act and Item 1123 of Regulation
      AB,
      the Master Servicer shall deliver to the Trustee on or before February 28 of
      each calendar year beginning in 2008 (and no later than April 15 of any calendar
      year in which the Trust Fund is no longer subject to the Exchange Act reporting
      requirements), a report regarding the Master Servicer’s assessment of compliance
      (an “Assessment of Compliance”) with the Servicing Criteria during the preceding
      calendar year.  The Assessment of Compliance must be as set forth in
      Regulation AB, the Assessment of Compliance must contain the
      following:

     

    (a)           A
      statement by such officer of its responsibility for assessing compliance with
      the Servicing Criteria applicable to the Master Servicer;

     

    (b)           A
      statement by such officer that such officer used the Servicing Criteria attached
      as Exhibit O hereto, and which will also be attached to the Assement of
      Compliance, to assess compliance with the Servicing Criteria applicable to
      the
      Master Servicer;

     

    (c)           An
      assessment by such officer of the Master Servicer’s compliance with the
      applicable Servicing Criteria for the period consisting of the preceding
      calendar year, including disclosure of any material instance of noncompliance
      with respect thereto during such period, which assessment shall be based on
      the
      activities it performs with respect to asset-backed securities transactions
      taken as a whole involving the Master Servicer, that are backed by the same
      asset type as the Mortgage Loans;

     

    (d)           A
      statement that a registered public accounting firm has issued an attestation
      report on the Master Servicer’s Assessment of Compliance for the period
      consisting of the preceding calendar year; and

     

    (e)           A
      statement as to which of the Servicing Criteria, if any, are not applicable
      to
      the Master Servicer, which statement shall be based on the activities it
      performs with respect to asset-backed securities transactions taken as a whole
      involving the Master Servicer, that are backed by the same asset type as the
      Mortgage Loans.

     

    Such
      report at a minimum shall address each of the Servicing Criteria specified
      on
      Exhibit O hereto which are indicated as applicable to the Master
      Servicer.

     

    On
      or
      before February 28 of each calendar year beginning in 2008 (and no later than
      April 15 of any calendar year in which the Trust Fund is no longer subject
      to
      the Exchange Act reporting requirements), the Master Servicer shall furnish
      to
      the Trustee a report (an “Attestation Report”) by a registered public accounting
      firm that attests to, and reports on, the Assessment of Compliance made by
      the
      Company, as required by Rules 13a-18 and 15d-18 of the Exchange Act and Item
      1122(b) of Regulation AB, which Attestation Report must be made in accordance
      with standards for attestation reports issued or adopted by the Public Company
      Accounting Oversight Board.

     

    The
      Master Servicer shall cause any Sub-Servicer, and each subcontractor determined
      by the Master Servicer to be “participating in the servicing function” within
      the meaning of Item 1122 of Regulation AB, to deliver to the Trustee and the
      Depositor an Assessment of Compliance and Attestation Report as and when
      provided above.

     

    Such
      Assessment of Compliance, as to any Sub-Servicer, shall at a minimum address
      each of the Servicing Criteria specified on Exhibit O hereto which are indicated
      as applicable to any “primary servicer”  to the extent they are
      applicable to such Sub-servicer. Notwithstanding the foregoing, as to any
      subcontractor, an Assessment of Compliance is not required to be delivered
      unless it is required as part of a Form 10-K with respect to the Trust
      Fund.

     

    If
      the
      Master Servicer cannot deliver any Assessment of Compliance or Attestation
      Report by February 28th of such year, the Trustee, at its sole option, may
      permit a cure period for the Master Servicer to deliver such Assessment of
      Compliance or Attestation Report, but in no event later than March 10th of
      such
      year.

     

    On
      or
      before March 15th of each
      calendar
      year (unless a Form 15 Suspension Notice shall have been filed), the Trustee
      shall provide an Assessment of Compliance and Attestation Report, as and when
      provided above, which shall at a minimum address each of the Servicing Criteria
      specified on Exhibit O hereto which are indicated as applicable to the
“trustee.”  The Trustee shall cause any subcontractor determined to be
“participating in the servicing function” within the meaning of Item 1122 of
      Regulation AB to deliver to the Depositor an Assessment of Compliance and
      Attestation Report as and when provided above.

     

    For
      as
      long as the Depositor is subject to Exchange Act reporting with respect to
      the
      Trust Fund, the Trustee shall notify the Depositor and the Master Servicer
      within three (3) Business Days of the related Distribution Date (i) of any
      legal
      proceedings pending against the Trustee of the type described in Item 1117
      (§
229.1117) of Regulation AB and (ii) if the Trustee shall become (but only to
      the
      extent not previously disclosed) at any time an affiliate of any of the parties
      listed on Exhibit Q hereto, together with a description
      thereof.  Should the identification of any of the parties set forth on
      Exhibit Q change, the Depositor shall promptly notify the Trustee.

     

    
      	
            	
              Section
                3.22

            	
              Access
                to Certain Documentation.

            


    

     

    The
      Master Servicer shall provide to the Office of Thrift Supervision, the FDIC,
      and
      any other federal or state banking or insurance regulatory authority that may
      exercise authority over any Certificateholder, access to the documentation
      regarding the Mortgage Loans required by applicable laws and regulations. Such
      access shall be afforded without charge, but only upon reasonable request and
      during normal business hours at the offices of the Master Servicer designated
      by
      it. In addition, access to the documentation regarding the Mortgage Loans will
      be provided to any Certificateholder, the Trustee and to any Person identified
      to the Master Servicer as a prospective transferee of a Certificate, upon
      reasonable request during normal business hours at the offices of the Master
      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, in trust for the benefit of the Certificateholders.
      The Master Servicer, on behalf of the Trust Fund, shall either sell any REO
      Property within three years after the end of the calendar year in which the
      Trust Fund 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 Master Servicer
      shall have delivered to the Trustee and the Depositor an Opinion of Counsel,
      addressed to the Trustee and the Depositor, to the effect that the holding
      by
      the Trust Fund of such REO Property subsequent to the three-year grace period
      after its acquisition will not result in the imposition on the Trust Fund of
      taxes on “prohibited transactions” thereof, as defined in Section 860F of the
      Code, or cause the Trust Fund to fail to qualify as a REMIC under Federal law
      at
      any time that any Certificates are outstanding. The Master 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 the Trust Fund 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
      Master 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 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
      Master Servicer shall be permitted to allow the Collection Account to serve
      as
      the REO Account, subject to separate ledgers for each REO Property. The Master
      Servicer shall be entitled to retain or withdraw any interest income paid on
      funds deposited in the REO Account.

     

    (c)           The
      Master 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 Master Servicer manages and operates similar property owned by the
      Master Servicer or any of its Affiliates, all on such terms and for such period
      as the Master Servicer deems to be in the best interests of Certificateholders.
      In connection therewith, the Master Servicer shall deposit, or cause to be
      deposited in the clearing account (which account must be an Eligible 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 Master Servicer’s receipt thereof,
      and shall thereafter deposit in the REO Account, in no event more than two
      Business Days after the deposit of such funds into the clearing account, 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 Master Servicer shall advance
      from its own funds such amount as is necessary for such purposes if, but only
      if, the Master Servicer would make such advances if the Master Servicer owned
      the REO Property and if in the Master Servicer’s judgment, the payment of such
      amounts will be recoverable from the rental or sale of the REO
      Property.

     

    Notwithstanding
      the foregoing, neither the Master Servicer nor the Trustee shall:

     

    (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

     

    (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 Master Servicer has obtained an Opinion of Counsel,
      provided to 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 the Trust Fund,
      in
      which case the Master Servicer may take such actions as are specified in such
      Opinion of Counsel.

     

    The
      Master 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 Master
      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 Master 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
      Master 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
      Master 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 Master Servicer by such
      Independent Contractor, and nothing in this Agreement shall be deemed to limit
      or modify such indemnification. The Master Servicer shall be solely liable
      for
      all fees owed by it to any such Independent Contractor, irrespective of whether
      the Master Servicer’s compensation pursuant to Section 3.18 is sufficient to pay
      such fees; provided that the fees of any Independent Contractor engaged to
      manage, dispose, conserve and protect any REO Property shall be reimbursable
      as
      a Servicing Advance out of the proceeds of the related Mortgage Loan in
      accordance with Section 3.11(a)(iii).

     

    (d)           In
      addition to the withdrawals permitted under Section 3.23(c), the Master 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 Master Servicer Remittance Date,
      the Master Servicer shall withdraw from each REO Account maintained by it and
      deposit into the Distribution Account in accordance with Section 3.10(d)(ii),
      far distribution on the related Distribution Date in accordance with Section
      4.01, the income from the related REO Property received during the prior
      calendar month, net of any withdrawals made pursuant to Section 3.23(c) or
      this
      Section 3.23(d).

     

    (e)           Subject
      to the time constraints set forth in Section 3.23(a), and further subject to
      obtaining the approval of the insurer under any related Primary Insurance Policy
      (if and to the extent that such approvals are necessary to make claims under
      such policies in respect of the affected REO Property), each REO Disposition
      shall be carried out by the Master Servicer at such price and upon such terms
      and conditions as the Master Servicer shall deem necessary or advisable, as
      shall be normal and usual in its general servicing activities for similar
      properties.

     

    (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 Master Servicer or any Sub-Servicer as provided above
      including fees paid by the Master Servicer to any such Independent Contractor
      engaged to manage, dispose, conserve and protect such REO Property by the Master
      Servicer, shall be deposited in the Distribution Account in accordance with
      Section 3.10(d)(ii) on the Master Servicer Remittance Date in the month
      following the receipt thereof for distribution on the related Distribution
      Date
      in accordance with Section 4.01. Any REO Disposition shall be for cash only
      (unless changes in the REMIC Provisions made subsequent to the Startup Day
      allow
      a sale for other consideration).

     

    (g)           The
      Master Servicer shall file information returns with respect to the receipt
      of
      mortgage interest received in a trade or business, reports of foreclosures
      and
      abandonments of any Mortgaged Property and cancellation of indebtedness income
      with respect to any Mortgaged Property as required by 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 Master Servicer in Respect of Prepayment Interest
                Shortfalls.

            


    

     

    The
      Master Servicer shall deliver to the Trustee for deposit into the Distribution
      Account on or before 5:00 p.m. New York time on the Master 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 or Curtailments during the related Prepayment
      Period and (ii) the portion of its aggregate Servicing Fee which accrued at
      a
      Servicing Fee Rate for the most recently ended calendar month (“Compensating
      Interest”).

     

    
      	
            	
              Section
                3.25

            	
              Administration
                of Buydown Funds.

            


    

     

    The
      Buydown Account established and maintained by the Master Servicer with respect
      to each Buydown Mortgage Loan shall be an Eligible Account. Upon receipt from
      the Mortgagor of the amount due on a Due Date for each Buydown Mortgage Loan,
      the Master Servicer will withdraw from the related Buydown Account the
      predetermined amount that, when added to the amount due on such date from the
      Mortgagor, equals the Monthly Payment and will deposit that amount together
      with
      the related payment made by the Mortgagor in the Collection Account. The Buydown
      Account shall not be an asset of any REMIC and for federal income tax purposes
      shall be owned by the Master Servicer.

     

    If
      any
      Mortgagor on a Buydown Mortgage Loan prepays such Mortgage Loan in its entirety
      during the Buydown Period, when Buydown Funds are required to be applied to
      such
      Buydown Mortgage Loan, the Master Servicer will withdraw from the related
      Buydown Account and remit to such Mortgagor or any other Person in accordance
      with the related Buydown Agreement any Buydown Funds remaining in the Buydown
      Account. If a Principal Prepayment by a Mortgagor during the Buydown Period,
      together with any Buydown Funds in the related Buydown Account, will result
      in a
      Principal Prepayment in Full, the Master Servicer will withdraw from the related
      Buydown Account for deposit in the Collection Account the Buydown Funds, which
      together with such Principal Prepayment, will result in a Principal Prepayment
      in Full. If a Mortgagor defaults during the Buydown Period with respect to
      a
      Buydown Mortgage Loan and the Mortgaged Property is sold at foreclosure or
      title
      thereto is acquired on behalf of the Certificateholders, the Master Servicer
      will withdraw from the Buydown Account the Buydown Funds (which shall thereupon
      constitute “Liquidation Proceeds” for purposes of this Agreement) for deposit in
      the Collection Account.

     

    
      	
            	
              Section
                3.26

            	
              Obligations
                of the Master Servicer in Respect of Loan 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 a calculation of the principal
      balance of a Mortgage Loan that was made by the Master Servicer in a manner
      not
      consistent with the terms of the related Mortgage Note and this Agreement,
      the
      Master Servicer, upon discovery or receipt of notice thereof, immediately shall
      deliver to the Trustee for deposit in the Distribution Account from its own
      funds the amount of any such shortfall and shall indemnify and hold harmless
      the
      Trust Fund, the Trustee, the Depositor and any successor master servicer in
      respect of any such liability. Such indemnities shall survive the termination
      or
      discharge of this Agreement.

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    ARTICLE
      IV

     

    PAYMENTS
      TO CERTIFICATEHOLDERS

     

    
      	
            	
              Section
                4.01

            	
              Distribution
                Account; Distributions.

            


    

     

    (a)           The
      Master Servicer shall remit to the Trustee for deposit into the Distribution
      Account on or before 5:00 P.M. New York time on each Master Servicer Remittance
      Date by wire transfer of immediately available funds an amount equal to the
      sum
      of (i) any Advance for the immediately succeeding Distribution Date, (ii) any
      amount required to be deposited in the Distribution Account pursuant to Sections
      3.10, 3.11, 3.14 or 3.24 and (iii) all other amounts constituting the Available
      Distribution Amount for the immediately succeeding Distribution
      Date.

     

    (b)           [reserved]

     

    (c)           On
      each Distribution Date the Trustee shall distribute to each Certificateholder
      of
      record as of the next preceding Record Date (other than as provided in Section
      10.01 respecting the final distribution) either in immediately available funds
      (by wire transfer or otherwise) to the account of such Certificateholder at
      a
      bank or other entity having appropriate facilities therefor, if such
      Certificateholder has so notified the Trustee at least five (5) Business Days
      prior to the related Record Date, or otherwise by check mailed to such
      Certificateholder at the address of such Holder appearing in the Certificate
      Register, such Certificateholder’s share (based on the aggregate of the
      Percentage Interests represented by Certificates of the applicable Class held
      by
      such Holder) of the following amounts, in the following order of
      priority:

     

    (i)           to
      the Senior Certificates, on a pro rata basis based on the Monthly Interest
      Distributable Amount payable on such Certificates with respect to such
      Distribution Date, the Monthly Interest Distributable Amount on such Classes
      of
      Certificates for such Distribution Date, plus any Monthly Interest Distributable
      Amount thereon remaining unpaid from any previous Distribution Date except
      as
      provided in the last paragraph of this Section 4.01(c) (the “Senior Interest
      Distribution Amount”); provided that the Monthly Interest Distributable Amount
      on the Class A-4 Certificates shall be distributed as provided in Section
      4.01(j);

     

    (ii)           to
      the Senior Certificates (other than the Class A-2 Certificates) in the
      priorities and amounts set forth in Section 4.01(d)(i) through (iii), the Senior
      Principal Distribution Amount and the Accrual Distribution Amount (applied
      to
      reduce the Certificate Principal Balances of such Senior Certificates, as
      applicable);

     

    (iii)           if
      the Certificate Principal Balances of the Subordinate Certificates have not
      been
      reduced to zero, to the Master Servicer, by remitting for deposit to the
      Collection Account, to the extent of and in reimbursement for any Advances
      previously made with respect to any Mortgage Loan or REO Property which remain
      unreimbursed in whole or in part following the Cash Liquidation or REO
      Disposition of such Mortgage Loan or REO Property, minus any such Advances
      that
      were made with respect to delinquencies that ultimately constituted Excess
      Special Hazard Losses, Excess Fraud Losses, Excess Bankruptcy Losses or
      Extraordinary Losses;

     

    (iv)           to
      the Holders of the Class B-1 Certificates, the Monthly Interest Distributable
      Amount thereon for such Distribution Date, plus any Monthly Interest
      Distributable Amount thereon remaining unpaid from any previous Distribution
      Date, except as provided below;

     

    (v)           to
      the Holders of the Class B-1 Certificates, an amount equal to the Subordinate
      Principal Distribution Amount for such Class of Certificates for such
      Distribution Date, applied in reduction of the Certificate Principal Balance
      of
      the Class B-1 Certificates;

     

    (vi)           to
      the Holders of the Class B-2 Certificates, the Monthly Interest Distributable
      Amount thereon for such Distribution Date, plus any Monthly Interest
      Distributable Amount thereon remaining unpaid from any previous Distribution
      Date, except as provided below;

     

    (vii)           to
      the Holders of the Class B-2 Certificates, an amount equal to the Subordinate
      Principal Distribution Amount for such Class of Certificates for such
      Distribution Date, applied in reduction of the Certificate Principal Balance
      of
      the Class B-2 Certificates;

     

    (viii)                      to
      the Holders of the Class B-3 Certificates, the Monthly Interest Distributable
      Amount thereon for such Distribution Date, plus any Monthly Interest
      Distributable Amount thereon remaining unpaid from any previous Distribution
      Date, except as provided below;

     

    (ix)           to
      the Holders of the Class B-3 Certificates, an amount equal to the Subordinate
      Principal Distribution Amount for such Class of Certificates for such
      Distribution Date, applied in reduction of the Certificate Principal Balance
      of
      the Class B-3 Certificates;

     

    (x)           to
      the Holders of the Class B-4 Certificates, the Monthly Interest Distributable
      Amount thereon for such Distribution Date, plus any Monthly Interest
      Distributable Amount thereon remaining unpaid from any previous Distribution
      Date, except as provided below;

     

    (xi)           to
      the Holders of the Class B-4 Certificates, an amount equal to the Subordinate
      Principal Distribution Amount for such Class of Certificates for such
      Distribution Date, applied in reduction of the Certificate Principal Balance
      of
      the Class B-4 Certificates;

     

    (xii)           to
      the Holders of the Class B-5 Certificates, the Monthly Interest Distributable
      Amount thereon for such Distribution Date, plus any Monthly Interest
      Distributable Amount thereon remaining unpaid from any previous Distribution
      Date, except as provided below;

     

    (xiii)                      to
      the Holders of the Class B-5 Certificates, an amount equal to the Subordinate
      Principal Distribution Amount for such Class of Certificates for such
      Distribution Date, applied in reduction of the Certificate Principal Balance
      of
      the Class B-5 Certificates;

     

    (xiv)                      to
      the Holders of the Class B-6 Certificates, an amount equal to the Monthly
      Interest Distributable Amount thereon for such Distribution Date, plus any
      Monthly Interest Distributable Amount thereon remaining unpaid from any previous
      Distribution Date, except as provided below;

     

    (xv)           to
      the Holders of the Class B-6 Certificates, an amount equal to the Subordinate
      Principal Distribution Amount for such Class of Certificates for such
      Distribution Date, applied in reduction of the Certificate Principal Balance
      of
      the Class B-6 Certificates;

     

    (xvi)                      to
      the Senior Certificates, in the priority set forth in Section 4.01(d) of this
      Agreement, the portion, if any, of the Available Distribution Amount remaining
      after the foregoing distributions, applied to reduce the Certificate Principal
      Balances of such Senior Certificates, but in no event more than the aggregate
      of
      the outstanding Certificate Principal Balances of each such Class of Senior
      Certificates, and thereafter, to each Class of Subordinate Certificates then
      outstanding beginning with such Class with the Highest Priority, any portion
      of
      the Available Distribution Amount remaining after the Senior Certificates have
      been retired, applied to reduce the Certificate Principal Balance of each such
      Class of Subordinate Certificates, but in no event more than the outstanding
      Certificate Principal Balance of each such Class of Subordinate Certificates;
      and

     

    (xvii)                      to
      the Class R-II Certificates, the balance, if any, of the Available Distribution
      Amount.

     

    Notwithstanding
      the foregoing, on any Distribution Date, with respect to the Class of
      Subordinate Certificates outstanding on such Distribution Date with the Lowest
      Priority, or in the event the Subordinate Certificates are no longer
      outstanding, the Senior Certificates, the Monthly Interest Distributable Amount
      thereon remaining unpaid from any previous Distribution Date will be
      distributable only to the extent that such unpaid Monthly Interest Distributable
      Amount was attributable to interest shortfalls relating to the failure of the
      Master Servicer to make any required Advance, or the determination by the Master
      Servicer that any proposed Advance would be a Nonrecoverable Advance with
      respect to the related Mortgage Loan where such Mortgage Loan has not yet been
      the subject of a Cash Liquidation or REO Disposition or the related Liquidation
      Proceeds, Insurance Proceeds and REO Proceeds have not yet been distributed
      to
      the Certificateholders.

     

    (d)           The
      Senior Principal Distribution Amount and Accrual Distribution Amount shall
      be
      distributed to the Senior Certificates (other than the Class A-2 Certificates)
      as follows:

     

    (i)           an
      amount equal to the Accrual Distribution Amount shall be distributed to the
      Class A-1 Certificates and Class A-3 Certificates, in accordance with the
      priority set forth below in clause (iii)(B) below, in each case until the
      Certificate Principal Balance thereof has been reduced to zero;

     

    (ii)  the
      Senior Principal Distribution Amount shall be distributed to the Class R-I
      Certificates and Class R-II Certificates, concurrently on a pro rata basis,
      until the Certificate Principal Balances thereof have been reduced to
      zero;

     

    (iii)  the
      balance of the Senior Principal Distribution Amount remaining after the
      distributions, if any, described in clause (ii) above shall be distributed
      in
      the following manner and priority:

     

    (A)  first,
      to the Class A-4 Certificates, in reduction of the Certificate Principal Balance
      thereof, until the Certificate Principal Balance thereof has been reduced to
      zero, in an amount equal to the sum of (a) the Lockout Scheduled Percentage
      of
      the aggregate of the collections described in clauses (A), (B) and (E) (to
      the
      extent clause (E) relates to clauses (A) and (B)) of the definition of Senior
      Principal Distribution Amount and (b) the Lockout Prepayment Percentage of
      the
      aggregate of the collections described in clauses (C) and (E) (to the extent
      clause (E) relates to clause (C)) of the definition of Senior Principal
      Distribution Amount;

     

    (B)  second,
      in the following manner and priority:

     

    (1)  first,
      to the Class A-1 Certificates, until the Certificate Principal Balance thereof
      has been reduced to the Planned Principal Balance for such Distribution
      Date;

     

    (2)
      second, to the Class A-3 Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero; and

     

    (3)
      third, to the Class A-1 Certificates, without regard to the Planned
      Principal Balance for such Distribution Date, until the Certificate Principal
      Balance thereof has been reduced to zero; and

     

    (C)
      third, to the Class A-4 Certificates, until the Certificate Principal
      Balance thereof has been reduced to zero.

     

    (e)           [reserved]

     

    (f)           On
      or after the occurrence of the Credit Support Depletion Date, all priorities
      relating to distributions as described in Section 4.01(d) above relating to
      principal among the Senior Certificates (other than the Class A-2 Certificates)
      will be disregarded.  Instead, the Senior Principal Distribution
      Amount will be distributed to the remaining Senior Certificates (other than
      the
      Class A-2 Certificates), pro rata in accordance with their respective
      outstanding Certificate Principal Balances and the Senior Interest Distribution
      Amount will be distributed as described in Section 4.01(c)(i).

     

    (g)           After
      the reduction of the Certificate Principal Balances of the Senior Certificates
      to zero but prior to the Credit Support Depletion Date, the Senior Certificates
      will be entitled to no further distributions of principal thereon and the
      Available Distribution Amount will be paid solely to the holders of the Class
      B
      Certificates, as described herein.

     

    (h)           In
      addition to the foregoing distributions, with respect to any Subsequent
      Recoveries, the Master Servicer shall deposit such amounts into the Collection
      Account pursuant to Section 3.10(a). If, after taking into account such
      Subsequent Recoveries, the amount of a Realized Loss is reduced, the amount
      of
      such Subsequent Recoveries will be applied to increase the Certificate Principal
      Balance of the Class of Class B Certificates with the Highest Priority to which
      Realized Losses have been allocated, but not by more than the amount of Realized
      Losses previously allocated to that Class of Class B Certificates pursuant
      to
      Section 4.04. The amount of any remaining Subsequent Recoveries will be applied
      to increase the Certificate Principal Balance of the Class of Class B
      Certificates with the next Highest Priority, up to the amount of such Realized
      Losses previously allocated to that Class of Class B Certificates pursuant
      to
      Section 4.04, and so on. Subsequent Recoveries will be applied to increase,
      from
      zero, the Certificate Principal Balance of a Class of Class B Certificates
      pursuant to the previous sentence if the Certificate Principal Balance of such
      Class was reduced to zero due to the application of Realized Losses. Holders
      of
      such Certificates will not be entitled to any payment in respect of Monthly
      Interest Distributable Amount 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.

     

    (i)           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
      or the Master Servicer shall have any responsibility therefor except as
      otherwise provided by this Agreement or applicable law.

     

    (j)           On
      each Distribution Date prior to the Accretion Termination Date, an amount equal
      to the Monthly Interest Distributable Amount that would otherwise be distributed
      on the Class A-4 Certificates shall be added to Certificate Principal Balance
      of
      the Class A-4 Certificates. On or after the Accretion Termination Date, the
      entire amount of Monthly Interest Distributable Amount on the Class A-4
      Certificates for such Distribution Date shall be payable to the Class A-4
      Certificateholders pursuant to Section 4.01(c)(i) of this Agreement to the
      extent not required to reduce the Certificate Principal Balances of the Class
      A-1 Certificates and Class A-3 Certificates to zero on such Accretion
      Termination Date; provided that if the Accretion Termination Date is the Credit
      Support Depletion Date, the entire amount of Monthly Interest Distributable
      Amount on the Class A-4 Certificates for such Distribution Date will be paid
      to
      the Class A-4 Certificateholders. Any such Monthly Interest Distributable Amount
      on the Class A-4 Certificates which is required to be paid to the holders of
      the
      Class A-1 Certificates and Class A-3 Certificates on the Accretion Termination
      Date will be added to the Certificate Principal Balance of the Class A-4
      Certificates in the manner described in the first sentence of this Section
      4.01(j).

     

    (k)           [reserved].

     

    (l)           [reserved]

     

    (m)           [reserved]

     

    (n)           Except
      as otherwise provided in Section 10.01, if the Master Servicer anticipates
      that
      a final distribution with respect to any Class of Certificates will be made
      on
      the next Distribution Date, the Master Servicer shall, no later than the
      Determination Date in the month of such final distribution, notify the Trustee
      and the Trustee shall, no later than two (2) Business Days after such
      Determination Date, mail on such date to each Holder of such Class of
      Certificates a notice to the effect that: (i) the Trustee anticipates 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 Trustee or as otherwise specified therein,
      and
      (ii) no interest shall accrue on such Certificates from and after the end of
      the
      prior calendar month.

     

    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 and
      credited to the account of the appropriate non-tendering Holder or Holders.
      If
      any Certificates as to which notice has been given pursuant to this Section
      4.01(n) shall not have been surrendered for cancellation within six months
      after
      the time specified in such notice, the Trustee 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 six months after the second notice all such Certificates shall not have
      been surrendered for cancellation, the Trustee shall take reasonable steps
      as
      directed by the Depositor, or appoint an agent to take reasonable steps, to
      contact the remaining non-tendering Certificateholders concerning surrender
      of
      their Certificates. The costs and expenses of maintaining the fiends in trust
      and of contacting such Certificateholders shall be paid out of the assets
      remaining in the Trust Fund. If within nine months after the second notice
      any
      such Certificates shall not have been surrendered for cancellation, the Class
      R
      Certificateholders shall be entitled to all unclaimed funds and other assets
      which remain subject hereto. No interest shall accrue or be payable to any
      Certificateholder on any amount held in trust as a result of such
      Certificateholder’s failure to surrender its Certificate(s) for final payment
      thereof in accordance with this Section 4.01(n).

     

    (o)           Distributions
      of interest shall be deemed to be made to each REMIC I Regular Interest in
      an
      amount equal to the related Uncertificated Monthly Interest Distributable
      Amount. Distributions of principal shall be deemed to be made to each of the
      REMIC I Regular Interests in the same manner and priority as principal payments
      are made to Corresponding Certificated Interests.

     

    
      	
            	
              Section
                4.02

            	
              Statements
                to Certificateholders.

            


    

     

    On
      each
      Distribution Date the Trustee shall make available to each Holder of a
      Certificate and to the Depositor, the Master Servicer and the Rating Agency,
      a
      statement based on information contained in the Remittance Report:

     

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

     

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

     

    (iii)           the
      aggregate amount of servicing compensation received by the Master Servicer
      during the related Due Period and such other customary information as the
      Trustee deems necessary or desirable, or which a Certificateholder reasonably
      requests, to enable Certificateholders to prepare their tax
      returns;

     

    (iv)           the
      aggregate amount of Advances for the related Due Period (including the general
      purpose of such Advances), the aggregate amount of unreimbursed Advances at
      the
      close of business on the Distribution Date, and the general source of funds
      for
      reimbursements;

     

    (v)           the
      aggregate Stated Principal Balance of the Mortgage Loans at the close of
      business at the end of the related Due Period;

     

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

     

    (vii)           the
      number and Stated Principal Balance of the Mortgage Loans in respect of which
      (A) one Monthly Payment is Delinquent, (B) two Monthly Payments are Delinquent,
      (C) three or more Monthly Payments are Delinquent and (D) foreclosure
      proceedings have been commenced, in each case as of the close of business on
      the
      last day of the calendar month preceding such Distribution Date;

     

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

     

    (ix)           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, and, cumulatively,
      the total number and cumulative principal balance of all REO Properties as
      of
      the close of business of the last day of the preceding due period;

     

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

     

    (xi)           the
      aggregate amount of Realized Losses incurred during the related Due Period
      and
      the cumulative amount of Realized Losses;

     

    (xii)           the
      aggregate amount of Extraordinary Trust Fund Expenses withdrawn from the
      Collection Account for such Distribution Date;

     

    (xiii)                      the
      Certificate Principal Balance or Notional Amount, as the case may be, of each
      Class of Certificates, after giving effect to the distributions made on such
      Distribution Date;

     

    (xiv)                      the
      Pass-Through Rate for each Class of Certificates and the aggregate amount of
      interest accrued at the related Pass-Through Rate with respect to each Class
      during the related Interest Accrual Period and the respective portions thereof,
      if any, remaining unpaid following the distributions made in respect of such
      Certificates on such Distribution Date;

     

    (xv)           the
      aggregate amount of any Prepayment Interest Shortfalls for such Distribution
      Date, to the extent not covered by payments of Compensating Interest by the
      Master Servicer pursuant to Section 3.24;

     

    (xvi)                      the
      Available Distribution Amount;

     

    (xvii)                      the
      aggregate Stated Principal Balance of Mortgage Loans purchased by the Master
      Servicer during the related Due Period and indicating the Section of this
      Agreement requiring or allowing the purchase of each such Mortgage
      Loan;

     

    (xviii)                      the
      applicable Record Dates, Interest Accrual Periods and Determination Date for
      calculating distributions and general Distribution Dates;

     

    (xix)                      the
      Servicing Fee paid to or retained by the Master Servicer and the Trustee Fee
      paid to the Trustee, in each case for the related Due Period;

     

    (xx)           the
      total cash flows received and the general sources thereof;

     

    (xxi)                      the
      cumulative amount of Realized Losses applied to the Certificates to
      date;

     

    (xxii)                      if
      applicable, material modifications, extensions or waivers to Mortgage Loan
      terms, fees, penalties or payments during the preceding calendar month or that
      have become material over time; and

     

    (xxiii)                      information
      about any additions of, substitutions for or removal of any Mortgage Loans
      from
      the Trust Fund, and any changes in the underwriting, acquisition or selection
      criteria as to any Mortgage Loans added to the Trust Fund.

     

    The
      Trustee will make the monthly statements described above (and, at its option,
      any additional files containing the same information in an alternative format)
      available on each Distribution Date to Certificateholders, and other parties
      to
      the Pooling and Servicing Agreement via the Trustee’s internet website and its
      fax-on-demand service. The Trustee’s internet website shall initially be located
      at “www.sf.citidirect.com”. Assistance in using the website can be obtained by
      calling the Trustee’s customer service desk at (212) 816-5681. 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 Trustee shall have the right to change the way monthly
      statements are distributed in order to make such distribution more convenient
      and/or more accessible to the above parties and the Trustee shall provide timely
      and adequate notification to all above parties regarding any such
      changes.

     

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

     

    In
      addition, the Trustee will make available, as a convenience for interested
      parties (and not in furtherance of the distribution of any related prospectus
      or
      prospectus supplement under the securities laws), this Agreement, the related
      prospectus and prospectus supplement via the Trustee’s internet
      website.

     

    The
      Trustee will make no representations or warranties as to the accuracy of
      completeness of such documents and will assume no responsibility
      therefor.

     

    In
      connection with providing access to the Trustee’s website, the Trustee may
      require registration and the acceptance of a disclaimer. The Trustee shall
      not
      be liable for the dissemination of information in accordance with this Agreement
      which is not due to an error on the part of the Trustee with respect to such
      information.

     

    In
      the
      case of information furnished pursuant to subclauses (i)-(iii) above, the
      amounts shall also be expressed as a dollar amount per Single
      Certificate.

     

    The
      Trustee shall provide to each Certificateholder any written reports or other
      information required by the Code and regulations thereunder as from time to
      time
      are in force. In addition, upon written request, within a reasonable period
      of
      time after the end of each calendar year, the Trustee shall prepare and forward,
      to each Person who at any time during the calendar year was a Certificateholder,
      a statement containing the information set forth in subclauses (i) - (iii)
      above, aggregated for such calendar year or applicable portion thereof during
      which such person was a Certificateholder.

     

    
      	
            	
              Section
                4.03

            	
              Remittance
                Reports; Advances by the Master
                Servicer.

            


    

     

    (a)           On
      the second Business Day following each Determination Date but in no event less
      than five Business Days prior to the related Distribution Date, the Master
      Servicer shall deliver to the Trustee by telecopy (or by such other means as
      the
      Master Servicer and the Trustee may agree from time to time) a Remittance
      Report, and other data mutually agreed upon, with respect to the related
      Distribution Date. On the same date, the Master Servicer shall make available
      to
      the Trustee a computer readable magnetic tape or diskette or in such other
      medium as may be agreed between the Master Servicer and the Trustee containing
      the information set forth in such Remittance Report with respect to the related
      Distribution Date. The Master Servicer shall deliver or cause to be delivered
      to
      the Trustee in addition to the information provided on the Remittance Report,
      such other information reasonably available to it with respect to the Mortgage
      Loans as the Trustee may reasonably require to perform the calculations
      necessary to make the distributions contemplated by Section 4.01 and 4.06 and
      to
      prepare the statements to Certificateholders contemplated by Section 4.02.
      The
      Master Servicer shall make a good faith effort to deliver any such additional
      information to the Trustee within two Business Days of any such request,
      provided that in no event shall the Master Servicer be required to provide
      any
      such additional information to the Trustee to the extent the Trustee makes
      such
      request prior to five Business Days prior to the Master Servicer Remittance
      Date. The Trustee shall not be responsible to recompute, recalculate or verify
      any information provided to it by the Master Servicer.

     

    (b)           The
      amount of Advances to be made by the Master Servicer for any Distribution Date
      shall equal the sum of (i) the aggregate amount of Monthly Payments (net of
      the
      related Servicing Fee), due during the related Due Period in respect of the
      Mortgage Loans, which Monthly Payments were delinquent on a contractual basis
      as
      of the close of business on the related Determination Date and (ii) with respect
      to each REO Property, which REO Property was acquired during or prior to the
      related Due Period and as to which REO Property an REO Disposition did not
      occur
      during the related Due Period, an amount equal to the excess, if any, of the
      REO
      Imputed Interest on such REO Property for the most recently ended calendar
      month, over the net income from such REO Property transferred to the
      Distribution Account pursuant to Section 4.01 for distribution on such
      Distribution Date, less amounts held for future distributions.

     

    Before
      the close of business New York time on the Master Servicer Remittance Date,
      the
      Master Servicer shall remit in immediately available funds to the Trustee for
      deposit in the Distribution Account an amount equal to the aggregate amount
      of
      Advances, if any, to be made in respect of the Mortgage Loans and REO Properties
      for the related Distribution Date either (i) from its own funds or (ii) from
      the
      Collection Account, to the extent of funds held therein for future distribution
      (in which case it will cause to be made an appropriate entry in the records
      of
      Collection Account that amounts held for future distribution have been, as
      permitted by this Section 4.03, used by the Master 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 Master 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 Master
      Servicer’s records and replaced by the Master Servicer by deposit in the
      Collection Account on or before any future Master 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 Master Servicer
      Remittance Date) shall be less than the total amount that would be distributed
      to the Classes of Certificateholders pursuant to Section 4.01 on such
      Distribution Date if such amounts held for future distributions had not been
      so
      used to make Advances. The Trustee will provide notice to the Master Servicer
      by
      telecopy on any Master Servicer Remittance Date or within one Business Day
      in
      the event that the amount remitted by the Master Servicer to the Trustee on
      such
      date is less than the Advances required to be made by the Master Servicer for
      the related Distribution Date, less amounts held for future distributions,
      as
      set forth in the related Remittance Report.

     

    (c)           The
      obligation of the Master Servicer to make such Advances is mandatory,
      notwithstanding any other provision of this Agreement but subject to (d) below,
      and, with respect to any Mortgage Loan, shall continue until the Mortgage Loan
      is paid in full or until the recovery of all Liquidation Proceeds thereon;
      provided, however, that such obligation will cease if title to the Mortgaged
      Property is acquired by the Trust Fund in foreclosure or by deed in lieu of
      foreclosure.

     

    (d)           Notwithstanding
      anything herein to the contrary, no Advance shall be required to be made
      hereunder by the Master Servicer if such Advance would, if made, constitute
      a
      Nonrecoverable Advance. The determination by the Master Servicer that it has
      made a Nonrecoverable Advance or that any proposed Advance, if made, would
      constitute a Nonrecoverable Advance, shall be evidenced by an Officers’
Certificate of the Master Servicer delivered to the Depositor and the
      Trustee.

     

    
      	
            	
              Section
                4.04

            	
              Allocation
                of Realized Losses.

            


    

     

    Prior
      to
      each Distribution Date, the Master Servicer shall determine the total amount
      of
      Realized Losses, if any, that resulted from any Cash Liquidation, Debt Service
      Reduction, Deficient Valuation or REO Disposition that occurred during the
      related Prepayment Period. The amount of each Realized Loss shall be evidenced
      by an Officers’ Certificate. All Realized Losses, other than Excess Special
      Hazard Losses, Extraordinary Losses, Excess Bankruptcy Losses or Excess Fraud
      Losses, shall be allocated as follows: first, to the Class B-6 Certificates
      until the Certificate Principal Balance thereof has been reduced to zero;
      second, to the Class B-5 Certificates until the Certificate Principal Balance
      thereof has been reduced to zero; third, to the Class B-4 Certificates until
      the
      Certificate Principal Balance thereof has been reduced to zero; fourth, to
      the
      Class B-3 Certificates until the Certificate Principal Balance thereof has
      been
      reduced to zero; fifth, to the Class B-2 Certificates until the Certificate
      Principal Balance thereof has been reduced to zero; sixth, to the Class B-1
      Certificates until the Certificate Principal Balance thereof has been reduced
      to
      zero; and thereafter such Realized Losses will be allocated among all the Senior
      Certificates on a pro rata basis, as described below. Any Excess Special Hazard
      Losses, Excess Bankruptcy Losses, Excess Fraud Losses,  Extraordinary
      Losses on the Mortgage Loans will be allocated among the Senior Certificates
      and
      Subordinate Certificates, on a pro rata basis, as described below.

     

    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 in the case of
      the
      principal portion of a Realized Loss or based on the Monthly Interest
      Distributable Amount thereon payable on such Distribution Date (without regard
      to any Compensating Interest for such Distribution Date) in the case of an
      interest portion of a Realized Loss. Any allocation of the principal portion
      of
      Realized Losses (other than Debt Service Reductions) to the Class B Certificates
      then outstanding with the highest numerical designation shall be made by
      operation of the definition of “Certificate Principal Balance” and by operation
      of the provisions of Section 4.01. Allocations of the interest portions of
      Realized Losses shall be made by operation of the definition of “Monthly
      Interest Distributable Amount” and by operation of the provisions of Section
      4.01. Allocations of the principal portion of Debt Service Reductions shall
      be
      made by operation of the provisions of Section 4.01. 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. Realized Losses allocated to the Regular Certificates shall
      be deemed allocated to the REMIC I Regular Interests in the same amount and
      priority allocated to Corresponding Certificated Interests.

     

    
      	
            	
              Section
                4.05

            	
              Information
                Reports to Be Filed by the Master
                Servicer.

            


    

     

    The
      Master Servicer or the Sub-Servicers shall file information reports with respect
      to the receipt of mortgage interest received in a trade or business,
      foreclosures and abandonments of any Mortgaged Property and the information
      returns relating to cancellation of indebtedness income with respect to any
      Mortgaged Property required by Sections 6050H, 6050J and 6050P of the Code,
      respectively, and deliver to the Trustee an Officers’ Certificate stating that
      such reports have been filed. 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
                4.06

            	
              Compliance
                with Withholding Requirements.

            


    

     

    Notwithstanding
      any other provision of this Agreement, the Trustee shall comply with all federal
      withholding requirements respecting payments to Certificateholders of interest
      or original issue discount on the Mortgage Loans, that the Trustee reasonably
      believes are applicable under the Code. The consent of Certificateholders shall
      not be required for such withholding. In the event the Trustee withholds any
      amount from interest or original issue discount payments or advances thereof
      to
      any Certificateholder pursuant to federal withholding requirements, the Trustee
      shall, together with its monthly report to such Certificateholders pursuant
      to
      Section 4.03 hereof, indicate such amount withheld.

     

    
      	
            	
              Section
                4.07

            	
              [Reserved].

            


    

     

    
      	
            	
              Section
                4.08

            	
              Limited
                Purpose Surety Bond.

            


    

     

    If
      a
      Required Surety Payment is payable pursuant to the Limited Purpose Surety Bond
      with respect to any Pledged Asset Loans, as determined by the Master Servicer
      and the Pledged Asset Servicer, the Master Servicer shall so notify the Trustee
      as soon as reasonably practicable and the Trustee shall promptly complete the
      notice in the form of Attachment 1 to the Limited Purpose Surety Bond and shall
      promptly submit such notice to the surety as a claim for a Required Surety
      Payment. The Master Servicer shall upon request assist the Trustee in completing
      such notice and shall provide any information requested by the Trustee in
      connection therewith.

     

    Upon
      receipt of a Required Surety Payment from the surety on behalf of the
      Certificateholders, the Trustee shall deposit such Required Surety Payment
      in
      the Distribution Account and shall distribute such Required Surety Payment,
      or
      the proceeds thereof, in accordance with the provisions of Section
      4.01.

     

    The
      Trustee shall (i) receive as attorney-in-fact of each Holder of a Certificate
      any Required Surety Payment from the surety and (ii) disburse the same to the
      Holders of such Certificates as set forth in Section 4.01.

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    ARTICLE
      V


    THE
      CERTIFICATES

     

    
      	
            	
              Section
                5.01

            	
              The
                Certificates.

            


    

     

    Each
      of
      the Class A, Class B and Class R Certificates shall be substantially in the
      forms annexed hereto as exhibits, and shall, on original issue, be executed,
      authenticated and delivered by the Trustee to or upon the receipt of a Written
      Order to Authenticate from the Depositor concurrently with the sale and
      assignment to the Trustee of the Trust Fund.  Each Class of the
      Certificates (other than the Class R Certificates) shall be initially evidenced
      by one or more Certificates representing a Percentage Interest with a minimum
      dollar denomination of $25,000 and integral dollar multiples of $1 in excess
      thereof. Each Class of Residual Certificates will be issued in registered,
      certificated form in minimum denominations of a 20% Percentage Interest except
      in the case of one of each of the Class R-I Certificates and Class R-II
      Certificates. Provided however, that one Certificate of each such Class of
      Certificates may be in a different denomination so that the sum of the
      denominations of all outstanding Certificates of such Class shall equal the
      Certificate Principal Balance or Notional Amount of such Class on the Closing
      Date.

     

    The
      Certificates shall be executed on behalf of the Trust by manual or facsimile
      signature on behalf of the Trustee by a Responsible Officer. Certificates
      bearing the manual or facsimile signatures of individuals who were, at the
      time
      when such signatures were affixed, authorized to sign on behalf of the Trustee
      shall bind the Trust, notwithstanding that such individuals or any of them
      have
      ceased to be so authorized prior to the authentication and delivery of such
      Certificates or did not hold such offices at the date of such Certificate.
      No
      Certificate shall be entitled to any benefit under this Agreement or be valid
      for any purpose, unless such Certificate shall have been manually authenticated
      by the Trustee substantially in the form provided for herein, and such
      authentication upon any Certificate shall be conclusive evidence, and the only
      evidence, that such Certificate has been duly authenticated and delivered
      hereunder. All Certificates shall be dated the date of their authentication.
      Subject to Section 5.02(c), the Certificates, other than the Class R, Class
      B-4,
      Class B-5 and Class B-6 Certificates, shall be Book-Entry
      Certificates.

     

    
      	
            	
              Section
                5.02

            	
              Registration
                of Transfer and Exchange of
                Certificates.

            


    

     

    (a)           The
      Certificate Registrar shall cause to be kept at the Corporate Trust Office
      a
      Certificate Register in which, subject to such reasonable regulations as it
      may
      prescribe, the Certificate Registrar shall provide for the registration of
      Certificates and of transfers and exchanges of Certificates as herein provided.
      The Trustee shall initially serve as Certificate Registrar for the purpose
      of
      registering Certificates and transfers and exchanges of Certificates as herein
      provided.

     

    Upon
      surrender for registration of transfer of any Certificate at any office or
      agency of the Certificate Registrar maintained for such purpose pursuant to
      the
      foregoing paragraph and, in the case of a Class R Certificate, upon satisfaction
      of the conditions set forth below, the Trustee on behalf of the Trust shall
      execute, authenticate and deliver, in the name of the designated transferee
      or
      transferees, one or more new Certificates of the same aggregate Percentage
      Interest.

     

    At
      the
      option of the Certificateholders, Certificates may be exchanged for other
      Certificates in authorized denominations and the same aggregate Percentage
      Interests, upon surrender of the Certificates to be exchanged at any such office
      or agency. Whenever any Certificates are so surrendered for exchange, the
      Trustee shall execute on behalf of the Trust and authenticate and deliver the
      Certificates which the Certificateholder making the exchange is entitled to
      receive. Every Certificate presented or surrendered for registration of transfer
      or exchange shall (if so required by the Trustee or the Certificate Registrar)
      be duly endorsed by, or be accompanied by a written instrument of transfer
      satisfactory to the Trustee and the Certificate Registrar duly executed by,
      the
      Holder thereof or his attorney duly authorized in writing.

     

    (b)           Except
      as provided in paragraphs (c) and (d) below, the Book-Entry Certificates shall
      at all times remain registered in the name of the Depository or its nominee
      and
      at all times: (i) registration of such Certificates may not be transferred
      by
      the Trustee except to another Depository; (ii) the Depository shall maintain
      book-entry records with respect to the Certificate Owners and with respect
      to
      ownership and transfers of such Certificates; (iii) ownership and transfers
      of
      registration of such Certificates on the books of the Depository shall be
      governed by applicable rules established by the Depository; (iv) the Depository
      may collect its usual and customary fees, charges and expenses from its
      Depository Participants; (v) the Trustee shall for all purposes deal with the
      Depository as representative of the Certificate Owners of the Certificates
      for
      purposes of exercising the rights of Holders under this Agreement, and requests
      and directions for and votes of such representative shall not be deemed to
      be
      inconsistent if they are made with respect to different Certificate Owners;
      (vi)
      the Trustee may rely and shall be fully protected in relying upon information
      furnished by the Depository with respect to its Depository Participants and
      furnished by the Depository Participants with respect to indirect participating
      firms and Persons shown on the books of such indirect participating firms as
      direct or indirect Certificate Owners; and (vii) the direct participants of
      the
      Depository shall have no rights under this Agreement under or with respect
      to
      any of the Certificates held on their behalf by the Depository, and the
      Depository may be treated by the Trustee and its agents, employees, officers
      and
      directors as the absolute owner of the Certificates for all purposes
      whatsoever.

     

    All
      transfers by Certificate Owners of Book-Entry Certificates shall be made in
      accordance with the procedures established by the Depository Participant or
      brokerage firm representing such Certificate Owners. Each Depository Participant
      shall only transfer Book-Entry Certificates of Certificate Owners that it
      represents or of brokerage firms for which it acts as agent in accordance with
      the Depository’s normal procedures. The parties hereto are hereby authorized to
      execute Letters of Representations with the Depository or take such other action
      as may be necessary or desirable to register a Book-Entry Certificate to the
      Depository. In the event of any conflict between the terms of any such Letter
      of
      Representation and this Agreement, the terms of this Agreement shall
      control.

     

    (c)           If
      (i)(x) the Depository or the Depositor advises the Trustee in writing that
      the
      Depository is no longer willing or able to discharge properly its
      responsibilities as Depository and (y) the Trustee or the Depositor is unable
      to
      locate a qualified successor, (ii) the Depositor, at its sole option, with
      the
      consent of the Depository Participants and the Trustee, elects to terminate
      the
      book-entry system through the Depository (with respect to some or all of the
      Book-Entry Certificates) or (iii) after the occurrence of a Master Servicer
      Event of Termination, the Certificate Owners of each Class of Book-Entry
      Certificates representing Percentage Interests of such Classes aggregating
      not
      less than 51% advises the Trustee and the Depository Participants in writing
      that the continuation of a book-entry system through the Depository to the
      exclusion of definitive, fully registered certificates (the “Definitive
      Certificates”) to Certificate Owners is no longer in the best interests of the
      Certificate Owners. Upon surrender to the Certificate Registrar of the
      Book-Entry Certificates by the Depository, accompanied by registration
      instructions from the Depository for registration, the Trustee shall, at the
      Depositor’s expense, in the case of (ii) above, or the related Seller’s expense,
      in the case of (i) and (iii) above, execute on behalf of the Trust and
      authenticate the Definitive Certificates.

     

    In
      addition, if a Master Servicer Event of Termination has occurred and is
      continuing, each Certificate Owner materially adversely affected thereby may
      at
      its option request a Definitive Certificate evidencing such Certificate Owner’s
      Percentage Interest in the related Class of Certificates. In order to make
      such
      request, such Certificate Owner shall, subject to the rules and procedures
      of
      the Depository, provide the Depository or the related Depository Participant
      with directions for the Trustee to exchange or cause the exchange of the
      Certificate Owner’s interest in such Class of Certificates for an equivalent
      Percentage Interest in fully registered definitive form. Upon receipt by the
      Trustee of instruction from the Depository directing the Trustee to effect
      such
      exchange (such instructions to contain information regarding the Class of
      Certificates and the Certificate Principal Balance being exchanged, the
      Depository Participant account to be debited with the decrease, the registered
      holder of and delivery instructions for the Definitive Certificates and any
      other information reasonable required by the Trustee), (i) the Trustee shall
      instruct the Depository to reduce the related Depository Participant’s account
      by the aggregate Certificate Principal Balance of the Definitive Certificates,
      (ii) the Trustee shall execute, authenticate and deliver, in accordance with
      the
      registration and delivery instructions provided by the Depository, a Definitive
      Certificate evidencing such Certificate Owner’s Percentage Interest in such
      Class of Certificates and (iii) the Trustee shall execute and authenticate
      a new
      Book-Entry Certificate reflecting the reduction in the aggregate Certificate
      Principal Balance of such Class of Certificates by the amount of the Definitive
      Certificates.

     

    Neither
      the Depositor nor the Trustee shall be liable for any delay in delivery of
      any
      instruction required under this section and may conclusively rely on, and shall
      be protected in relying on, such instructions. Upon the issuance of Definitive
      Certificates, the Trustee, the Certificate Registrar, the Master Servicer,
      any
      Paying Agent and the Depositor shall recognize the Holders of the Definitive
      Certificates as Certificateholders hereunder.

     

    (d)           No
      transfer, sale, pledge or other disposition of any Private Certificate shall
      be
      made unless such disposition is exempt from the registration requirements of
      the
      Securities Act of 1933, as amended (the “1933 Act”), and any applicable state
      securities laws or is made in accordance with the 1933 Act and
      laws.

     

    (i)           In
      the event of any such transfer, (A) if such transfer is made in reliance upon
      Rule 144A under the 1933 Act, the Trustee shall require the transferor to
      execute a transferor certificate in substantially the form attached hereto
      as
      Exhibit F-2 and the transferee to execute an investment letter in substantially
      the form attached hereto as Exhibit F-1, or (B) (1) (x) if such transfer is
      made
      to an institutional “accredited investor” within the meaning of within the
      meaning of Rule 501(a)(1), (2), (3) or (7) promulgated pursuant to the 1933
      Act
      (in the case of a Class A-4, Class B-1, Class B-2, Class B-4 or Class B-5
      Certificate) or (y) if such transfer is made to an “accredited investor” within
      the meaning of Rule 501(a) promulgated pursuant to the 1933 Act (in the case
      of
      a Class B-6 Certificate), the Trustee shall require the transferor to execute
      a
      transferor certificate (in substantially the form attached hereto as Exhibit
      F-2) and the transferee to execute an investment letter (in substantially the
      form attached hereto as Exhibit F-3) acceptable to and in form and substance
      reasonably satisfactory to the Depositor and the Trustee certifying to the
      Depositor and the Trustee the facts surrounding such transfer, which investment
      letter shall not be an expense of the Trustee or the Depositor and (2) the
      Trustee and the Depositor shall require a written Opinion of Counsel (which
      may
      be in-house counsel) acceptable to and in form and substance reasonably
      satisfactory to the Trustee and the Depositor that such transfer may be made
      pursuant to an exemption, describing the applicable exemption and the basis
      therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which
      Opinion of Counsel shall not be an expense of the Trustee or the Depositor.
      The
      Holder of a Private Certificate desiring to effect such transfer shall, and
      does
      hereby agree to, indemnify the Trustee and the Depositor against any liability
      that may result if the transfer is not so exempt or is not made in accordance
      with such federal and state laws.

     

    (ii)           If
      any such transfer of a Private Certificate held by the related transferor and
      also to be held by the related transferee in the form of a Book-Entry
      Certificate is to be made without registration under the Securities Act, the
      transferor will be deemed to have made as of the transfer date each of the
      representations and warranties set forth on Exhibit F-2 hereto in respect of
      such Private Certificate and the transferee will be deemed to have made as
      of
      the transfer date each of the representations and warranties set forth on
      Exhibit F-1 hereto in respect of such Private Certificate.

     

    (iii)           No
      transfer of any Private Certificate that is a Book-Entry Certificate or interest
      therein shall be made by any related Certificate Owner except (A) in the manner
      set forth in clause (ii) above and in reliance on Rule 144A under the 1933
      Act
      to a “qualified institutional buyer” that is acquiring such Book-Entry
      Certificate for its own account or for the account of another “qualified
      institutional buyer” or (B) in the manner set forth in clause (i) above and in
      the form of a Definitive Certificate.

     

    If
      any
      Certificate Owner that is required under this Section 5.02(d) to transfer its
      Book-Entry Certificates in the form of Definitive Certificates, (i) notifies
      the
      Trustee of such transfer or exchange and (ii) transfers such Book-Entry
      Certificates to the Trustee, in its capacity as such, through the book-entry
      facilities of the Depository, then the Trustee shall decrease the balance of
      such Book-Entry Certificates or, the Trustee shall use reasonable efforts to
      cause the surrender to the Certificate Registrar of such Book-Entry Certificates
      by the Depository, and thereupon, the Trustee shall execute, authenticate and
      deliver to such Certificate Owner or its designee one or more Definitive
      Certificates in authorized denominations and with a like aggregate principal
      amount.

     

    Subject
      to the provisions of this Section 5.02(d) governing registration of transfer
      and
      exchange, Private Certificates (i) held as Definitive Certificates may be
      transferred in the form of Book-Entry Certificates in reliance on Rule 144A
      under the 1933 Act to one or more “qualified institutional buyers” that are
      acquiring such Definitive Certificates for their own accounts or for the
      accounts of other “qualified institutional buyers” and (ii) held as Definitive
      Certificates by a “qualified institutional buyer” for its own account or for the
      account of another “qualified institutional buyer” may be exchanged for
      Book-Entry Certificates, in each case upon surrender of such Private
      Certificates for registration of transfer or exchange at the offices of the
      Trustee maintained for such purpose. Whenever any such Private Certificates
      are
      so surrendered for transfer or exchange, either the Trustee shall increase
      the
      balance of the related Book-Entry Certificates or the Trustee shall execute,
      authenticate and deliver the Book-Entry Certificates for which such Private
      Certificates were transferred or exchanged, as necessary and appropriate. No
      Holder of Definitive Certificates other than a “qualified institutional buyer”
holding such Certificates for its own account or for the account of another
      “qualified institutional buyer” may exchange such Private Certificates for
      Book-Entry Certificates. Further, any Certificate Owner of a Book-Entry
      Certificate other than any such “qualified institutional buyers” shall notify
      the Trustee of its status as such and shall transfer such Book-Entry Certificate
      to the Trustee, through the book-entry facilities of the Depository, whereupon,
      and also upon surrender to the Trustee of such Book-Entry Certificate by the
      Depository, (which surrender the Trustee shall use reasonable efforts to cause
      to occur), the Trustee shall execute, authenticate and deliver to such
      Certificate Owner or such Certificate Owner’s nominee one or more Definitive
      Certificates in authorized denominations and with a like aggregate principal
      amount.

     

    (e)           No
      purchase or transfer of an ERISA-Restricted Certificate shall be made unless
      the
      Trustee shall have received (i) a representation from the transferee of such
      Certificate, acceptable to and in form and substance satisfactory to the Trustee
      and the Depositor, (such requirement is satisfied only by the Trustee’s receipt
      of a representation letter from the transferee (in the case of a Class B-4,
      Class B-5 or Class B-6 Certificate) substantially in the form of Exhibit G-1
      hereto or receipt of a representation from the transferee (in the case of a
      Class R Certificate) substantially in the form of paragraph (xvii) of Exhibit
      F-4, as appropriate), to the effect that either (a) such transferee is not
      an
      employee benefit plan subject to Section 406 of ERISA or a plan or arrangement
      subject to Section 4975 of the Code, nor a person acting on behalf of any such
      plan or arrangement nor using the assets of any such plan or arrangement to
      effect such transfer (each, a “Plan Investor”) or (b) in the case of a Class
      B-4, Class B-5 or Class B-6 Certificate, the purchase of such Certificate by
      or
      on behalf of such Plan Investor is permissible under applicable law, will not
      subject the Depositor, the Trustee or the Master Servicer to any obligation
      in
      addition to those undertaken in the Agreement and the following conditions
      are
      satisfied: (I) the transferee is an insurance company, (II) the source of funds
      used to purchase such Certificates is an “insurance company general account” (as
      such term is defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60)
      and (III) the conditions set forth in Section III of PTCE 95-60 and all other
      applicable conditions of PTCE 95-60 have been satisfied and as a result the
      acquisition and holding of such Certificates will not constitute or result
      in a
      non-exempt prohibited transaction under ERISA or Section 4975 of the Code or
      (ii) in the case of any such ERISA-Restricted Certificate presented for
      registration in the name of a Plan Investor, an Opinion of Counsel addressed
      to
      the Depositor, the Trustee and the Master Servicer, satisfactory to such
      entities, which Opinion of Counsel shall not be an expense of such entities,
      to
      the effect that the purchase or holding of such ERISA-Restricted Certificate
      is
      permissible under applicable law, will not result in a non-exempt prohibited
      transaction provisions of ERISA or Section 4975 of the Code and will not subject
      the Trustee, the Master Servicer or the Depositor to any obligation or liability
      in addition to those expressly undertaken in this Agreement. Notwithstanding
      anything else to the contrary herein, any purported transfer of an
      ERISA-Restricted Certificate to or on behalf of an employee benefit plan subject
      to ERISA or to Section 4975 of the Code without the delivery to the Trustee
      of
      either a representation in the form of Exhibit G-1 (in the case of a Class
      B-4,
      Class B-5 or Class B-6 Certificate) or paragraph (xvii) of Exhibit F-4 (in
      the
      case of a Class R Certificate) hereto or an Opinion of Counsel as described
      above shall be void and of no effect.

     

    Any
      Holder of a Class A, Class B-1, Class B-2 or Class B-3 Certificate or any
      interest therein that is a Definitive Certificate shall represent in the form
      of
      Exhibit G-2 with respect to such Certificates, that either (i) such Holder
      is
      not a Plan Investor or (ii) such Holder is an “accredited investor” within the
      meaning of Rule 501(a) promulgated pursuant to the 1933 Act. Any Holder of
      a
      Class A, Class B-1, Class B-2 or Class B-3 Certificate or any interest therein
      that is a Book-Entry Certificate shall be deemed to have made the
      representations described in the preceding sentence.

     

    If
      any
      Book-Entry Certificate (or any interest therein) is acquired or held in
      violation of the provisions of Section 5.02(e) above, then the last preceding
      Transferee that either (i) is not a Plan Investor or (ii) is in compliance
      with
      Section 5.02(e)(i)(b) shall be restored, to the extent permitted by law, to
      all
      rights and obligations as Certificate Owner thereof retroactive to the date
      of
      such Transfer of such Certificate. The Trustee shall be under no liability
      to
      any Person for making any payments due on such Certificate to such preceding
      Transferee.

     

    Any
      purported Certificate Owner whose acquisition or holding of any Book-Entry
      Certificate (or interest therein) was effected in violation of the restrictions
      in this Section 5.02(e) shall indemnify and hold harmless the Depositor, the
      Trustee, the Master Servicer and the Trust Fund from and against any and all
      liabilities, claims, costs or expenses incurred by such parties as a result
      of
      such acquisition or holding.

     

    (f)           Each
      Person who has or who acquires any Ownership Interest in a Class R Certificate
      shall be deemed by the acceptance or acquisition of such Ownership Interest
      to
      have agreed to be bound by the following provisions and to have irrevocably
      appointed the Depositor or its designee as its attorney-in-fact to negotiate
      the
      terms of any mandatory sale under clause (v) below and to execute all
      instruments of transfer and to do all other things necessary in connection
      with
      any such sale, and the rights of each Person acquiring any Ownership Interest
      in
      a Class R Certificate are expressly subject to the following
      provisions:

     

    (i)           Each
      Person holding or acquiring any Ownership Interest in a Class R Certificate
      shall be a Permitted Transferee and shall promptly notify the Trustee of any
      change or impending change in its status as a Permitted Transferee.

     

    (ii)           No
      Person shall acquire an Ownership Interest in a Class R Certificate unless
      such
      Ownership Interest is a pro rata undivided interest.

     

    (iii)           In
      connection with any proposed transfer of any Ownership Interest in a Class
      R
      Certificate, the Trustee shall as a condition to registration of the transfer,
      require delivery to it, in form and substance satisfactory to it, of each of
      the
      following:

     

    A.           an
      affidavit in the form of Exhibit F-4 hereto from the proposed transferee to
      the
      effect that such transferee is a Permitted Transferee and that it is not
      acquiring its Ownership Interest in the Class R Certificate that is the subject
      of the proposed transfer as a nominee, trustee or agent for any Person who
      is
      not a Permitted Transferee; and

     

    B.           covenant
      of the proposed transferee to the effect that the proposed transferee agrees
      to
      be bound by and to abide by the transfer restrictions applicable to the Class
      R
      Certificates.

     

    (iv)           Any
      attempted or purported transfer of any Ownership Interest in a Class R
      Certificate in violation of the provisions of this Section shall be absolutely
      null and void and shall vest no rights in the purported transferee. If any
      purported transferee shall, in violation of the provisions of this Section,
      become a Holder of a Class R Certificate, then the prior Holder of such Class
      R
      Certificate that is a Permitted Transferee shall, upon discovery that the
      registration of transfer of such Class R Certificate was not in fact permitted
      by this Section, be restored to all rights as Holder thereof retroactive to
      the
      date of registration of transfer of such Class R Certificate. The Trustee shall
      be under no liability to any Person for any registration of transfer of a Class
      R Certificate that is in fact not permitted by this Section or for malting
      any
      distributions due on such Class R Certificate to the Holder thereof or tatting
      any other action with respect to such Holder under the provisions of this
      Agreement so long as the Trustee received the documents specified in clause
      (iii). The Trustee shall be entitled to recover from any Holder of a Class
      R
      Certificate that was in fact not a Permitted Transferee at the time such
      distributions were made all distributions made on such Class R Certificate.
      Any
      such distributions so recovered by the Trustee shall be distributed and
      delivered by the Trustee to the prior Holder of such Class R Certificate that
      is
      a Permitted Transferee.

     

    (v)           If
      any Person other than a Permitted Transferee acquires any Ownership Interest
      in
      a Class R Certificate in violation of the restrictions in this Section, then
      the
      Trustee shall have the right but not the obligation, without notice to the
      Holder of such Class R Certificate or any other Person having an Ownership
      Interest therein, to notify the Depositor to arrange for the sale of such Class
      R Certificate. The proceeds of such sale, net of commissions (which may include
      commissions payable to the Depositor or its affiliates in connection with such
      sale), expenses and taxes due, if any, will be remitted by the Trustee to the
      previous Holder of such Class R Certificate that is a Permitted Transferee,
      except that in the event that the Trustee determines that the Holder of such
      Class R Certificate may be liable for any amount due under this Section or
      any
      other provisions of this Agreement, the Trustee may withhold a corresponding
      amount from such remittance as security for such claim. The terms and conditions
      of any sale under this clause (v) shall be determined in the sole discretion
      of
      the Trustee and it shall not be liable to any Person having an Ownership
      Interest in a Class R Certificate as a result of its exercise of such
      discretion.

     

    (vi)           If
      any Person other than a Permitted Transferee acquires any Ownership Interest
      in
      a Class R Certificate in violation of the restrictions in this Section, then
      the
      Trustee upon receipt of reasonable compensation will provide to the Internal
      Revenue Service, and to the persons specified in Sections 860E(e)(3) and (6)
      of
      the Code, information needed to compute the tax imposed under Section 860E(e)(5)
      of the Code on transfers of residual interests to disqualified
      organizations.

     

    The
      foregoing provisions of this Section shall cease to apply to transfers occurring
      on or after the date on which there shall have been delivered to the Trustee,
      in
      form and substance satisfactory to the Trustee, (i) written notification from
      the Rating Agency that the removal of the restrictions on Transfer set forth
      in
      this Section will not cause such Rating Agency to downgrade its rating of the
      Certificates and (ii) an Opinion of Counsel to the effect that such removal
      will
      not cause any REMIC hereunder to fail to qualify as a REMIC.

     

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

     

    All
      Certificates surrendered for registration of transfer or exchange shall be
      cancelled by the Certificate Registrar and disposed of pursuant to its standard
      procedures.

     

    
      	
            	
              Section
                5.03

            	
              Mutilated.
                Destroyed. Lost or Stolen
                Certificates.

            


    

     

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

     

    
      	
            	
              Section
                5.04

            	
              Persons
                Deemed Owners.

            


    

     

    The
      Master Servicer, the Depositor, the Trustee, the Certificate Registrar, any
      Paying Agent and any agent of the Master Servicer, the Depositor, the
      Certificate Registrar, any Paying Agent or the Trustee may treat the Person,
      including a Depository, in whose name any Certificate is registered as the
      owner
      of such Certificate for the purpose of receiving distributions pursuant to
      Section 4.01 and for all other purposes whatsoever, and none of the Master
      Servicer, the Trust, the Trustee nor any agent of any of them shall be affected
      by notice to the contrary.

     

    To
      the
      extent the Trustee, Certificate Registrar or any Paying Agent is required
      pursuant to this Agreement to determine the identity of the beneficial owner
      of
      a Book-Entry Certificate, any costs assessed by the Depository in making such
      determination shall be an expense of the party making such request, but in
      no
      event shall such cost be an expense of the Trust Fund.

     

    
      	
            	
              Section
                5.05

            	
              Appointment
                of Paying Agent.

            


    

     

    (a)           The
      Paying Agent shall make distributions to Certificateholders from the
      Distribution Account pursuant to Section 4.01 and shall report the amounts
      of
      such distributions to the Trustee. The duties of the Paying Agent may include
      the obligation (i) to withdraw funds from the Distribution Account pursuant
      to
      Sections 3.10 and 3.11 and for the purpose of making the distributions referred
      to above and (ii) to distribute statements and provide information to
      Certificateholders as required hereunder. The Paying Agent hereunder shall
      at
      all times be an entity duly incorporated and validly existing under the laws
      of
      the United States of America or any state thereof, authorized under such laws
      to
      exercise corporate trust powers and subject to supervision or examination by
      federal or state authorities. The Paying Agent shall initially be the Trustee.
      The Trustee may appoint a successor to act as Paying Agent, which appointment
      shall be reasonably satisfactory to the Depositor and the Rating
      Agency.

     

    (b)           The
      Trustee shall cause the Paying Agent (if other than the Trustee) to execute
      and
      deliver to the Trustee an instrument in which such Paying Agent shall agree
      with
      the Trustee that such Paying Agent shall hold all sums, if any, held by it
      for
      payment to the Certificateholders in trust for the benefit of the
      Certificateholders entitled thereto until such sums shall be paid to such
      Certificateholders and shall agree that it shall comply with all requirements
      of
      the Code regarding the withholding of payments in respect of Federal income
      taxes due from Certificate Owners and otherwise comply with the provisions
      of
      this Agreement applicable to it.

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    ARTICLE
      VI

     

    THE
      MASTER SERVICER AND THE DEPOSITOR

     

    
      	
            	
              Section
                6.01

            	
              Liability
                of the Master Servicer and the
                Depositor.

            


    

     

    The
      Master Servicer shall be liable in accordance herewith only to the extent of
      the
      obligations specifically imposed upon and undertaken by the Master Servicer,
      as
      the case may be, herein. The Depositor shall be liable in accordance herewith
      only to the extent of the obligations specifically imposed upon and undertaken
      by the Depositor.

     

    
      	
            	
              Section
                6.02

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

            


    

     

    Any
      entity into which the Master Servicer or Depositor may be merged or
      consolidated, or any entity resulting from any merger, conversion or
      consolidation to which the Master Servicer or the Depositor shall be a party,
      or
      any corporation succeeding to the business of the Master Servicer or the
      Depositor, shall be the successor of the Master Servicer or the Depositor,
      as
      the case may be, hereunder, without the execution or filing of any paper or
      any
      further act on the part of any of the parties hereto, anything herein to the
      contrary notwithstanding; provided, however, that the successor master servicer
      shall satisfy all the requirements of Section 7.02 with respect to the
      qualifications of a successor master servicer. In addition, the Master Servicer
      may assign the servicing rights with respect to any Mortgage Loans to a third
      party, provided that any such third party shall be an entity that satisfies
      all
      the requirements of Section 7.02 that would be applicable to a successor master
      servicer.

     

    
      	
            	
              Section
                6.03

            	
              Limitation
                on Liability of the Master Servicer and
                Others.

            


    

     

    Neither
      the Master Servicer nor any of the directors or officers or employees or agents
      of the Master Servicer shall be under any liability to the Trust or the
      Certificateholders for any action taken or for refraining from the taking of
      any
      action by the Master Servicer in good faith pursuant to this Agreement, or
      for
      errors in judgment; provided, however, that this provision shall not protect
      the
      Master Servicer or any such Person against any liability which would otherwise
      be imposed by reason of its willful misfeasance, bad faith or negligence in
      the
      performance of duties of the Master Servicer or by reason of its reckless
      disregard of its obligations and duties of the Master Servicer hereunder;
      provided, further, that this provision shall not be construed to entitle the
      Master Servicer to indemnity in the event that amounts advanced by the Master
      Servicer to retire any senior lien exceed Liquidation Proceeds (in excess of
      related liquidation expenses) realized with respect to the related Mortgage
      Loan. The Master Servicer and any director or officer or employee or agent
      of
      the Master Servicer may rely in good faith on any document of any kind prima
      facie properly executed and submitted by any Person respecting any matters
      arising hereunder. The Master Servicer and any director or officer or employee
      or agent of the Master Servicer shall be indemnified by the Trust and held
      harmless against any loss, liability or expense incurred in connection with
      any
      legal action relating to this Agreement or the Certificates, other than any
      loss, liability or expense related to any specific Mortgage Loan or Mortgage
      Loans (except as any such loss, liability or expense shall be otherwise
      reimbursable pursuant to this Agreement) and any loss, liability or expense
      incurred by reason of its willful misfeasance, bad faith or negligence in the
      performance of duties hereunder or by reason of its reckless disregard of
      obligations and duties hereunder. The Master Servicer may undertake any such
      action which it may deem necessary or desirable in respect of this Agreement,
      and the rights and duties of the parties hereto and the interests of the
      Certificateholders hereunder. In such event, the reasonable legal expenses
      and
      costs of such action and any liability resulting therefrom shall be expenses,
      costs and liabilities of the Trust and the Master Servicer shall be entitled
      to
      be reimbursed therefor only pursuant to Section 3.11. The Master Servicer’s
      right to indemnity or reimbursement pursuant to this Section shall survive
      any
      resignation or termination of the Master Servicer pursuant to Section 6.04
      or
      7.01 with respect to any losses, expenses, costs or liabilities arising prior
      to
      such resignation or termination (or arising from events that occurred prior
      to
      such resignation or termination). This paragraph shall apply to the Master
      Servicer solely in its capacity as Master Servicer hereunder and in no other
      capacities.

     

    
      	
            	
              Section
                6.04

            	
              Master
                Servicer Not to Resign.

            


    

     

    Subject
      to the provisions of Section 7.01 and Section 6.02, the Master Servicer shall
      not resign from the obligations and duties hereby imposed on it except (i)
      upon
      determination that the performance of its obligations or duties hereunder are
      no
      longer permissible under applicable law or are in material conflict by reason
      of
      applicable law with any other activities carried on by it or its subsidiaries
      or
      Affiliates, the other activities of the Master Servicer so causing such a
      conflict being of a type and nature carried on by the Master Servicer or its
      subsidiaries or Affiliates at the date of this Agreement or (ii) upon
      satisfaction of the following condition: the Rating Agency shall have delivered
      a letter to the Trustee prior to the appointment of the successor master
      servicer stating that the proposed appointment of such successor master servicer
      as Master Servicer hereunder will not result in the reduction or withdrawal
      of
      the then current rating of the Regular Certificates or the ratings that are
      in
      effect; provided, however, that no such resignation by the Master Servicer
      shall
      become effective until such successor master servicer or, in the case of (i)
      above, the Trustee shall have assumed the Master Servicer’s responsibilities and
      obligations hereunder or the Trustee shall have designated a successor master
      servicer in accordance with Section 7.02. Any such resignation shall not relieve
      the Master Servicer of responsibility for any of the obligations specified
      in
      Sections 7.01 and 7.02 as obligations that survive the resignation or
      termination of the Master Servicer. Any such determination permitting the
      resignation of the Master Servicer shall be evidenced by an Opinion of Counsel
      to such effect delivered to the Trustee.

     

    
      	
            	
              Section
                6.05

            	
              Delegation
                of Duties.

            


    

     

    In
      the
      ordinary course of business, the Master Servicer at any time may delegate any
      of
      its duties hereunder to any Person, including any of its Affiliates, who agrees
      to conduct such duties in accordance with standards comparable to those set
      forth in Section 3.01, including entering into Sub-Servicing Agreements with
      Sub-Servicers, for the servicing and administration of the Mortgage Loans,
      in
      accordance with the provisions of Section 3.02. Such delegation shall not
      relieve the Master Servicer of its liabilities and responsibilities with respect
      to such duties and shall not constitute a resignation within the meaning of
      Section 6.04. The Master Servicer shall provide the Trustee and the Rating
      Agency with 60 days prior written notice prior to the delegation of any of
      its
      duties to any Person other than any of the Master Servicer’s Affiliates or their
      respective successors and assigns.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    ARTICLE
      VII

     

    DEFAULT

     

    
      	
            	
              Section
                7.01

            	
              Master
                Servicer Events of Termination.

            


    

     

    (a)           If
      any one of the following events (“Master Servicer Events of Termination’ ) shall
      occur and be continuing:

     

    (i)           (A)
      The failure by the Master Servicer to make any Advance (other than a
      Nonrecoverable Advance); or (B) any other failure by the Master Servicer to
      deposit in the Collection Account or Distribution Account any deposit required
      to be made under the terms of this Agreement which continues unremedied for
      a
      period of (i) one Business Day in the case of any such Advance that was required
      to be remitted to the Trustee or (ii) five Business Days in the case of any
      such
      deposit that was required to be remitted to the Trustee, provided, that, if
      the
      Master Servicer cures such failure within the applicable grace period, the
      amounts remitted shall include interest calculated at the applicable federal
      funds rate; or

     

    (ii)           The
      failure by the Master Servicer duly to observe or perform, in any material
      respect, any other covenants, obligations or agreements of the Master Servicer
      as set forth in this Agreement, which failure continues unremedied for a period
      of 30 days, after the date (A) on which written notice of such failure,
      requiring the same to be remedied, shall have been given to the Master Servicer
      by the Trustee or by any Holder of a Regular Certificate evidencing at least
      25%
      of the Voting Rights or (B) actual knowledge of such failure by a Servicing
      Officer of the Master Servicer; or

     

    (iii)           The
      entry against the Master Servicer of a decree or order by a court or agency
      or
      supervisory authority having jurisdiction in the premises for the appointment
      of
      a trustee, conservator, receiver or liquidator in any insolvency,
      conservatorship, receivership, readjustment of debt, marshalling of assets
      and
      liabilities or similar proceedings, or for the winding up or liquidation of
      its
      affairs, and the continuance of any such decree or order unstayed and in effect
      for a period of 60 days; or

     

    (iv)           The
      Master Servicer shall voluntarily go into liquidation, consent to the
      appointment of a conservator or receiver or liquidator or similar person in
      any
      insolvency, readjustment of debt, marshalling of assets and liabilities or
      similar proceedings of or relating to the Master Servicer or of or relating
      to
      all or substantially all of its property; or a decree or order of a court or
      agency or supervisory authority having jurisdiction in the premises for the
      appointment of a conservator, receiver, liquidator or similar person in any
      insolvency, readjustment of debt, marshalling of assets and liabilities or
      similar proceedings, or for the winding-up or liquidation of its affairs, shall
      have been entered against the Master Servicer and such decree or order shall
      have remained in force undischarged, unbonded or unstayed for a period of 60
      days; or the Master Servicer shall admit in writing its inability to pay its
      debts generally as they become due, file a petition to take advantage of any
      applicable insolvency or reorganization statute, make an assignment for the
      benefit of its creditors or voluntarily suspend payment of its
      obligations;

     

    (b)           then,
      and in each and every such case, so long as a Master Servicer Event of
      Termination shall not have been remedied within the applicable grace period,
      (x)
      with respect solely to clause (i)(A) above, if such Advance is not made by
      11:00
      A.M., New York time, on the Business Day immediately following the Master
      Servicer Remittance Date (provided the Trustee shall give the Master Servicer,
      and the Master Servicer shall have received, notice of such failure to above
      by
      5:00 P.M. New York time on the Master Servicer Remittance Date), the Trustee
      shall terminate all of the rights and obligations of the Master Servicer under
      this Agreement and the Trustee, or a successor master servicer appointed in
      accordance with Section 7.02, shall immediately make such Advance and assume,
      pursuant to the terms of Section 7.02, the duties of a successor master servicer
      and (y) in the case of (i)(B), (ii), (iii) and (iv) above, the Trustee shall,
      at
      the direction of the Holders of each Class of Regular Certificates evidencing
      Percentage Interests aggregating not less than 51%, by notice then given in
      writing to the Master Servicer (and to the Trustee if given by Holders of
      Certificates), terminate all of the rights and obligations of the Master
      Servicer as servicer under this Agreement, to the extent permitted by law,
      and
      in and to the Mortgage Loans and the proceeds thereof. Any such notice to the
      Master Servicer shall also be given to the Rating Agency and the Depositor.
      On
      or after the receipt by the Master Servicer (and by the Trustee if such notice
      is given by the Holders) of such written notice, all authority and power of
      the
      Master Servicer under this Agreement, whether with respect to the Certificates
      or the Mortgage Loans or otherwise, shall pass to and be vested in the Trustee
      or duly appointed successor master servicer pursuant to and under this Section;
      and, without limitation, the Trustee or duly appointed successor master servicer
      is hereby authorized and empowered to execute and deliver, on behalf of the
      Master Servicer, as attorney-in-fact or otherwise, any and all documents and
      other instruments, and to do or accomplish all other acts or things necessary
      or
      appropriate to effect the purposes of such notice of termination, whether to
      complete the transfer and endorsement of each Mortgage Loan and Related
      Documents or otherwise. The Master Servicer agrees to cooperate with the Trustee
      (or the applicable successor master servicer) in effecting the termination
      of
      the responsibilities and rights of the Master Servicer hereunder, including,
      without limitation, the delivery to the Trustee of all documents and records
      requested by it to enable it to assume the Master Servicer’s functions under
      this Agreement within ten Business Days subsequent to such notice, the transfer
      within one Business Day subsequent to such notice to the Trustee (or the
      applicable successor master servicer) for the administration by it of all cash
      amounts that shall at the time be held by the Master Servicer and to be
      deposited by it in the Collection Account, the Distribution Account, any REO
      Account or any Servicing Account or that have been deposited by the Master
      Servicer in such accounts or thereafter received by the Master Servicer with
      respect to the Mortgage Loans or any REO Property received by the Master
      Servicer. All Transition Costs incurred in connection with transferring the
      Mortgage Files to the successor master servicer and amending this Agreement
      to
      reflect such succession as Master Servicer pursuant to this Section shall be
      paid by the predecessor Master Servicer (or if the predecessor Master Servicer
      is the Trustee, the initial Master Servicer) or by the Trust pursuant to Section
      3.11(b)(iv) herein if the Master Servicer does not fulfill its obligations
      hereunder within 45 days of presentation of reasonable documentation of such
      costs and expenses. For purposes of this Section 7.01, the Trustee shall not
      be
      deemed to have knowledge of a Master Servicer Event of Termination 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 Termination is
      received by the Trustee and such notice references the Certificates, the Trust
      Fund or this Agreement.

     

    
      	
            	
              Section
                7.02

            	
              Trustee
                to Act; Appointment of
                Successor.

            


    

     

    (a)           Within
      90 days of the time the Master Servicer (and the Trustee, if notice is sent
      by
      the Holders) receives a notice of termination pursuant to Section 7.01 or 6.04,
      the Trustee (or such other successor master servicer as is approved in
      accordance with this Agreement) shall be the successor in all respects to the
      Master Servicer in its capacity as servicer under this Agreement and the
      transactions set forth or provided for herein and shall be subject to all the
      responsibilities, duties and liabilities relating thereto placed on the Master
      Servicer by the terms and provisions hereof arising on and after its succession;
      provided, however, that if the Trustee is prohibited by law or regulation from
      obligating itself to make advances regarding delinquent mortgage loans, then
      the
      Trustee shall not be obligated to make Advances pursuant to Section 4.06; and
      provided further, it is understood and acknowledged that by the parties hereto
      that there will be a period of transition (not to exceed 90 days) before the
      transfer of servicing obligations is fully effected and that the Trustee (i)
      shall be under no obligation to purchase any Mortgage Loan, and (ii) shall
      have
      no obligation whatsoever with respect to any liability (other than advances
      deemed recoverable and not previously made) incurred by the Master Servicer
      at
      or prior to the time of termination. As compensation therefor, the Trustee
      (or
      such other successor master servicer) shall be entitled to such compensation
      as
      the Master Servicer would have been entitled to hereunder if no such notice
      of
      termination had been given. Notwithstanding the above, (i) if the Trustee is
      unwilling to act as successor master servicer or (ii) if the Trustee is legally
      unable so to act, or if the Holders of Certificates entitled to at least 51%
      of
      the Voting Rights so request in writing to the Trustee, the Trustee shall
      appoint or petition a court of competent jurisdiction to appoint, any
      established housing and home finance institution, bank or other mortgage loan
      or
      home equity loan servicer having a net worth of not less than $50,000,000 as
      the
      successor to the Master Servicer hereunder in the assumption of all or any
      part
      of the responsibilities, duties or liabilities of the Master Servicer hereunder,
      provided, that the appointment of any such successor master servicer will not
      result in the qualification, reduction or withdrawal of the ratings assigned
      to
      the Certificates or the ratings that are in effect by the Rating Agency as
      evidenced by a letter to such effect from the Rating Agency. Pending appointment
      of a successor to the Master Servicer hereunder, unless the Trustee is
      prohibited by law from so acting, the Trustee shall act in such capacity as
      herein above provided. In connection with such appointment and assumption,
      the
      successor shall be entitled to receive compensation out of payments on Mortgage
      Loans in an amount equal to the compensation which the Master Servicer would
      otherwise have received pursuant to Section 3.18 (or such other compensation
      as
      the Trustee and such successor shall agree, not to exceed the Servicing Fee).
      The appointment of a successor master servicer shall not affect any liability
      of
      the predecessor Master Servicer which may have arisen under this Agreement
      prior
      to its termination as Master Servicer to pay any deductible under an insurance
      policy pursuant to Section 3.13 or to indemnify the Trustee pursuant to Section
      8.05, nor shall any successor master servicer be liable for any acts or
      omissions of the predecessor Master Servicer or for any breach by such Master
      Servicer of any of its representations or warranties contained herein or in
      any
      related document or agreement. The Trustee and such successor shall take such
      action, consistent with this Agreement, as shall be necessary to effectuate
      any
      such succession.

     

    (b)           Any
      successor, including the Trustee, to the Master Servicer as servicer shall
      during the term of its service as master servicer continue to master service
      and
      administer the Mortgage Loans for the benefit of Certificateholders, and
      maintain in force a policy or policies of insurance covering errors and
      omissions in the performance of its obligations as Master Servicer hereunder
      and
      a Fidelity Bond in respect of its officers, employees and agents to the same
      extent as the Master Servicer is so required pursuant to Section
      3.14.

     

    (c)           In
      connection with the termination or resignation of the Master Servicer hereunder,
      either (i) the successor Master Servicer, including the Trustee if the Trustee
      is acting as successor Master Servicer, shall represent and warrant that it
      is a
      member of MERS in good standing and shall agree to comply in all material
      respects with the rules and procedures of MERS in connection with the servicing
      of the Mortgage Loans that are registered with MERS, in which case the
      predecessor Master Servicer shall cooperate with the successor Master Servicer
      in causing MERS to revise its records to reflect the transfer of servicing
      to
      the successor Master Servicer as necessary under MERS’ rules and regulations, or
      (ii) the predecessor Master Servicer shall cooperate with the successor Master
      Servicer in causing MERS to execute and deliver an assignment of Mortgage in
      recordable form to transfer the Mortgage from MERS to the Trustee and to execute
      and deliver such other notices, documents and other instruments as may be
      necessary or desirable to effect a transfer of such Mortgage Loan or servicing
      of such Mortgage Loan on the MERS® System to the successor Master Servicer. The
      predecessor Master Servicer shall file or cause to be filed any such assignment
      in the appropriate recording office. The predecessor Master Servicer shall
      bear
      any and all fees of MERS, costs of preparing any assignments of Mortgage, and
      fees and costs of filing any assignments of Mortgage that may be required under
      this subsection (c). The successor Master Servicer shall cause such assignment
      to be delivered to the Trustee promptly upon receipt of the original with
      evidence of recording thereon or a copy certified by the public recording office
      in which such assignment was recorded.

     

    
      	
            	
              Section
                7.03

            	
              Waiver
                of Master Servicer Events of
                Termination.

            


    

     

    The
      Majority Certificateholders may, on behalf of all Certificateholders, waive
      any
      events permuting removal of the Master Servicer as servicer pursuant to this
      Article VII, provided, however, that the Majority Certificateholders may not
      waive such events or a Master Servicer Event of Termination in making a required
      distribution on a Certificate without the consent of the Holder of such
      Certificate. Upon any waiver of a past default, such default shall cease to
      exist and any Master Servicer Event of Termination arising therefrom shall
      be
      deemed to have been remedied for every purpose of this Agreement. No such waiver
      shall extend to any subsequent or other default or impair any right consequent
      thereto except to the extent expressly so waived. Notice of any such waiver
      shall be given by the Trustee to the Rating Agency.

     

    
      	
            	
              Section
                7.04

            	
              Notification
                to Certificateholders.

            


    

     

    (a)           Upon
      any termination or appointment of a successor the Master Servicer pursuant
      to
      this Article VII or Section 6.04, the Trustee shall give prompt written notice
      thereof to the Certificateholders at their respective addresses appearing in
      the
      Certificate Register and each Rating Agency.

     

    (b)           No
      later than 60 days after the occurrence of any event which constitutes or which,
      with notice or a lapse of time or both, would constitute a Master Servicer
      Event
      of Termination the Trustee shall be deemed to have actual knowledge of such
      Master Servicer Event of Termination five Business Days after a Responsible
      Officer of the Trustee becomes aware of the occurrence of such an event and
      the
      Trustee shall transmit by mail to all Certificateholders notice of such
      occurrence unless such default or Master Servicer Event of Termination shall
      have been waived or cured. Such notice shall be given to the Rating Agency
      promptly after any such occurrence.

     

    
      	
            	
              Section
                7.05

            	
              Survivability
                of Master Servicer Liabilities.

            


    

     

    Notwithstanding
      anything herein to the contrary, upon termination of the Master Servicer
      hereunder, any liabilities of the Master Servicer which accrued prior to such
      termination shall survive such termination.

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    ARTICLE
      VIII

     

    THE
      TRUSTEE

     

    
      	
            	
              Section
                8.01

            	
              Duties
                of Trustee.

            


    

     

    The
      Trustee, prior to the occurrence of a Master Servicer Event of Termination
      of
      which a Responsible Officer of the Trustee shall have actual knowledge and
      after
      the curing of all Master Servicer Events of Termination which may have occurred,
      undertakes to perform such duties and only such duties as are specifically
      set
      forth in this Agreement. If a Master Servicer Event of Termination has occurred
      (which has not been cured) of which a Responsible Officer has actual knowledge,
      the Trustee shall exercise such of the rights and powers vested in it by this
      Agreement, and use the same degree of care and skill in their exercise, as
      a
      prudent person would exercise or use under the circumstances in the conduct
      of
      such person’s own affairs.

     

    As
      provided in Section 4.02 hereof, on each Distribution Date, the Trustee shall
      provide Bloomberg Financial Markets, L.P. (“Bloomberg”) CUSIP level information
      for each Class of Certificates as of such Distribution Date, using a format
      and
      media mutually acceptable to the Trustee and Bloomberg.

     

    The
      Trustee, upon receipt of all resolutions, certificates, statements, opinions,
      reports, documents, orders or other instruments furnished to the Trustee which
      are specifically required to be furnished pursuant to any provision of this
      Agreement, shall examine them to determine whether they conform to the
      requirements of this Agreement; provided, however, that the Trustee shall not
      be
      responsible for the accuracy or content of any resolution, certificate,
      statement, opinion, report, document, order or other instrument furnished by
      the
      Master Servicer, the Pledged Asset Servicer or the Depositor hereunder. If
      any
      such instrument is found not to conform in any material respect to the
      requirements of this Agreement, the Trustee shall notify the Certificateholders
      of such instrument in the event that the Trustee, after so requesting, does
      not
      receive a satisfactorily corrected instrument.

     

    The
      Trustee shall prepare and file or cause to be filed on behalf of the Trust
      Fund
      any tax return that is required with respect to the Trust Fund pursuant to
      applicable federal, state or local tax laws.

     

    The
      Trustee covenants and agrees that it shall perform its obligations hereunder
      in
      a manner so as to maintain the status of the Trust Fund as two REMICs under
      the
      REMIC Provisions and to prevent the imposition of any federal, state or local
      income, prohibited transaction, contribution or other tax on the Trust Fund
      to
      the extent that maintaining such status and avoiding such taxes are within
      the
      control of the Trustee and are within the commercially reasonable scope of
      specific responsibilities under this Agreement.

     

    No
      provision of this Agreement shall be construed to relieve the Trustee from
      liability for its own negligent action, its own negligent failure to act or
      its
      own misconduct; provided, however, that:

     

    (i)           prior
      to the occurrence of a Master Servicer Event of Termination, and after the
      curing of all such Master Servicer Events of Termination which may have
      occurred, the duties and obligations of the Trustee shall be determined solely
      by the express provisions of this Agreement, the Trustee shall not be liable
      except for the performance of such duties and obligations as are specifically
      set forth in this Agreement, no implied covenants or obligations shall be read
      into this Agreement against the Trustee and, in the absence of bad faith on
      the
      part of the Trustee, the Trustee may conclusively rely, as to the truth of
      the
      statements and the correctness of the opinions expressed therein, upon any
      certificates or opinions furnished to the Trustee and conforming to the
      requirements of this Agreement;

     

    (ii)           the
      Trustee shall not be personally liable for an error of judgment made in good
      faith by a Responsible Officer of the Trustee, unless it shall be proved by
      a
      court of competent jurisdiction that the Trustee was negligent in ascertaining
      or investigating the facts related thereto;

     

    (iii)           the
      Trustee shall not be personally liable with respect to any action taken,
      suffered or omitted to be taken by it in good faith in accordance with the
      direction of the Majority Certificateholders relating to the time, method and
      place of conducting any proceeding for any remedy available to the Trustee,
      or
      exercising or omitting to exercise any trust or power conferred upon the
      Trustee, under this Agreement; and

     

    (iv)           the
      Trustee shall not be charged with knowledge of any failure by the Master
      Servicer to comply with the obligations of the Master Servicer referred to
      in
      clauses (i) and (ii) of Section 7.01 or any Master Servicer Event of Termination
      unless a Responsible Officer of the Trustee at the Corporate Trust Office
      obtains actual knowledge of such failure or the Trustee receives written notice
      of such failure from the Master Servicer or the Majority Certificateholders.
      In
      the absence of such receipt of such notice, the Trustee may conclusively assume
      that there is no Master Servicer Event of Termination.

     

    The
      Trustee shall not be required to expend or risk its own funds or otherwise
      incur
      financial liability in the performance of any of its duties hereunder, or in
      the
      exercise of any of its rights or powers, if there is reasonable ground for
      believing that the repayment of such funds or adequate indemnity against such
      risk or liability is not reasonably assured to it, and none of the provisions
      contained in this Agreement shall in any event require the Trustee to perform,
      or be responsible for the manner of performance of, any of the obligations
      of
      the Master Servicer or Pledged Asset Servicer under this Agreement, except
      during such time, if any, as the Trustee shall be the successor to, and be
      vested with the rights, duties, powers and privileges of, the Master Servicer
      in
      accordance with the terms of this Agreement.

     

    The
      Trustee shall not complete foreclosure proceedings, or accept a deed in lieu
      of
      foreclosure, with respect to any Mortgage Loan, unless the Trustee has been
      supplied with an Opinion of Counsel to the effect that if the related Mortgaged
      Property is acquired by the Trust, such Mortgaged Property from such Mortgage
      will qualify as “foreclosure property” within the meaning of Section 860G(a)(8)
      of the Code. In the event that the Trustee acquires possession of any Mortgaged
      Property in spite of the foregoing, the Trustee shall dispose of the acquired
      Mortgaged Property as expeditiously as possible.

     

    The
      Trustee shall have no duty (A) to see any recording, filing, or depositing
      of
      this Agreement or any agreement referred to herein or any financing statement
      or
      continuation statement evidencing a security interest, or to see to the
      maintenance of any such recording or filing or depositing or to any rerecording,
      refiling or redepositing of any thereof, (B) to see to any insurance or (C)
      to
      see to the payment or discharge of any tax, assessment, or other governmental
      charge or any lien or encumbrance of any kind owing with respect to, assessed
      or
      levied against, any part of the Trust Fund other than from funds available
      in
      the Distribution Account to confirm or verify the contents of any reports or
      certificates of the Master Servicer or the Pledged Asset Servicer delivered
      to
      the Trustee pursuant to this Agreement believed by the Trustee to be genuine
      and
      to have been signed or presented by the proper party or parties.

     

    
      	
            	
              Section
                8.02

            	
              Certain
                Matters Affecting the Trustee.

            


    

     

    (a)           Except
      as otherwise provided in Section 8.01:

     

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

     

    (iii)           the
      Trustee shall be under no obligation to exercise any of the rights or powers
      vested in it by this Agreement, or to institute, conduct or defend any
      litigation hereunder or in relation hereto, at the request, order or direction
      of the Certificateholders pursuant to the provisions of this Agreement, unless
      such Certificateholders shall have offered to the Trustee reasonable security
      or
      indemnity against the costs, expenses and liabilities which may be incurred
      therein or thereby; the right of the Trustee to perform any discretionary act
      enumerated in this Agreement shall not be construed as a duty, and the Trustee
      shall not be answerable for other than its negligence or willful misconduct
      in
      the performance of any such act;

     

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

     

    (v)           prior
      to the occurrence of a Master Servicer Event of Termination and after the curing
      of all Master Servicer Events of Termination which may have occurred, the
      Trustee shall not be bound to make any investigation into the facts or matters
      stated in any resolution, certificate, statement, instrument, opinion, report,
      notice, request, consent, order, approval, bond or other paper or documents,
      unless requested in writing to do so by the Majority Certificateholder;
      provided, however, that if the payment within a reasonable time to the Trustee
      of the costs, expenses or liabilities likely to be incurred by it in the making
      of such investigation is, in the opinion of the Trustee, not reasonably assured
      to the Trustee by the security afforded to it by the terms of this Agreement,
      the Trustee may require reasonable indemnity against such cost, expense or
      liability as a condition to such proceeding. The reasonable expense of every
      such examination shall be paid by the Master Servicer or, if paid by the
      Trustee, shall be reimbursed by the Master Servicer upon demand. Nothing in
      this
      clause (v) shall derogate from the obligation of the Master Servicer to observe
      any applicable law prohibiting disclosure of information regarding the
      Mortgagors;

     

    (vi)           the
      Trustee shall not be accountable, shall have no liability and makes no
      representation as to any acts or omissions hereunder of the Master Servicer
      until such time as the Trustee may be required to act as Master Servicer
      pursuant to Section 7.02;

     

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

     

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

     

    
      	
            	
              Section
                8.03

            	
              Trustee
                Not Liable for Certificates or Mortgage
                Loans.

            


    

     

    The
      recitals contained herein and in the Certificates (other than the authentication
      of the Trustee on the Certificates) shall be taken as the statements of the
      Master Servicer, and the Trustee assumes no responsibility for the correctness
      of the same. The Trustee makes no representations as to the validity or
      sufficiency of this Agreement or of the Certificates (other than the signature
      and authentication of the Trustee on the Certificates) or of any Mortgage Loan
      or Related Document, or of MERS or the MERS® System. The Trustee shall not be
      accountable for the use or application by the Master Servicer, or for the use
      or
      application of any funds paid to the Master Servicer in respect of the Mortgage
      Loans or deposited in or withdrawn from the Collection Account by the Master
      Servicer. The Trustee shall at no time have any responsibility or liability
      for
      or with respect to the legality, validity and enforceability of any Mortgage
      or
      any Mortgage Loan, or the perfection and priority of any Mortgage or the
      maintenance of any such perfection and priority, or for or with respect to
      the
      sufficiency of the Trust or its ability to generate the payments to be
      distributed to Certificateholders under this Agreement, including, without
      limitation: the existence, condition and ownership of any Mortgaged Property;
      the existence and enforceability of any hazard insurance thereon (other than
      if
      the Trustee shall assume the duties of the Master Servicer pursuant to Section
      7.02); the validity of the assignment of any Mortgage Loan to the Trustee or
      of
      any intervening assignment; the completeness of any Mortgage Loan; the
      performance or enforcement of any Mortgage Loan (other than if the Trustee
      shall
      assume the duties of the Master Servicer pursuant to Section 7.02); the
      compliance by the Depositor or the Master Servicer with any warranty or
      representation made under this Agreement or in any related document or the
      accuracy of any such warranty or representation prior to the Trustee’s receipt
      of notice or other discovery of any noncompliance therewith or any breach
      thereof, any investment of monies by or at the direction of the Master Servicer
      or any loss resulting therefrom, it being understood that the Trustee shall
      remain responsible for any Trust property that it may hold in its individual
      capacity; the acts or omissions of any of the Master Servicer (other than if
      the
      Trustee shall assume the duties of the Master Servicer pursuant to Section
      7.02), any Sub-Servicer or any Mortgagor, any action of the Master Servicer
      (other than if the Trustee shall assume the duties of the Master Servicer
      pursuant to Section 7.02), or any Sub-Servicer taken in the name of the Trustee;
      the failure of the Master Servicer or any Sub-Servicer to act or perform any
      duties required of it as agent of the Trustee hereunder; or any action by the
      Trustee taken at the instruction of the Master Servicer (other than if the
      Trustee shall assume the duties of the Master Servicer pursuant to Section
      7.02); provided, however, that the foregoing shall not relieve the Trustee
      of
      its obligation to perform its duties under this Agreement. The Trustee shall
      have no responsibility for filing any financing or continuation statement in
      any
      public office at any time or to otherwise perfect or maintain the perfection
      of
      any security interest or lien granted to it hereunder (unless the Trustee shall
      have become the successor master servicer).

     

    
      	
            	
              Section
                8.04

            	
              Trustee
                May Own Certificates.

            


    

     

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

     

    
      	
            	
              Section
                8.05

            	
              Master
                Servicer to Pay Trustee Expenses; Trustee
                Fees.

            


    

     

    On
      each
      Distribution Date, the Trustee shall be entitled to withdraw from the
      Distribution Account as compensation hereunder the Trustee Fees. The Master
      Servicer will pay or reimburse the Trustee (or, if the Master Servicer does
      not
      fulfill its obligations hereunder, the Trust Fund will reimburse pursuant to
      Section 3.11(b)(ii) herein) within 30 days upon its request for all reasonable
      expenses, disbursements and advances incurred or made by the Trustee in
      accordance with any of the provisions of this Agreement (including the
      reasonable compensation and the expenses and disbursements of its counsel and
      of
      all persons not regularly in its employ) except any such expense, disbursement
      or advance as may arise from its negligence or bad faith or which is the
      responsibility of the Trustee hereunder. In addition, the Master Servicer
      covenants and agrees to indemnify the Trustee (or, if the Master Servicer does
      not fulfill its obligations hereunder within 30 days upon the Trustee’s request,
      the Trust Fund will indemnify pursuant to Section 3.11(b)(ii) herein) and its
      officers, directors, employees and agents from, and hold it harmless against,
      any and all losses, liabilities, damages, claims or expenses incurred in
      connection with any legal action relating to this Agreement or the Certificates,
      other than any loss, liability or expense incurred by reason of willful
      misfeasance, bad faith or negligence of the Trustee in the performance of its
      duties hereunder or by reason of the Trustee’s reckless disregard of obligations
      and duties hereunder. Anything in this Agreement to the contrary
      notwithstanding, in no event shall the Trustee be liable for special, indirect
      or consequential loss or damage of any kind whatsoever (including but not
      limited to lost profits), even if the Trustee has been advised of the likelihood
      of such loss or damage and regardless of the form of action. The Trustee and
      any
      director, officer, employee or agent of the Trustee shall be indemnified, by
      the
      Trust Fund and held harmless against any loss, liability or expense (not
      including expenses, disbursements and advances incurred or made by the Trustee,
      including the compensation and the expenses and disbursements of its agents
      and
      its counsel, in the ordinary course of the Trustee’s performance of its regular
      duties in accordance with the provisions of this Agreement) incurred by the
      Trustee or such party arising out of or in connection with the acceptance or
      administration of its duties under this Agreement, other than any loss,
      liability or expense incurred by reason of willful misfeasance, bad faith or
      negligence in the performance by the Trustee of its duties under this Agreement
      or by reason of the reckless disregard of the Trustee’s obligations and duties
      under this Agreement. This section shall survive termination of this Agreement
      or the resignation or removal of any Trustee hereunder.

     

    
      	
            	
              Section
                8.06

            	
              Eligibility
                Requirements for Trustee.

            


    

     

    The
      Trustee hereunder shall be a corporation or a national banking association,
      and
      duly organized and validly existing under the laws of the United States of
      America or any state thereof, authorized under such laws to exercise corporate
      trust powers, having a combined capital and surplus of at least $50,000,000
      and
      a minimum long-term debt rating of Baa3 by Moody’s and a short-term rating of at
      least A-1 by S&P and A by Fitch, and subject to supervision or examination
      by federal or state authority. If such entity publishes reports of condition
      at
      least annually, pursuant to law or to the requirements of the aforesaid
      supervising or examining authority, then for the purposes of this Section 8.06,
      the combined capital and surplus of such entity shall be deemed to be its
      combined capital and surplus as set forth in its most recent report of condition
      so published. The principal office of the Trustee (other than the initial
      Trustee) shall be in a state with respect to which an Opinion of Counsel has
      been delivered to such Trustee at the time such Trustee is appointed Trustee
      to
      the effect that the Trust will not be a taxable entity under the laws of such
      state. In case at any time the Trustee shall cease to be eligible in accordance
      with the provisions of this Section 8.06, the Trustee shall resign immediately
      in the manner and with the effect specified in Section 8.07.

     

    
      	
            	
              Section
                8.07

            	
              Resignation
                or Removal of Trustee.

            


    

     

    The
      Trustee may at any time resign and be discharged from the trusts hereby created
      by giving written notice thereof to the Depositor, the Master Servicer and
      the
      Rating Agency. Upon receiving such notice of resignation, the Depositor shall
      promptly appoint a successor Trustee by written instrument, in duplicate, one
      copy of which instrument shall be delivered to the resigning Trustee and one
      copy to the successor Trustee. If no successor Trustee shall have been so
      appointed and having accepted appointment within 60 days after the giving of
      such notice of resignation, the resigning Trustee may petition any court of
      competent jurisdiction for the appointment of a successor Trustee.

     

    If
      at any
      time the Trustee shall cease to be eligible in accordance with the provisions
      of
      Section 8.06 and shall fail to resign after written request therefor by the
      Depositor, or if at any time the Trustee shall be legally unable to act, or
      shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or
      of
      its property shall be appointed, or any public officer shall take charge or
      control of the Trustee or of its property or affairs for the purpose of
      rehabilitation, conservation or liquidation, then the Depositor may remove
      the
      Trustee. If the Depositor or the Master Servicer removes the Trustee under
      the
      authority of the immediately preceding sentence, the Depositor shall promptly
      appoint a successor Trustee by written instrument, in duplicate, one copy of
      which instrument shall be delivered to the Trustee so removed and one copy
      to
      the successor Trustee.

     

    The
      Majority Certificateholders may at any time remove the Trustee by written
      instrument or instruments delivered to the Master Servicer, the Depositor and
      the Trustee; the Depositor shall thereupon use its best efforts to appoint
      a
      successor Trustee in accordance with this Section.

     

    Any
      resignation or removal of the Trustee and appointment of a successor Trustee
      pursuant to any of the provisions of this Section 8.07 shall not become
      effective until acceptance of appointment by the successor Trustee as provided
      in Section 8.08.

     

    
      	
            	
              Section
                8.08

            	
              Successor
                Trustee.

            


    

     

    Any
      successor Trustee appointed as provided in Section 8.07 shall execute,
      acknowledge and deliver to the Depositor, the Rating Agency, the Master Servicer
      and to its predecessor Trustee an instrument accepting such appointment
      hereunder, and thereupon the resignation or removal of the predecessor Trustee
      shall become effective, and such successor Trustee, without any further act,
      deed or conveyance, shall become fully vested with all the rights, powers,
      duties and obligations of its predecessor hereunder, with like effect as if
      originally named as Trustee. The Depositor, the Master Servicer and the
      predecessor Trustee shall execute and deliver such instruments and do such
      other
      things as may reasonably be required for fully and certainly vesting and
      confirming in the successor Trustee all such rights, powers, duties and
      obligations.

     

    No
      successor Trustee shall accept appointment as provided in this Section 8.08
      unless at the time of such acceptance such successor Trustee shall be eligible
      under the provisions of Section 8.06 and the appointment of such successor
      Trustee shall not result in a downgrading of the Regular Certificates by the
      Rating Agency, as evidenced by a letter from the Rating Agency.

     

    Upon
      acceptance of appointment by a successor Trustee as provided in this Section
      8.08, the successor Trustee shall mail notice of the appointment of a successor
      Trustee hereunder to all Holders of Certificates at their addresses as shown
      in
      the Certificate Register and to the Rating Agency.

     

    
      	
            	
              Section
                8.09

            	
              Merger
                or Consolidation of Trustee.

            


    

     

    Any
      entity into which the Trustee may be merged or converted or with which it may
      be
      consolidated, or any entity resulting from any merger, conversion or
      consolidation to which the Trustee shall be a party, or any entity succeeding
      to
      the business of the Trustee, shall be the successor of the Trustee hereunder,
      provided such entity shall be eligible under the provisions of Section 8.06
      and
      8.08, without the execution or filing of any paper or any further act on the
      part of any of the parties hereto, anything herein to the contrary
      notwithstanding.

     

    
      	
            	
              Section
                8.10

            	
              Appointment
                of Co-Trustee or Separate
                Trustee.

            


    

     

    Notwithstanding
      any other provisions of this Agreement, at anytime, for the purpose of meeting
      any legal requirements of any jurisdiction in which any part of the Trust or
      any
      Mortgaged Property may at the time be located, the Depositor and the Trustee
      acting jointly shall have the power and shall execute and deliver all
      instruments to appoint one or more Persons approved by the Trustee to act as
      co-trustee or co-trustees, jointly with the Trustee, or separate trustee or
      separate trustees, of all or any part of the Trust, and to vest in such Person
      or Persons, in such capacity and for the benefit of the Certificateholders,
      such
      title to the Trust, or any part thereof, and, subject to the other provisions
      of
      this Section 8.10, such powers, duties, obligations, rights and trusts as the
      Master Servicer and the Trustee may consider necessary or desirable. Any such
      co-trustee or separate trustee shall be subject to the written approval of
      the
      Master Servicer. If the Master Servicer shall not have joined in such
      appointment within 15 days after the receipt by it of a request so to do, or
      in
      the case a Master Servicer Event of Termination shall have occurred and be
      continuing, the Trustee alone shall have the power to make such appointment.
      No
      co-trustee or separate trustee hereunder shall be required to meet the terms
      of
      eligibility as a successor Trustee under Section 8.06, and no notice to
      Certificateholders of the appointment of any co-trustee or separate trustee
      shall be required under Section 8.08. The Master Servicer shall be responsible
      for the fees of any co-trustee or separate trustee appointed
      hereunder.

     

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

     

    (i)           all
      rights, powers, duties and obligations conferred or imposed upon the Trustee
      shall be conferred or imposed upon and exercised or performed by the Trustee
      and
      such separate trustee or co-trustee jointly (it being understood that such
      separate trustee or co-trustee is not authorized to act separately without
      the
      Trustee joining in such act), except to the extent that under any law of any
      jurisdiction in which any particular act or acts are to be performed (whether
      as
      Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee
      shall be incompetent or unqualified to perform such act or acts, in which event
      such rights, powers, duties and obligations (including the holding of title
      to
      the Trust or any portion thereof in any such jurisdiction) shall be exercised
      and performed singly by such separate trustee or co-trustee, but solely at
      the
      direction of the Trustee;

     

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

     

    (iii)           the
      Master Servicer and the Trustee, acting jointly may at any time accept the
      resignation of or remove any separate trustee or co-trustee except that
      following the occurrence of a Master Servicer Event of Termination, the Trustee
      acting alone may accept the resignation or remove any separate trustee or
      co-trustee.

     

    Any
      notice, request or other writing given to the Trustee shall be deemed to have
      been given to each of the then separate trustees and co-trustees, as effectively
      as if given to each of them. Every instrument appointing any separate trustee
      or
      co-trustee shall refer to this Agreement and the conditions of this Article
      VIII. Each separate trustee and co-trustee, upon its acceptance of the trusts
      conferred, shall be vested with the estates or property specified in its
      instrument of appointment, either jointly with the Trustee or separately, as
      may
      be provided therein, subject to all the provisions of this Agreement,
      specifically including every provision of this Agreement relating to the conduct
      of, affecting the liability of, or affording protection to, the Trustee. Every
      such instrument shall be filed with the Trustee and a copy thereof given to
      the
      Depositor, the Rating Agency and the Master Servicer.

     

    Any
      separate trustee or co-trustee may, at any time, constitute the Trustee, its
      agent or attorney-in-fact, with full power and authority, to the extent not
      prohibited by law, to do any lawful act under or in respect of this Agreement
      on
      its behalf and in its name. If any separate trustee or co-trustee shall die,
      become incapable of acting, resign or be removed, all of its estates,
      properties, rights, remedies and trusts shall vest in and be exercised by the
      Trustee, to the extent permitted by law, without the appointment of a new or
      successor Trustee.

     

    
      	
            	
              Section
                8.11

            	
              Limitation
                of Liability.

            


    

     

    The
      Certificates are executed by the Trustee, not in its individual capacity but
      solely as Trustee of the Trust, in the exercise of the powers and authority
      conferred and vested in it by the Trust Agreement. Each of the undertakings
      and
      agreements made on the part of the Trustee in the Certificates is made and
      intended not as a personal undertaking or agreement by the Trustee but is made
      and intended for the purpose of binding only the Trust.

     

    
      	
            	
              Section
                8.12

            	
              Trustee
                May Enforce Claims Without Possession of
                Certificates.

            


    

     

    (a)           All
      rights of action and claims under this Agreement or the Certificates may be
      prosecuted and enforced by the Trustee without the possession of any of the
      Certificates or the production thereof in any proceeding relating thereto,
      and
      such proceeding instituted by the Trustee shall be brought in its own name
      or in
      its capacity as Trustee for the benefit of all Holders of such Certificates,
      subject to the provisions of this Agreement. Any recovery of judgment shall,
      after provision for the payment of the reasonable compensation, expenses,
      disbursement and advances of the Trustee, its agents and counsel, be for the
      ratable benefit of the Certificateholders in respect of which such judgment
      has
      been recovered.

     

    (b)           The
      Trustee shall afford the Depositor, the Master Servicer and each
      Certificateholder upon reasonable notice during normal business hours, access
      to
      all records maintained by the Trustee in respect of its duties hereunder and
      access to officers of the Trustee responsible for performing such duties. The
      Trustee shall cooperate fully with the Master Servicer, the Depositor and such
      Certificateholder and shall make available to the Master Servicer, the Depositor
      and such Certificateholder for review and copying at the expense of the party
      requesting such copies, such books, documents or records as may be requested
      with respect to the Trustee’s duties hereunder. The Depositor, the Master
      Servicer and the Certificateholders shall not have any responsibility or
      liability for any action or failure to act by the Trustee and are not obligated
      to supervise the performance of the Trustee under this Agreement or
      otherwise.

     

    
      	
            	
              Section
                8.13

            	
              Suits
                for Enforcement.

            


    

     

    In
      case a
      Master Servicer Event of Termination or other default by the Master Servicer
      or
      the Depositor hereunder shall occur and be continuing, the Trustee may proceed
      to protect and enforce its rights and the rights of the Certificateholders
      under
      this Agreement by a suit, action or proceeding in equity or at law or otherwise,
      whether for the specific performance of any covenant or agreement contained
      in
      this Agreement or in aid of the execution of any power granted in this Agreement
      or for the enforcement of any other legal, equitable or other remedy, as the
      Trustee, being advised by counsel, and subject to the foregoing, shall deem
      most
      effectual to protect and enforce any of the rights of the Trustee and the
      Certificateholders.

     

    
      	
            	
              Section
                8.14

            	
              Waiver
                of Bond Requirement.

            


    

     

    The
      Trustee shall be relieved of, and each Certificateholder hereby waives, any
      requirement of any jurisdiction in which the Trust, or any part thereof, may
      be
      located that the Trustee post a bond or other surety with any court, agency
      or
      body whatsoever.

     

    
      	
            	
              Section
                8.15

            	
              Waiver
                of Inventory. Accounting and Appraisal
                Requirement.

            


    

     

    The
      Trustee shall be relieved of, and each Certificateholder hereby waives, any
      requirement of any jurisdiction in which the Trust, or any part thereof, may
      be
      located that the Trustee file any inventory, accounting or appraisal of the
      Trust with any court, agency or body at any time or in any manner
      whatsoever.

     

    
      	
            	
              Section
                8.16

            	
              Right
                of Trustee in Capacity of Certificate Registrar or Paying
                Agent.

            


    

     

    In
      the
      event that the Trustee is also acting in the capacity of Paying Agent or
      Certificate Registrar hereunder, the rights, protections, indemnities and
      immunities afforded to the Trustee pursuant to this Article VIII shall also
      be
      afforded to the Trustee in its capacity as Paying Agent or Certificate
      Registrar.

     

    
      	
            	
              Section
                8.17

            	
              Periodic
                Filings.

            


    

     

    (a)  (i)
      Within 15 days after each Distribution Date, the Trustee shall, in accordance
      with industry standards, file with the Commission via the Electronic Data
      Gathering and Retrieval System (“EDGAR”), a Distribution Report on Form 10-D,
      signed by the Master Servicer, with a copy of the monthly statement to be
      furnished by the Trustee to the Certificateholders for such Distribution
      Date.  Any disclosure in addition to the monthly statement required to
      be included on the Form 10-D (“Additional Form 10-D Disclosure”) shall be
      determined and prepared by the entity that is indicated in Exhibit P as the
      responsible party for providing that information, if other than the Trustee,
      and
      the Trustee will have no duty or liability to verify the accuracy or sufficiency
      of any such Additional Form 10-D Disclosure and the Trustee shall have no
      liability with respect to any failure to properly prepare or file such Form
      10-D
      resulting from or relating to the Trustee’s inability or failure to obtain any
      information  in a timely manner from the party responsible for
      delivery of such Additional Form 10-D Disclosure.

     

    Within
      5
      calendar days after the related Determination Date, each entity that is
      indicated in Exhibit P as the responsible party for providing Additional Form
      10-D Disclosure shall be required to provide to the Trustee and the Master
      Servicer, to the extent known, clearly identifying which item of Form 10-D
      the
      information relates to, any Additional Form 10-D Disclosure, if
      applicable.  The Trustee shall compile the information provided to it,
      prepare the Form 10-D and forward the Form 10-D to the Master Servicer for
      verification.  The Master Servicer will approve, as to form and
      substance, or disapprove, as the case may be, the Form 10-D.  No later
      than three Business Days prior to the 15th calendar day after the related
      Distribution Date, an officer of the Master Servicer 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 Trustee.

     

    (ii)  Within
      four (4) Business Days after the occurrence of an event requiring disclosure
      on
      Form 8-K (each such event, a “Reportable Event”), the Depositor shall prepare
      and file any Form 8-K, as required by the Exchange Act, in addition to the
      initial Form 8-K in connection with the issuance of the
      Certificates.  Any disclosure or information related to a Reportable
      Event or that is otherwise required to be included on Form 8-K (“Form 8-K
      Disclosure Information”) shall be determined and prepared by the entity that is
      indicated in Exhibit P as the responsible party for providing that
      information.

     

    For
      so
      long as the Trust is subject to the Exchange Act reporting requirements, no
      later than the end of business on the second Business Day after the occurrence
      of a Reportable Event, the entity that is indicated in Exhibit P as the
      responsible party for providing Form 8-K Disclosure Information shall be
      required to provide to the Depositor, to the extent known, the form and
      substance of any Form 8-K Disclosure Information, if applicable.  The
      Depositor shall compile the information provided to it, and prepare and file
      the
      Form 8-K, which shall be signed by an officer of the Depositor.

     

    (iii)  Prior
      to January 30 of the first year in which the Trustee is able to do so under
      applicable law, the Trustee shall, in accordance with industry standards, file
      a
      Form 15 Suspension Notice with respect to the Trust Fund, if applicable. Prior
      to (x) February 28, 2008 and (y) unless and until a Form 15 Suspension Notice
      shall have been filed, prior to February 28 of each year thereafter, the Master
      Servicer shall provide the Trustee with an Annual Compliance Statement, together
      with a copy of the Assessment of Compliance and Attestation Report to be
      delivered by the Master Servicer pursuant to Sections 3.20 and 3.21 (including
      with respect to any Sub-Servicer or subcontractor, if required to be
      filed).  Prior to (x) March 31, 2008 and (y) unless and until a Form
      15 Suspension Notice shall have been filed, March 31 of each year thereafter,
      the Trustee shall file a Form 10-K, in substance as required by applicable
      law
      or applicable Securities and Exchange Commission staff’s interpretations and
      conforming to industry standards, with respect to the Trust
      Fund.  Such Form 10-K shall include the Assessment of Compliance,
      Attestation Report, Annual Compliance Statements and other documentation
      provided by the Master Servicer pursuant to Sections 3.20 and 3.21 (including
      with respect to any Sub-Servicer or subcontractor, if required to be filed)
      and
      Section 3.21 with respect to the Trustee (including with respect to any
      subcontractor, if required to be filed), and the Form 10-K certification in
      the
      form attached hereto as Exhibit M (the “Form 10-K
      Certification”).  The Trustee shall receive the items described in the
      preceding sentence no later than March 15 of each calendar year prior to the
      filing deadline for the Form 10-K.

     

    Any
      disclosure or information in addition to that described in the preceding
      paragraph that is required to be included on Form 10-K (“Additional Form 10-K
      Disclosure”) shall be determined and prepared by the entity that is indicated in
      Exhibit P as the responsible party for providing that information, if other
      than
      the Trustee, and the Trustee will have no duty or liability to verify the
      accuracy or sufficiency of any such Additional Form 10-K
      Disclosure.

     

    If
      information, data and exhibits to be included in the Form 10-K are not so timely
      delivered, the Trustee shall file, at the Depositor’s direction, an amended
      Form 10-K including such documents as exhibits reasonably promptly after
      they are delivered to the Trustee.  The Trustee shall have no
      liability with respect to any failure to properly prepare or file such periodic
      reports resulting from or relating to the Trustee’s inability or failure to
      timely obtain any information from any other party.

     

    Prior
      to
      (x) March 10, 2008 and (y) unless and until a Form 15 Suspension Notice shall
      have been filed, prior to March 10 of each year thereafter, each entity that
      is
      indicated in Exhibit P as the responsible party for providing Additional Form
      10-K Disclosure shall be required to provide to the Trustee and the Master
      Servicer, to the extent known, the form and substance of any Additional Form
      10-K Disclosure Information, if applicable. The Trustee shall compile the
      information provided to it, prepare the Form 10-K and forward the Form 10-K
      to
      the Master Servicer for verification.  The Master Servicer will
      approve, as to form and substance, or disapprove, as the case may be, the Form
      10-K by no later than March 25 of the relevant year (or the immediately
      preceding Business Day if March 25 is not a Business Day), an officer of the
      Master Servicer 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 Trustee.

     

    The
      Master Servicer shall be responsible for determining the pool concentration
      applicable to any subservicer to which the Master Servicer delegated any of
      its
      responsibilities with respect to the Mortgage Loans at any time, for purposes
      of
      disclosure as required by Items 1117 and 1119 of Regulation AB.  The
      Trustee will provide electronic or paper copies of all Form 10-D, 8-K and 10-K
      filings free of charge to any Certificateholder upon written
      request.  Any expenses incurred by the Trustee in connection with the
      previous sentence shall be reimbursable to the Trustee out of the Trust
      Fund.

     

    (b)  The
      Trustee shall sign a certification (in the form attached hereto as
      Exhibit N) for the benefit of the Depositor and its officers, directors and
      Affiliates in respect of items 1 through 3 of the Form 10-K Certification
      (provided, however, that the Trustee shall not undertake an analysis of the
      Attestation Report attached as an exhibit to the Form 10-K).  Such
      certification shall be delivered to the Master Servicer by March 20th of each
      year (or if not a Business Day, the immediately preceding Business
      Day).  The Form 10-K Certification attached hereto as Exhibit M
      shall be delivered to the Trustee by March 25th for filing on or prior to March
      30th of each year (or if not a Business Day, the immediately preceding Business
      Day).

     

    The
      Trustee shall indemnify the
      Depositor and its officers and directors from and against any losses, damages,
      penalties, fines, forfeitures, reasonable and necessary legal fees and related
      costs, judgments and other costs and expenses arising out of or based upon
      the
      failure to deliver its Assessment of Compliance as required by the last
      paragraph of Section 3.21; provided, however, that in no event shall
      the Trustee be liable for any special, consequential, indirect or punitive
      damages pursuant to this Section, even if advised of the possibility of such
      damages. The Trustee shall have no liability with respect to any failure to
      timely file any Form 10-D or Form 10-K resulting from or relating to the
      Trustee’s inability or failure to obtain any information from a party other than
      itself.

    


    (c)  Upon
      any
      filing with the Securities and Exchange Commission, the Trustee shall promptly
      deliver to the Depositor a copy of any such executed report, statement or
      information.

     

    
      	
            	
              Section
                8.18

            	
              Intention
                of the Parties and
                Interpretation.

            


    

     

    Each
      of
      the parties hereto acknowledges and agrees that the purpose of Sections 3.20,
      3.21 and 8.17 of this Agreement is to facilitate compliance by the Sponsor,
      the
      Master Servicer, the Depositor and the Trustee with the provisions of Regulation
      AB, as such may be amended or clarified from time to time.  Therefore,
      each of the parties agrees that (a) the obligations of the parties hereunder
      shall be interpreted in such a manner as to accomplish compliance with
      Regulation AB, (b) the parties’ obligations hereunder will be supplemented and
      modified as necessary to be consistent with any such amendments, interpretive
      advice or guidance from the Commission, convention or consensus among active
      participants in the asset-backed securities markets, or otherwise in respect
      of
      the requirements of Regulation AB and (c) the parties shall comply with
      reasonable requests made by the Master Servicer, the Depositor or the Trustee
      for delivery of additional or different information, to the extent such
      information is available or reasonably attainable, as the Master Servicer,
      the
      Depositor or the Trustee may determine in good faith is necessary to comply
      with
      the provisions of Regulation AB.

     

    
      	
            	
              Section
                8.19

            	
              Communications
                with the Trustee.

            


    

     

    Notwithstanding
      anything to the contrary herein, any and all email communications (both text
      and
      attachments) by or from the Trustee that the Trustee in its sole discretion
      deems to contain confidential, proprietary, and/or sensitive information shall
      be encrypted.  The recipient (the “Email Recipient”) of the email
      communication will be required to complete a one-time registration
      process.  Instructions on how to register and/or retrieve an encrypted
      message will be included in the first secure email sent by the Trustee to the
      Email Recipient.  Additional information and assistance on using the
      Trustee’s encryption technology can be found at the Trustee’s website
www.citigroup.com/citigroup/citizen/privacy/email.htm or by calling (866)
      535-2504 (in the U.S.) or (904) 954-6181 at any time.

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    ARTICLE
      IX

     

    REMIC
      ADMINISTRATION

     

    
      	
            	
              Section
                9.01

            	
              REMIC
                Administration.

            


    

     

    (a)           The
      Trustee shall make elections to treat the Trust Fund as two REMICs under the
      Code and, if necessary, under applicable state law. Each such election will
      be
      made 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 elections in respect of the Trust Fund, the REMIC I Regular Interests
      shall be designated as the “regular interests” in REMIC I, the Class R-I
      Certificates shall be designated as the sole class of “residual interests” in
      REMIC I, the Regular Certificates shall be designated as the “regular interests”
in REMIC II, and the Class R-II Certificates shall be designated as the sole
      class of “residual interests” in REMIC II. The Master Servicer and the Trustee
      shall not permit the creation of any “interests” (within the meaning of Section
      860G of the Code) in any REMIC other than the Regular Certificates and the
      Class
      R Certificates. Within 30 days after the Closing Date, the Trustee shall prepare
      and file with the Internal Revenue Service Form 8811, “Information Return for
      Real Estate Mortgage Investment Conduits (REMIC) and Issuers of Collateralized
      Debt Obligations” for each REMIC.

     

    The
      Trustee will apply for an Employee Identification Number from the IRS via form
      SS-4 or any other acceptable method for all tax entities.

     

    (b)           The
      Closing Date is hereby designated as the “Startup Day” of each REMIC created
      hereunder within the meaning of Section 860G(a)(9) of the Code.

     

    (c)           The
      Trustee shall pay out of its own funds, without any right of reimbursement,
      any
      and all expenses relating to any tax audit of the Trust Fund other than the
      expense of obtaining any tax related Opinion of Counsel except as specified
      herein and except that the Trustee shall be entitled to be reimbursed from
      the
      Collection Account for any professional fees and expenses related to any
      non-routine audits or any administrative or judicial proceedings that do not
      result from any breach of its tax duties under this Section 9.01. The Trustee,
      as agent for the Trust Fund’s Tax Matters Person, shall (i) act on behalf of the
      Trust Fund in relation to any tax matter or controversy involving the Trust
      Fund
      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. By their acceptance thereof, the holder of the largest
      Percentage Interest of the Residual Certificates of each REMIC shall be
      designated as the Tax Matters Person (as defined in the REMIC Provisions) hereby
      agrees to irrevocably appoint the Trustee or an Affiliate as its agent to
      perform all of the duties of the Tax Matters Person for each REMIC.

     

    (d)           The
      Trustee shall prepare, sign and file all of the Tax Returns in respect of each
      REMIC created hereunder. The expenses of preparing and filing such returns
      shall
      be borne by the Trustee without any right of reimbursement therefor. The Master
      Servicer shall provide on a timely basis to the Trustee or its designee such
      information with respect to the assets of the Trust Fund as is in its possession
      and reasonably required by the Trustee to enable it to perform its obligations
      under this Article IX.

     

    (e)           The
      Trustee shall perform on behalf of the Trust Fund all reporting and other tax
      compliance duties that are the responsibility of the Trust Fund 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 Trustee shall provide (i) to any Transferor of a Residual Certificate,
      at
      such Transferor’s expense, such information as is necessary for the application
      of any tax relating to the transfer of a Residual Certificate to any Person
      who
      is not a Permitted Transferee, (ii) to the Certificateholders such information
      or reports as are required by the Code or the REMIC Provisions including reports
      relating to interest, original issue discount and market discount or premium
      and
      (iii) to the Internal Revenue Service the name, title, address and telephone
      number of the person who will serve as the representative of the Trust Fund.
      The
      Master Servicer shall provide on a timely basis to the Trustee such information
      with respect to the assets of the Trust Fund, including, without limitation,
      the
      Mortgage Loans, as is in its possession and reasonably required by the Trustee
      to enable it to perform its obligations under this subsection. In addition,
      the
      Depositor shall provide or cause to be provided to the Trustee, within ten
      (10)
      days after the Closing Date, all information or data that the Trustee 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.

     

    (f)           To
      the extent that the affairs of the Trust Fund are within its control and the
      scope of its specific responsibilities under this Agreement, the Trustee shall
      take such action and shall cause the Trust Fund created hereunder to take such
      action as shall be necessary to create or maintain the status thereof as two
      REMICs under the REMIC Provisions (and the Master Servicer shall assist it,
      to
      the extent reasonably requested by it). The Trustee shall not knowingly take
      any
      action, 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 the Trust Fund
      as
      two REMICs 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 Trustee has received an Opinion of Counsel, addressed to the Trustee
      (at the expense of the party seeking to take such action but in no event at
      the
      expense of the Trustee) to the effect that the contemplated action will not,
      with respect to the Trust Fund created hereunder, endanger such status or result
      in the imposition of such a tax, nor shall the Master Servicer take or fail
      to
      take any action (whether or not authorized hereunder) as to which the Trustee
      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.
      In
      addition, prior to taking any action with respect to the Trust Fund or the
      assets of  the Trust Fund, or causing the Trust Fund to take any
      action, which is not contemplated under the terms of this Agreement, the Master
      Servicer will consult with counsel with respect to whether such action could
      cause an Adverse REMIC Event to occur with respect to the Trust Fund, and the
      Master Servicer shall not take any such action or cause the Trust Fund to take
      any such action as to which counsel has advised it in writing that an Adverse
      REMIC Event could occur. The Trustee 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 Trustee.

     

    (g)           In
      the event that any tax is imposed on “prohibited transactions” of the Trust Fund
      created hereunder as defined in Section 860F(a)(2) of the Code, on the “net
      income from foreclosure property” of either REMIC as defined in Section 860G(c)
      of the Code, on any contributions to the Trust Fund 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 Trustee pursuant to Section 9.03 hereof, if such tax
      arises out of or results from a breach by the Trustee of any of its obligations
      under this Article IX, (ii) to the Master Servicer pursuant to Section 9.03
      hereof, if such tax arises out of or results from a breach by the Master
      Servicer of any of its obligations under Article III or this Article IX, or
      otherwise, (iii) to the Master Servicer as provided in Section 3.05 and (iv)
      against amounts on deposit in the Distribution Account and shall be paid by
      withdrawal therefrom to the extent not required to be paid by the Master
      Servicer or the Trustee pursuant to another provision of this
      Agreement.

     

    (h)           On
      or before April 15 of each calendar year, commencing April 15, 2008, the Trustee
      shall deliver to the Master Servicer and the Rating Agency a Certificate from
      a
      Responsible Officer of the Trustee stating (without regard to any action taken
      by any party other than the Trustee) the Trustee’s compliance with this Article
      IX.

     

    (i)           The
      Trustee shall, for federal income tax purposes, maintain books and records
      with
      respect to the Trust Fund on a calendar year and on an accrual
      basis.

     

    (j)           Following
      the Startup Day, the Trustee shall not accept any contributions of assets to
      the
      Trust Fund other than in connection with any Eligible Substitute Mortgage Loan
      delivered in accordance with Section 2.03 unless it shall have received an
      Opinion of Counsel (which shall be at the expense of the party requesting to
      make such contribution and not at the expense of the Trustee) to the effect
      that
      the inclusion of such assets in the Trust Fund will not cause the Trust Fund
      to
      fail to qualify as two REMICs at any time that any Certificates are outstanding
      or subject the Trust Fund to any tax under the REMIC Provisions or other
      applicable provisions of federal, state and local law or
      ordinances.

     

    (k)           Neither
      the Trustee nor the Master Servicer shall enter into any arrangement by which
      the Trust Fund will receive a fee or other compensation for services nor
      knowingly permit the Trust Fund 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
                9.02

            	
              Prohibited
                Transactions and Activities.

            


    

     

    None
      of
      the Depositor, the Master Servicer or 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 the Trust Fund, (iii) the termination of the Trust Fund 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 the Trust Fund (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 Distribution Account for
      gain, nor accept any contributions to the Trust Fund after the Closing Date
      (other than an Eligible 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 the Trust Fund as two REMICs or
      (b)
      cause the Trust Fund to be subject to a tax on “prohibited transactions” or
“contributions” pursuant to the REMIC Provisions.

     

    
      	
            	
              Section
                9.03

            	
              Master
                Servicer and Trustee
                Indemnification.

            


    

     

    (a)           The
      Trustee agrees to indemnify the Trust Fund, the Depositor, and the Master
      Servicer for any taxes and costs including, without limitation, any reasonable
      attorneys fees imposed on or incurred by the Trust Fund, the Depositor or the
      Master Servicer, as a result of a breach of the Trustee’s covenants set forth in
      this Article IX, subject, however, to the provision of Sections 8.01 and 8.02
      of
      this Agreement.

     

    (b)           The
      Master Servicer agrees to indemnify the Trust Fund, the Depositor 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 or the
      Trustee, as a result of a breach of the Master Servicer’s covenants set forth in
      Article III or this Article IX.

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    ARTICLE
      X

     

    TERMINATION

     

    
      	
            	
              Section
                10.01

            	
              Termination.

            


    

     

    (a)           The
      respective obligations and responsibilities of the Master Servicer, the
      Depositor and the Trustee created hereby (other than the obligation of the
      Trustee to make certain payments to Certificateholders after the final
      Distribution Date and the obligation of the Master Servicer to send certain
      notices as hereinafter set forth) shall terminate upon notice to the Trustee
      upon the earliest of (i) the Distribution Date on which the Certificate
      Principal Balance of each Class of Certificates has been reduced to zero, (ii)
      the final payment or other liquidation of the last Mortgage Loan in the Trust,
      and (iii) the optional purchase by the Master Servicer of the Mortgage Loans
      as
      described below. Notwithstanding the foregoing, in no event shall the trust
      created hereby continue beyond the earlier of (i) June18, 2037 and (ii) the
      expiration of 21 years from the death of the last survivor of the descendants
      of
      Joseph P. Kennedy, the late ambassador of the United States to the Court of
      St.
      James’s, living on the date hereof.

     

    The
      Master Servicer may, at its option, terminate this Agreement on any date on
      which the Loan Balance is less than 10% of the aggregate Stated Principal
      Balance of the Mortgage Loans as of the Cut-off Date or by purchasing, on the
      next succeeding Distribution Date, all of the outstanding Mortgage Loans and
      REO
      Properties at a price equal to the sum of the outstanding Stated Principal
      Balance of the Mortgage Loans (or the fair market value of the related
      underlying Mortgaged Property with respect to any REO Properties, if such fair
      market value is less than such outstanding Stated Principal Balance) and accrued
      and unpaid interest thereon at the weighted average of the Loan Rates through
      the end of the Due Period preceding the final Distribution Date plus
      unreimbursed Servicing Advances, Advances and any unpaid Servicing Fees
      allocable to such Mortgage Loans and REO Properties (the “Termination Price”).
      The Termination Price paid by the Master Servicer shall also include any amounts
      owed by PHH Mortgage pursuant to the last paragraph of Section 3.2(a) of the
      Mortgage Loan Purchase Agreement in respect of any liability, penalty or expense
      that resulted from a breach of the representation and warranty set forth in
      clause (xlvi) of such Section, that remain unpaid on the date of such
      purchase.

     

    In
      connection with any such purchase pursuant to the preceding paragraph, the
      Master Servicer shall deposit in the Distribution Account all amounts then
      on
      deposit in the Collection Account (less amounts permitted to be withdrawn by
      the
      Master Servicer pursuant to Section 3.10), which deposit shall be deemed to
      have
      occurred immediately preceding such purchase.

     

    Any
      such
      purchase shall be accomplished by deposit into the Distribution Account on
      the
      Determination Date before such Distribution Date of the Termination Price and
      the delivery of an opinion of counsel that such termination is a “qualified
      liquidation” under Section 860F of the Code.

     

    (b)           Notice
      of any termination, specifying the Distribution Date (which shall be a date
      that
      would otherwise be a Distribution Date) upon which the Certificateholders may
      surrender their Certificates to the Trustee for payment of the final
      distribution and cancellation, shall be given promptly by the Trustee upon
      the
      Trustee receiving notice of such date from the Master Servicer, by letter to
      the
      Certificateholders mailed not earlier than the 15th day and not later than
      the
      25th day of the month next preceding the month of such final distribution
      specifying (1) the Distribution Date upon which final distribution of the
      Certificates will be made upon presentation and surrender of such Certificates
      at the office or agency of the Trustee therein designated, (2) the amount of
      any
      such final distribution and (3) that the Record Date otherwise applicable to
      such Distribution Date is not applicable, distributions being made only upon
      presentation and surrender of the Certificates at the office or agency of the
      Trustee therein specified.

     

    (c)           Upon
      presentation and surrender of the Certificates, the Trustee shall cause to
      be
      distributed to the Holder of the Certificates on the Distribution Date for
      such
      final distribution, in proportion to the Percentage Interests of their
      respective Class and to the extent that funds are available for such purpose,
      an
      amount equal to the amount required to be distributed to such Holders in
      accordance with the provisions of Section 4.01 for such Distribution
      Date.

     

    (d)           In
      the event that all Certificateholders shall not surrender their Certificates
      for
      final payment and cancellation on or before such final Distribution Date, the
      Trustee shall promptly following such date cause all funds in the Distribution
      Account not distributed in final distribution to Certificateholders to be
      withdrawn therefrom and credited to the remaining Certificateholders by
      depositing such funds in a separate servicing account for the benefit of such
      Certificateholders, and the Master Servicer (if the Master Servicer has
      exercised its right to purchase the Mortgage Loans) or the Trustee (in any
      other
      case) shall give a second written notice to the remaining Certificateholders,
      to
      surrender their Certificates for cancellation and receive the final distribution
      with respect thereto. If within nine months after the second notice all the
      Certificates shall not have been surrendered for cancellation, the Class R
      Certificateholders shall be entitled to all unclaimed funds and other assets
      which remain subject hereto, and the Trustee upon transfer of such funds shall
      be discharged of any responsibility for such funds, and the Certificateholders
      shall look to the Class R Certificateholders for payment.

     

    
      	
            	
              Section
                10.02

            	
              Additional
                Termination Requirements.

            


    

     

    (a)           In
      the event that the Master Servicer exercises its purchase option as provided
      in
      Section 10.01, the Trust Fund shall be terminated in accordance with the
      following additional requirements, unless the Trustee shall have been furnished
      with an Opinion of Counsel to the effect that the failure of the Trust to comply
      with the requirements of this Section will not (i) result in the imposition
      of
      taxes on “prohibited transactions” of the Trust as defined in Section 860F of
      the Code or (ii) cause the Trust Fund constituting part of the Trust Fund to
      fail to qualify as two REMICs at any time that any Certificates are
      outstanding:

     

    (i)           Within
      90 days prior to the final Distribution Date, the Trustee shall adopt and sign
      a
      plan of complete liquidation of the Trust Fund meeting the requirements of
      a
“qualified liquidation” under Section 860F of the Code and any regulations
      thereunder;

     

    (ii)           At
      or after the time of adoption of such a plan of complete liquidation and at
      or
      prior to the final Distribution Date, the Trustee shall sell all of the assets
      of the Trust to the Master Servicer for cash pursuant to the terms of the plan
      of complete liquidation; and

     

    (iii)           At
      the time of the making of the final payment on the Certificates, the Trustee
      shall distribute or credit, or cause to be distributed or credited (A) to the
      Holders of each of the Class A Certificates and Class B Certificates, an amount
      equal to the sum of the related Certificate Principal Balance and one month’s
      interest thereon at the applicable Pass-Through Rate, (B) to the Holder of
      the
      Class A-2 Certificates one month’s interest on the Notional Amount thereof at
      the applicable Pass-Through Rate, and (C) to the Class R Certificateholders,
      all
      cash on hand after such payment to the Class A Certificateholders and Class
      B
      Certificateholders (other than cash retained to meet claims) and the Trust
      shall
      terminate at such time.

     

    (b)           By
      their acceptance of Certificates, the Holder thereof hereby agree to appoint
      the
      Trustee as their attorney in fact to: (i) adopt such a plan of complete
      liquidation (and the Certificateholders hereby appoint the Trustee as their
      attorney in fact to sign such plan) as appropriate and (ii) to take such other
      action in connection therewith as may be reasonably required to carry out such
      plan of complete liquidation all in accordance with the terms
      hereof.

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    ARTICLE
      XI

     

    [RESERVED]

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    ARTICLE
      XII

     

    MISCELLANEOUS
      PROVISIONS

     

    
      	
            	
              Section
                12.01

            	
              Amendment.

            


    

     

    This
      Agreement may be amended from time to time by the Depositor, the Master Servicer
      and the Trustee; and without the consent of the Certificateholders, (i) to
      cure
      any ambiguity, (ii) to correct or supplement any provisions herein which may
      be
      defective or inconsistent with any other provisions herein or (iii) to make
      any
      other provisions with respect to matters or questions arising under this
      Agreement, which shall not be inconsistent with the provisions of this
      Agreement; provided, however, that any such action listed in clause (i) through
      (iii) above shall not adversely affect in any respect the interests of any
      Certificateholder, as evidenced by (i) notice in writing to the Depositor,
      the
      Master Servicer and the Trustee from the Rating Agency that such action will
      not
      result in the reduction or withdrawal of the rating of any outstanding Class
      of
      Certificates with respect to which it is a Rating Agency, or (ii) an Opinion
      of
      Counsel delivered to the Master Servicer and the Trustee.

     

    In
      addition, this Agreement may be amended from time to time by the Depositor,
      the
      Master Servicer and the Trustee, with the consent of the Majority
      Certificateholders for the purpose of adding any provisions to or changing
      in
      any manner or eliminating any of the provisions of this Agreement or of
      modifying in any manner the rights of the Holders of Certificates; provided,
      however, that no such amendment or waiver shall (x) reduce in any manner the
      amount of, or delay the timing of, payments on the Certificates which are
      required to be made on any Certificate without the consent of the Holder of
      such
      Certificate, (y) adversely affect in any material respect the interests of
      the
      Holders of any Class of Certificates in a manner other than as described in
      clause (x) above, without the consent of the Holders of Certificates of such
      Class evidencing at least a 66% Percentage Interest in such Class, or (z) reduce
      the percentage of Voting Rights required by clause (y) above without the consent
      of the Holders of all Certificates of such Class then outstanding. Upon approval
      of an amendment, a copy of such amendment shall be sent to the Rating Agency.
      Prior to the execution of any amendment to this Agreement, the Trustee shall
      be
      entitled to receive and rely upon an Opinion of Counsel (at the expense of
      the
      Person seeking such amendment) stating that the execution of such amendment
      is
      authorized or permitted by this Agreement. The Trustee may, but shall not be
      obligated to, enter into any such amendment which affects the Trustee’s own
      rights, duties or immunities under this Agreement.

     

    Notwithstanding
      any provision of this Agreement to the contrary, the Trustee shall not consent
      to any amendment to this Agreement unless it shall have first received an
      Opinion of Counsel, delivered by (and at the expense of) the Person seeking
      such
      Amendment, to the effect that such amendment will not result in the imposition
      of a federal tax on the Trust Fund pursuant to the REMIC Provisions or cause
      the
      Trust Fund constituting part of the Trust to fail to qualify as two REMICs
      at
      any time that any Certificates are outstanding and that the amendment is being
      made in accordance with the terms hereof.

     

    Promptly
      after the execution of any such amendment the Trustee shall furnish, at the
      expense of the Person that requested the amendment if such Person is the Master
      Servicer (but in no event at the expense of the Trustee), otherwise at the
      expense of the Trust, a copy of such amendment and the Opinion of Counsel
      referred to in the immediately preceding paragraph to the Master Servicer and
      the Rating Agency.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this Section 11.01
      to approve the particular form of any proposed amendment; instead it shall
      be
      sufficient if such consent shall approve the substance thereof. The manner
      of
      obtaining such consents and of evidencing the authorization of the execution
      thereof by Certificateholders shall be subject to such reasonable regulations
      as
      the Trustee may prescribe.

     

    The
      Trustee may, but shall not be obligated to, enter into any amendment pursuant
      to
      this 11.01 Section that affects its rights, duties and immunities under this
      Agreement or otherwise.

     

    
      	
            	
              Section
                12.02

            	
              Recordation
                of Agreement: Counterparts.

            


    

     

    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all the counties
      or
      other comparable jurisdictions in which any or all of the properties subject
      to
      the Mortgages are situated, and in any other appropriate public recording office
      or elsewhere, such recordation to be effected by the Master Servicer at the
      expense of the Trust, but only upon direction of Certificateholders, accompanied
      by an Opinion of Counsel to the effect that such recordation materially and
      beneficially affects the interests of the Certificateholders.

     

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

     

    
      	
            	
              Section
                12.03

            	
              Limitation
                on Rights of
                Certificateholders.

            


    

     

    The
      death
      or incapacity of any Certificateholder shall not (i) operate to terminate this
      Agreement or the Trust, (ii) entitle such Certificateholder’s legal
      representatives or hens to claim an accounting or to take any action or
      proceeding in any court for a partition or winding up of the Trust, or (iii)
      otherwise affect the rights, obligations and liabilities of the parties hereto
      or any of them.

     

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

     

    No
      Certificateholder shall have any right by virtue of any provision of this
      Agreement to institute any suit, action or proceeding in equity or at law upon
      or under or with respect to this Agreement, unless such Holder previously shall
      have given to the Trustee a written notice of default and of the continuance
      thereof, as hereinbefore provided, and unless also the Holders of Certificates
      entitled to at least 25% of the Voting Rights shall have made written request
      upon the Trustee to institute such action, suit or proceeding in its own name
      as
      Trustee hereunder and shall have offered to the Trustee such reasonable
      indemnity as it may require against the costs, expenses and liabilities to
      be
      incurred therein or thereby, and the Trustee for 15 days after its receipt
      of
      such notice, request and offer of indemnity, shall have neglected or refused
      to
      institute any such action, suit or proceeding. It is understood and intended,
      and expressly covenanted by each Certificateholder with every other
      Certificateholder and the Trustee, that no one or more Holders of Certificates
      shall have any right in any manner whatever by virtue of any provision of this
      Agreement to affect, disturb or prejudice the rights of the Holders of any
      other
      of such Certificates, or to obtain or seek to obtain priority over or preference
      to any other such Holder, which priority or preference is not otherwise provided
      for herein, or to enforce any right under this Agreement, except in the manner
      herein provided and for the equal, ratable and common benefit of all
      Certificateholders. For the protection and enforcement of the provisions of
      this
      Section 11.03 each and every Certificateholder and the Trustee shall be entitled
      to such relief as can be given either at law or in equity.

     

    
      	
            	
              Section
                12.04

            	
              Governing
                Law: Jurisdiction.

            


    

     

    This
      Agreement shall be construed in accordance with the laws of the State of New
      York, and the obligations, rights and remedies of the parties hereunder shall
      be
      determined in accordance with such laws. With respect to any claim arising
      out
      of this Agreement, each party irrevocably submits to the exclusive jurisdiction
      of the courts of the State of New York and the United States District Court
      located in the Borough of Manhattan in The City of New York, and each party
      irrevocably waives any objection which it may have at any time to the laying
      of
      venue of any suit, action or proceeding arising out of or relating hereto
      brought in any such courts, irrevocably waives any claim that any such suit,
      action or proceeding brought in any such court has been brought in any
      inconvenient forum and further irrevocably waives the light to object, with
      respect to such claim, suit, action or proceeding brought in any such court,
      that such court does not have jurisdiction over such party, provided that
      service of process has been made by any lawful means.

     

    
      	
            	
              Section
                12.05

            	
              Notices.

            


    

     

    All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given if personally delivered at or mailed by first
      class mail, postage prepaid, or by express delivery service, to (a) in the
      case
      of the Sellers: (i) PHH Mortgage Corporation, 3000 Leadenhall Road, Mt. Laurel,
      New Jersey 08054 or (ii) Bishop’s Gate Residential Mortgage Trust, c/o PHH
      Mortgage Corporation, 3000 Leadenhall Road, Mt. Laurel, New Jersey 08054, or
      such other address or telecopy number as may be furnished to the Master Servicer
      and the Trustee in writing by either Seller; (b) in the case of the Trustee:
      Citibank, N.A., 388 Greenwich Street, 14th Floor,
      New York,
      New York 10013, Attention: PHHMC Series 2007-3, or such other address as may
      hereafter be furnished to the Depositor, the Sellers and the Master Servicer
      in
      writing by the Trustee; (c) in the case of the Depositor: PHH Mortgage Capital
      LLC, 3000 Leadenhall Road, Mail Stop LGL, Mt. Laurel, New Jersey 08054,
      Attention: General Counsel, or such other address or telecopy number as may
      be
      furnished to the Sellers, the Master Servicer and the Trustee in writing by
      the
      Depositor; (d) in the case of the Master Servicer: PHH Mortgage Corporation,
      3000 Leadenhall Road, Mail Stop LGL, Mt. Laurel, New Jersey 08054, or such
      other
      address as maybe furnished to the Sellers, the Depositor and the Trustee in
      writing by the Master Servicer; and (e) in the case of Fitch, Fitch Ratings,
      One
      State Street Plaza, New York, New York 10004. Any notice required or permitted
      to be mailed to a Certificateholder shall be given by first class mail, postage
      prepaid, at the address of such Holder as shown in the Certificate Register.
      Notice of any Master Servicer Default shall be given by telecopy and by
      certified mail. Any notice so mailed within the time prescribed in this
      Agreement shall be conclusively presumed to have duly been given when mailed,
      whether or not the Certificateholder receives such notice. A copy of any notice
      required to be telecopied hereunder shall also be mailed to the appropriate
      party in the manner set forth above.

     

    
      	
            	
              Section
                12.06

            	
              Severability
                of Provisions.

            


    

     

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

     

    
      	
            	
              Section
                12.07

            	
              Article
                and Section References.

            


    

     

    All
      article and section references used in this Agreement, unless otherwise
      provided, are to articles and sections in this Agreement.

     

    
      	
            	
              Section
                12.08

            	
              Notice
                to the Rating Agency.

            


    

     

    (a)           Each
      of the Trustee and the Master Servicer shall be obligated to use its best
      reasonable efforts promptly to provide notice to the Rating Agency with respect
      to each of the following of which a Responsible Officer of the Trustee or Master
      Servicer, as the case may be, has actual knowledge:

     

    (i)           any
      material change or amendment to this Agreement;

     

    (ii)           the
      occurrence of any Master Servicer Event of Termination that has not been cured
      or waived;

     

    (iii)           the
      resignation or termination of the Master Servicer or the Trustee;

     

    (iv)           the
      final payment to Holders of the Certificates of any Class;

     

    (v)           any
      change in the location of any Account; and

     

    (vi)           if
      the Trustee is acting as successor master servicer pursuant to Section 7.02
      hereof, any event that would result in the inability of the Trustee to make
      Advances.

     

    (b)           In
      addition, (i) the Trustee shall promptly furnish to the Rating Agency copies
      of
      each Statement to Certificateholders described in Section 4.06 hereof;
      and

     

    (i)           the
      Master Servicer shall promptly furnish to the Rating Agency copies of the
      following:

     

    (A)           each
      annual statement as to compliance described in Section 3.19 hereof;

     

    (B)           each
      annual independent public accountants’ servicing report described in Section
      3.20 hereof; and

     

    (C)           each
      notice delivered pursuant to Section 7.01 (a) hereof which relates to the fact
      that the Master Servicer has not made an Advance.

     

    Any
      such
      notice pursuant to this Section 11.08 shall be in writing and shall be deemed
      to
      have been duly given if personally delivered or mailed by first class mail,
      postage prepaid, or by express delivery service to Fitch Ratings, One State
      Street Plaza, New York, New York 10004.

     

    
      	
            	
              Section
                12.09

            	
              Further
                Assurances.

            


    

     

    Notwithstanding
      any other provision of this Agreement, neither the Regular Certificateholders
      nor the Trustee shall have any obligation to consent to any amendment or
      modification of this Agreement unless they have been provided reasonable
      security or indemnity against their out-of-pocket expenses (including reasonable
      attorneys’ fees) to be incurred in connection therewith.

     

    
      	
            	
              Section
                12.10

            	
              Benefits
                of Agreement.

            


    

     

    Nothing
      in this Agreement or in the Certificates, expressed or implied, shall give
      to
      any Person, other than the Certificateholders and the parties hereto and their
      successors hereunder, any benefit or any legal or equitable right, remedy or
      claim under this Agreement.

     

    
      	
            	
              Section
                12.11

            	
              Acts
                of Certificateholders.

            


    

     

    (a)           Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action provided by this Agreement to be given or taken by the Certificateholders
      may be embodied in and evidenced by one or more instruments of substantially
      similar tenor signed by such Certificateholders in person or by agent duly
      appointed in writing; and such action shall become effective when such
      instrument or instruments are delivered to the Trustee and the Master Servicer.
      Such instrument or instruments (and the action embodied therein and evidenced
      thereby) are herein sometimes referred to as the “act” of the Certificateholders
      signing such instrument or instruments. Proof of execution of any such
      instrument or of a writing appointing any such agent shall be sufficient for
      any
      purpose of this Agreement and conclusive in favor of the Trustee and the Trust,
      if made in the manner provided in this Section 12.11.

     

    (b)           The
      fact and date of the execution by any Person of any such instrument or writing
      may be proved by the affidavit of a witness of such execution or by the
      certificate of a notary public or other officer authorized by law to take
      acknowledgments of deeds, certifying that the individual signing such instrument
      or writing acknowledged to him the execution thereof. Whenever such execution
      is
      by a signer acting in a capacity other than his or her individual capacity,
      such
      certificate or affidavit shall also constitute sufficient proof of his
      authority.

     

    (c)           Any
      request, demand, authorization, direction, notice, consent, waiver or other
      action by any Certificateholder shall bind every future Holder of such
      Certificate and the Holder of every Certificate issued upon the registration of
      transfer thereof or in exchange therefor or in lieu thereof, in respect of
      anything done, omitted or suffered to be done by the Trustee or the Trust in
      reliance thereon, whether or not notation of such action is made upon such
      Certificate.

     

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    IN
      WITNESS WHEREOF, the Depositor, the Master Servicer and the Trustee have caused
      their names to be signed hereto by their respective officers thereunto duly
      authorized, all as of the day and year first above written.

     

    
      	 	
              PHH
                MORTGAGE CAPITAL LLC, as Depositor

               

            	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Richard
              J.
              Bradfield	 
	 	 	
              Name:
                Richard J. Bradfield

            	 
	 	 	
              Title:
                Senior Vice President

            	 
	 	 	 	 


    

     

    
      	 	
              PHH
                MORTGAGE CORPORATION, as Master Servicer

               

            	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/ Richard
              J. Bradfield	 
	 	 	
              Name:
                Richard J. Bradfield

            	 
	 	 	
              Title:
                Senior Vice President

            	 
	 	 	 	 


    

    
       

      
        	 	
                
                  CITIBANK
                    N.A., as Trustee

                   

                

              	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/
                John J. Byrnes 	 
	 	 	
                Name:
                  John J. Byrnes 

              	 
	 	 	
                Title:
                  Vice President

              	 
	 	 	 	 


      

      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

    

    
      	
              STATE
                OF NEW JERSEY

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF BURLINGTON

            	
              )

            	 


    

    


    On
      the
      __th day of
      ______________ before me, a notary public in and for said State, personally
      appeared Richard J. Bradfield known to me to be a Senior Vice President of
      PHH
      Mortgage Capital LLC, a Delaware limited liability company that executed the
      within instrument, and also known to me to be the person who executed it on
      behalf of said limited liability company, and acknowledged to me that such
      limited liability company executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

    
      	 	 	 
	 	 	 	 
	
               

            	
               

            	 	 
	 	 	
              Notary
                Public

            	 
	 	 	 	 
	 	 	 	 




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              STATE
                OF NEW JERSEY

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF BURLINGTON

            	
              )

            	 


    

    


     

    On
      the
      __th day of
      ______________ before me, a notary public in and for said State, personally
      appeared Richard J. Bradfield known to me to be a Senior Vice President of
      PHH
      Mortgage Corporation, a New Jersey corporation, that executed the within
      instrument, and also known to me to be the person who executed it on behalf
      of
      said limited liability company, and acknowledged to me that such limited
      liability company executed the within instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

    
      
        	 	 	 
	 	 	 	 
	
                 

              	
                 

              	 	 
	 	 	
                Notary
                  Public

              	 
	 	 	 	 
	 	 	 	 



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

    

    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

    


     

    On
      the
      __th day of
      ______________ before me, a notary public in and for said State, personally
      appeared ______________ known to me to be a Vice President of ______________,
      a
      corporation that executed the within instrument, and also known to me to be
      the
      person who executed it on behalf of said limited liability company, and
      acknowledged to me that such limited liability company executed the within
      instrument.

     

    IN
      WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
      day and year in this certificate first above written.

    
      
        	 	 	 
	 	 	 	 
	
                 

              	
                 

              	 	 
	 	 	
                Notary
                  Public

              	 
	 	 	 	 
	 	 	 	 



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        



        EXHIBIT
          A

         

        FORM
          OF
          CLASS A 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”).

         

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

         

        ANY
          TRANSFEREE OF THIS CERTIFICATE SHALL MAKE OR BE DEEMED TO HAVE MADE THE
          REPRESENTATIONS IN SECTION 5.02(e) OF THE POOLING AND SERVICING
          AGREEMENT.

         

         [[FOR
          CLASS A-4 CERTIFICATES ONLY:] NOTWITHSTANDING THE PREVIOUS PARAGRAPH, A
          CERTIFICATION WILL NOT BE REQUIRED WITH RESPECT TO THE TRANSFER OF THIS
          CERTIFICATE TO A DEPOSITORY, OR FOR ANY SUBSEQUENT TRANSFER OF THIS CERTIFICATE
          FOR SO LONG AS THIS CERTIFICATE IS A BOOK-ENTRY CERTIFICATE.  ANY
          TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE
          OF
          ITS PURCHASE OR HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) THAT SUCH
          TRANSFEREE IS EITHER (I) NOT A PLAN INVESTOR OR (II) AN “ACCREDITED INVESTOR”
WITHIN THE MEANING OF RULE 501(A) PROMULGATED PURSUANT TO THE 1933
          ACT.]

         

        [[FOR
          CLASS A-4 CERTIFICATES ONLY:] 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(d) OF THE
          AGREEMENT.]

         

        [[FOR
          CLASS A-4 CERTIFICATES ONLY:] NOTWITHSTANDING THE PREVIOUS PARAGRAPH, A
          CERTIFICATION WILL NOT BE REQUIRED WITH RESPECT TO THE TRANSFER OF THIS
          CERTIFICATE TO A DEPOSITORY, OR FOR ANY SUBSEQUENT TRANSFER OF THIS CERTIFICATE
          FOR SO LONG AS THIS CERTIFICATE IS A BOOK-ENTRY CERTIFICATE. ANY TRANSFEREE
          OF
          THIS CERTIFICATE WILL BE DEEMED TO HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE
          OR
          HOLDING OF THIS CERTIFICATE (OR INTEREST HEREIN) THAT SUCH TRANSFEREE IS
          A
“QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A UNDER THE 1933
          ACT.]


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  PHHMC
                    Mortgage Pass-Through

                  Certificates,  Series
                    2007-3, Class A-__

                   

                  Pass-Through
                    Rate:

                  [Variable][__%
                    per annum]

                   

                	
                  [Aggregate
                    Certificate Principal

                  Balance][Aggregate
                    Notional Amount] of Class A-__ Certificates as of the Issue Date:
                    

                  $______________

                   

                
	
                  Date
                    of Agreement and Cut-off Date:

                  May
                    1, 2007

                   

                	
                  [Denomination][Notional
                    Amount]:

                  $______________

                   

                
	 	
                  Master
                    Servicer:

                  PHH
                    Mortgage Corporation

                   

                
	
                  First
                    Distribution Date: June 18, 2007

                   

                	
                  Trustee:
                    Citibank, N.A.

                   

                
	 	
                  Issue
                    Date: May 30, 2007

                   

                
	
                  No.
                    _

                   

                	
                  CUSIP:
                    ___________

                   

                


        

        


        DISTRIBUTIONS
          IN REDUCTION OF THE [CERTIFICATE PRINCIPAL BALANCE][NOTIONAL AMOUNT] OF
          THIS
          CERTIFICATE MAY BE MADE MONTHLY AS SET FORTH HEREIN.  ACCORDINGLY, THE
          OUTSTANDING [CERTIFICATE PRINCIPAL BALANCE] [NOTIONAL AMOUNT] HEREOF AT
          ANY TIME
          MAY BE LESS THAN THE AMOUNT SHOWN ABOVE AS THE DENOMINATION OF THIS
          CERTIFICATE.]

         

        MORTGAGE
          PASS-THROUGH CERTIFICATE

         

        evidencing
          a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
          primarily of a pool of conventional, one- to four-family, fixed-rate, first
          lien
          mortgage loans (the “Mortgage Loans”) formed and sold by

         

        PHH
          MORTGAGE CAPITAL LLC

         

        PHHMC
          MORTGAGE PASS-THROUGH CERTIFICATES,  SERIES 2007-3

         

        THIS
          CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN PHH MORTGAGE
          CAPITAL LLC, THE MASTER SERVICER, 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 __________ is the registered owner of a Percentage Interest
          (obtained by dividing the [denomination][Notional Amount] of this Certificate
          by
          the aggregate [Certificate Principal Balance][Notional Amount] of the Class
          A-_
          Certificates as of the Issue Date) in that certain beneficial ownership
          interest
          evidenced by all the Class A-_ Certificates in the Trust Fund created pursuant
          to a Pooling and Servicing Agreement, dated as specified above (the
“Agreement”), among PHH Mortgage Capital LLC (hereinafter called the
“Depositor,” which term includes any successor entity under the Agreement), the
          Master Servicer 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 18th day
          of
          each month or, if such 18th 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-_ 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 or on behalf of the Trustee by wire transfer in
          immediately available funds to the account of the Person entitled thereto
          if
          such Person shall have so notified the Trustee in writing at least five
          Business
          Days prior to the Record Date immediately prior to such Distribution Date
          and is
          the registered owner of Class A-_ Certificates, the aggregate initial
          [Certificate Principal Balance][Notional Amount] of which is in excess
          of the
          lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial
          [Certificate Principal Balance][Notional Amount] of the Class A-_ Certificates,
          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 Trustee of the pendency of such
          distribution and only upon the presentation and surrender of this Certificate
          at
          the office or agency appointed by the Trustee for that purpose as provided
          in
          the Agreement.

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Mortgage Pass-Through Certificates of the Series specified on the face
          hereof
          (hereinafter called the “Certificates”) and representing a Percentage Interest
          in the Class of Certificates specified on the face hereof equal to the
          [denomination][Notional Amount] specified on the face hereof divided by
          the
          aggregate [Certificate Principal Balance][Notional Amount] 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 related Mortgage Loans, all as more specifically
          set
          forth herein and in the Agreement. As provided in the Agreement, withdrawals
          from the Collection Account and the Distribution Account may be made from
          time
          to time for purposes other than distributions to Holders of the Certificates,
          such purposes including reimbursement of advances made, or certain expenses
          incurred, with respect to the Mortgage Loans.

         

        The
          Agreement permits, with certain exceptions and conditions provided therein,
          the
          amendment thereof and the modification of the rights and obligations of
          the
          Depositor, the Master Servicer and the Trustee and the rights of the Holders
          of
          the Certificates under the Agreement at any time by the Depositor, the
          Master
          Servicer and the Trustee, with the consent of the Holders of Certificates
          entitled to at least 66%, in some cases 100%, 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 set forth
          therein,
          the transfer of this Certificate is registrable in the Certificate Register
          upon
          surrender of this Certificate for registration of transfer at the offices
          or
          agencies appointed by the Trustee 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 Trustee and the Certificate
          Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
          authorized in writing, and thereupon one or more new Certificates of the
          same
          Class in authorized denominations evidencing the same aggregate Percentage
          Interest will be issued to the designated transferee or
          transferees.

         

        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
          set
          forth therein, 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.

         

        [[For
          Class A-4 Certificates only:] 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, (i) if such transfer is made in reliance
          upon
          Rule 144A under the 1933 Act, the Trustee shall require the transferor
          to
          execute a transferor certificate in substantially the same form attached
          to the
          Agreement as Exhibit F-2 and the transferee to execute an investment letter
          in
          substantially the form attached to the Agreement as Exhibit F-1 or (ii)
          (A) the
          Trustee shall require the transferor to execute a transferor certificate
          (in
          substantially the form attached to the Agreement as Exhibit F-2) and the
          transferee to execute an investment letter (in substantially the form attached
          to the Agreement as Exhibit F-3) acceptable to and in form and substance
          reasonably satisfactory to the Depositor and the Trustee certifying to
          the
          Depositor and the Trustee the facts surrounding such transfer, which investment
          letter shall not be an expense of the Trustee or the Depositor and (B)
          the
          Trustee and the Depositor shall require a written Opinion of Counsel (which
          may
          be in-house counsel) acceptable to and in form and substance reasonably
          satisfactory to the Trustee and the Depositor that such transfer may be
          made
          pursuant to an exemption, describing the applicable exemption and the basis
          therefor, from the 1933 Act or is being made pursuant to the 1933 Act,
          which
          Opinion of Counsel shall not be an expense of the Trustee or the Depositor.
          None
          of the Depositor, the Certificate Registrar 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
          Certificate Registrar and the Master 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.]

         

        Any
          transferee of this Certificate shall make or be deemed to have made the
          representations in Section 5.02(e) of the  Agreement.

         

        [[For
          Class A-4 Certificates only:] Notwithstanding the foregoing, the certifications
          described in the previous two paragraphs will not be required with respect
          to
          the transfer of this Certificate to a Depository, or for any subsequent
          transfer
          of this Certificate for so long as this Certificate is a Book-Entry
          Certificate.  Any Transferee of this Certificate will be deemed to
          have represented by virtue of its purchase or holding of this Certificate
          (or
          interest herein) that (i) either (a) such Transferee is not a Plan Investor
          or
          (b) such Transferee is an “accredited investor” within the meaning of Rule
          501(a) promulgated pursuant to the 1933 Act and (ii) such Transferee is
          a
“qualified institutional buyer” within the meaning of Rule 144A under the 1933
          Act.]

        


        No
          service charge will be made for any such registration of transfer or exchange
          of
          Certificates, but the Certificate Registrar 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 Master Servicer, the Trustee and the Certificate Registrar
          and
          any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
          Registrar may treat the Person in whose name this Certificate is registered
          as
          the owner hereof for all purposes, and none of the Depositor, the Master
          Servicer, the Trustee, the Certificate Registrar 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 (or provision for payment) to the Holders of the
          Certificates of all amounts held by or on behalf of the Trustee and required
          to
          be paid to them pursuant to the Agreement following the earlier of (i)
          the
          Distribution Date on which the Certificate Principal Balance of each Class
          of
          Certificates has been reduced to zero, (ii) the final payment (or any advance
          with respect thereto) on or other liquidation of the last Mortgage Loan
          remaining in the Trust Fund and (iii) the optional purchase by the party
          designated in the Agreement at a price determined as provided in the Agreement
          from the Trust Fund of all the Mortgage Loans and all property acquired
          in
          respect of such Mortgage Loans remaining therein. The Agreement permits,
          but
          does not require, the party designated in the Agreement to purchase from
          the
          Trust Fund all the related Mortgage Loans and all property acquired in
          respect
          of any related Mortgage Loan remaining therein 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
          Loan
          Balance of the related Mortgage Loans at the time of purchase being less
          than
          10% of the aggregate principal balance of the related Mortgage Loans as
          of the
          Cut-off Date.

         

        The
          recitals contained herein shall be taken as statements of the Depositor
          and the
          Trustee assumes no responsibility for their correctness.

         

        Unless
          the certificate of authentication hereon has been executed by the Certificate
          Registrar, by manual signature, this Certificate shall not be entitled
          to any
          benefit under the Agreement or be valid for any purpose.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


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

         

        Dated:
          May 30, 2007

         

        
          	 	 	 	 	 	 	 	
                  CITIBANK,
                    N.A.

                  as
                    Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                


        

        


         

        


        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Class A-_ Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	 	 	 	 	 	 	
                  CITIBANK,
                    N.A.

                  as
                    Certificate Registrar

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Signatory

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        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

                
	
                  TEN
                    ENT -

                	 	
                  as
                    tenants by the entireties

                	 	 	 	
                  (Cust)   (Minor)

                
	 	 	 	 	 	 	
                  under
                    Uniform Gifts to

                  Minors
                    Act

                
	
                  JT
                    TEN -

                	 	
                  as
                    joint tenants with right of survivorship and not as tenants in
                    common

                	 	 	 	
                  ______________

                  (State)

                


        

        


         

        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)

         

        the
          Percentage Interest evidenced by the within Mortgage Pass-Through Certificate
          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 Certificate Registrar 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

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

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

        
          	
                  to

                	 	
                  ,

                
	
                  for
                    the account of

                	 	
                  ,

                
	
                  account
                    number___________, or, if mailed by check, to

                	 	
                  ,

                
	
                  Applicable
                    statements should be mailed to

                	 	
                  ,

                
	 	
                  .

                


        

        


        
          	
                  This
                    information is provided by

                	 	
                  ,

                
	
                  the
                    assignee named above, or

                	 	
                  ,

                
	
                  as
                    its agent.

                	 	 


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          B

         

        [RESERVED]

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          C-1

         

        FORM
          OF
          CLASS R 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 AGREEMENT REFERRED
          TO
          HEREIN.

         

        NO
          TRANSFER OF THIS CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR
          OTHER  RETIREMENT  ARRANGEMENT  (EACH A “PLAN”)
          SUBJECT TO THE
          EMPLOYEE  RETIREMENT  INCOME  SECURITY ACT OF
          1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE WILL BE REGISTERED
          EXCEPT IN ACCORDANCE WITH SECTION 5.02(e) OF THE AGREEMENT.

         

        ANY
          RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
          IF
          THE PROPOSED TRANSFEREE  PROVIDES (I) AN AFFIDAVIT TO THE TRUSTEE 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(F) OF THE
          AGREEMENT REFERRED TO HEREIN.  ANY PERSON THAT IS A DISQUALIFIED
          ORGANIZATION IS PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS
          CERTIFICATE.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  Certificate
                    No. ___

                   

                	 
	
                  PHHMC
                    Mortgage Pass-Through Certificates,  Series 2007-3, Class
                    R-_

                   

                	
                  Percentage
                    Interest: Variable Rate

                   

                
	
                  Pass-Through
                    Rate: Variable

                   

                	
                  Master
                    Servicer:

                  PHH
                    Mortgage Corporation

                   

                
	
                  Date
                    of Agreement and Cut-off Date:

                  May
                    1, 2007

                   

                	
                  Trustee:
                    Citibank, N.A.

                   

                
	
                  First
                    Distribution Date: June 18, 2007

                   

                	
                  Issue
                    Date: May 30, 2007

                   

                
	
                  No.
                    _

                   

                	
                  CUSIP:
                    ___________

                   

                


        

        


        MORTGAGE
          PASS-THROUGH CERTIFICATE

         

        evidencing
          a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
          primarily of a pool of conventional, one- to four-family, fixed-rate, first
          lien
          mortgage loans (the “Mortgage Loans”) formed and sold by

         

        PHH
          MORTGAGE CAPITAL LLC

         

        PHHMC
          MORTGAGE PASS-THROUGH CERTIFICATES,  SERIES 2007-3

         

        THIS
          CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN PHH MORTGAGE
          CAPITAL LLC, THE MASTER SERVICER, 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 ___________________ 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 R-_ Certificates as
          of the
          Issue Date) in that certain beneficial ownership interest evidenced by
          all the
          Class R-_ Certificates in The Trust Fund created pursuant to a Pooling
          and
          Servicing Agreement, dated as specified above (the “Agreement”), among PHH
          Mortgage Capital LLC (hereinafter called the “Depositor,” which term includes
          any successor entity under the Agreement), the Master Servicer 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 18th day
          of
          each month or, if such 18th 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.

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Mortgage Pass-Through Certificates of the Series specified on the face
          hereof
          (hereinafter 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
          Collection Account and the Distribution Account may be made from time to
          time
          for purposes other than distributions to Holders of the Certificates, such
          purposes including reimbursement of advances made, or certain expenses
          incurred,
          with respect to the Mortgage Loans.

         

        The
          Agreement permits, with certain exceptions and conditions provided therein,
          the
          amendment thereof and the modification of the rights and obligations of
          the
          Depositor, the Master Servicer and the Trustee and the rights of the Holders
          of
          the Certificates under the Agreement at any time by the Depositor, the
          Master
          Servicer and the Trustee, with the consent of the Holders of Certificates
          entitled to at least 66%, in some cases 100%, 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 set forth
          therein,
          the transfer of this Certificate is registrable in the Certificate Register
          upon
          surrender of this Certificate for registration of transfer at the offices
          or
          agencies appointed by the Trustee 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 Trustee and the Certificate
          Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
          authorized in writing, and thereupon one or more new Certificates of the
          same
          Class in authorized denominations evidencing the same aggregate Percentage
          Interest will be issued to the designated transferee or
          transferees.

         

        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
          set
          forth therein, 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
          transfer of this Certificate to a Plan subject to ERISA or Section 4975
          of the
          Code, any Person acting, directly or indirectly, on behalf of any such
          Plan or
          any person using Plan Assets to acquire this Certificate shall be made
          except in
          accordance with Section 5.02(e) of the Agreement.

         

        Prior
          to
          registration of any transfer, sale or other disposition of this Certificate,
          the
          proposed transferee shall provide to the Trustee (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 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.

         

        No
          service charge will be made for any such registration of transfer or exchange
          of
          Certificates, but the Certificate Registrar 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 Master Servicer, the Trustee and the Certificate Registrar
          and
          any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
          Registrar may treat the Person in whose name this Certificate is registered
          as
          the owner hereof for all purposes, and none of the Depositor, the Master
          Servicer, the Trustee, the Certificate Registrar 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 (or provision for payment) to the Holders of the
          Certificates of all amounts held by or on behalf of the Trustee and required
          to
          be paid to them pursuant to the Agreement following the earlier of (i)
          the
          Distribution Date on which the Certificate Principal Balance of each Class
          of
          Certificates has been reduced to zero, (ii) the final payment (or any advance
          with respect thereto) on or other liquidation of the last Mortgage Loan
          remaining in The Trust Fund and (iii) the optional purchase by the party
          designated in the Agreement at a price determined as provided in the Agreement
          from The Trust Fund of all the Mortgage Loans and all property acquired
          in
          respect of such Mortgage Loans remaining therein. The Agreement permits,
          but
          does not require, the party designated in the Agreement to purchase from
          the
          Trust Fund all the related Mortgage Loans and all property acquired in
          respect
          of any related Mortgage Loan remaining therein 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
          Loan
          Balance of the related Mortgage Loans at the time of purchase being less
          than
          10% of the aggregate principal balance of the related Mortgage Loans as
          of the
          Cut-off Date.

         

        The
          recitals contained herein shall be taken as statements of the Depositor
          and the
          Trustee assumes no responsibility for their correctness.

         

        Unless
          the certificate of authentication hereon has been executed by the Certificate
          Registrar, by manual signature, this Certificate shall not be entitled
          to any
          benefit under the Agreement or be valid for any purpose.

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


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

         

        Dated:
          May 30, 2007

         

        
          	 	 	 	 	 	 	 	
                  CITIBANK,
                    N.A.

                  as
                    Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                


        

         

        


        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Class R-_ Certificates referred to in the within-mentioned
          Agreement.

         

        
          	 	 	 	 	 	 	 	
                  CITIBANK,
                    N.A.

                  as
                    Certificate Registrar

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Signatory

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        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

                
	
                  TEN
                    ENT -

                	 	
                  as
                    tenants by the entireties

                	 	 	 	
                  (Cust)   (Minor)

                
	 	 	 	 	 	 	
                  under
                    Uniform Gifts to

                  Minors
                    Act

                
	
                  JT
                    TEN -

                	 	
                  as
                    joint tenants with right of survivorship and not as tenants in
                    common

                	 	 	 	
                  ______________

                  (State)

                


        

        


         

        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)

         

        the
          Percentage Interest evidenced by the within Mortgage Pass-Through Certificate
          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 Certificate Registrar 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

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

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

        
          	
                  to

                	 	
                  ,

                
	
                  for
                    the account of

                	 	
                  ,

                
	
                  account
                    number___________, or, if mailed by check, to

                	 	
                  ,

                
	
                  Applicable
                    statements should be mailed to

                	 	
                  ,

                
	 	
                  .

                


        

        


        
          	
                  This
                    information is provided by

                	 	
                  ,

                
	
                  the
                    assignee named above, or

                	 	
                  ,

                
	
                  as
                    its agent.

                	 	 


        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          C-2

         

        FORM
          OF
          CLASS B 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”).

         

        [[FOR
          CLASS B-1, CLASS B-2 AND CLASS B-3 CERTIFICATES ONLY:] UNLESS THIS CERTIFICATE
          IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY,
          A
          NEW YORK CORPORATION (“DTC”), TO ISSUER OR ITS AGENT FOR REGISTRATION OF
          TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED
          IN THE
          NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
          REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH
          OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
          TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY
          PERSON
          IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
          INTEREST HEREIN.]

         

        THIS
          CERTIFICATE IS SUBORDINATE TO THE SENIOR CERTIFICATES, THE RESIDUAL
          CERTIFICATES, [THE CLASS B-1 CERTIFICATES] [,] [AND] [THE CLASS B-2
          CERTIFICATES] [,] [AND] [THE CLASS B-3 CERTIFICATES] [,] [AND] [THE CLASS
          B-4
          CERTIFICATES] [AND THE CLASS B-5 CERTIFICATES] TO THE EXTENT DESCRIBED
          IN THE
          AGREEMENT REFERRED TO HEREIN.

         

        [[FOR
          THE
          CLASS B-1, CLASS B-2 AND CLASS B-3 CERTIFICATES ONLY:] ANY TRANSFEREE OF
          THIS
          CERTIFICATE SHALL MAKE OR BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN
          SECTION
          5.02(e) OF THE POOLING AND SERVICING AGREEMENT.]

         

        [[FOR
          THE
          CLASS B-4, CLASS B-5 AND CLASS B-6 CERTIFICATES ONLY:] NO TRANSFER OF THIS
          CERTIFICATE TO AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
          (EACH A
“PLAN”) SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
          AMENDED (“ERISA”), OR SECTION 4975 OF THE CODE WILL BE REGISTERED EXCEPT IN
          ACCORDANCE WITH SECTION 5.02(e) OF THE AGREEMENT.]

         

        [[FOR
          CLASS B-1 CERTIFICATE AND B-2 CERTIFICATE ONLY:] NOTWITHSTANDING THE PREVIOUS
          PARAGRAPH, A CERTIFICATION WILL NOT BE REQUIRED WITH RESPECT TO THE TRANSFER
          OF
          THIS CERTIFICATE TO A DEPOSITORY, OR FOR ANY SUBSEQUENT TRANSFER OF THIS
          CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS A BOOK-ENTRY
          CERTIFICATE.  ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO
          HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE
          (OR
          INTEREST HEREIN) THAT SUCH TRANSFEREE IS EITHER (I) NOT A PLAN INVESTOR
          OR (II)
          AN “ACCREDITED INVESTOR” WITHIN THE MEANING OF RULE 501(a) PROMULGATED PURSUANT
          TO THE 1933 ACT.]

         

         [[FOR
          THE CLASS B-1, CLASS B-2, CLASS B-4, CLASS B-5 AND CLASS B-6 CERTIFICATES
          ONLY:]
          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(D) OF THE AGREEMENT.]

         

        [[FOR
          THE
          CLASS B-1 CERTIFICATE AND B-2 CERTIFICATE ONLY:] NOTWITHSTANDING THE PREVIOUS
          PARAGRAPH, A CERTIFICATION WILL NOT BE REQUIRED WITH RESPECT TO THE TRANSFER
          OF
          THIS CERTIFICATE TO A DEPOSITORY, OR FOR ANY SUBSEQUENT TRANSFER OF THIS
          CERTIFICATE FOR SO LONG AS THIS CERTIFICATE IS A BOOK-ENTRY
          CERTIFICATE.  ANY TRANSFEREE OF THIS CERTIFICATE WILL BE DEEMED TO
          HAVE REPRESENTED BY VIRTUE OF ITS PURCHASE OR HOLDING OF THIS CERTIFICATE
          (OR
          INTEREST HEREIN) THAT SUCH TRANSFEREE IS A “QUALIFIED INSTITUTIONAL BUYER”
WITHIN THE MEANING OF RULE 144A UNDER THE 1933 ACT.]


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	 	 
	
                  PHHMC
                    Mortgage Pass-Through Certificates,  Series 2007-3, Class
                    B-__

                   

                	
                  Aggregate
                    Certificate Principal

                  Balance
                    of Class B-__

                  Certificates as of the Issue Date:
                    $__________

                   

                
	
                  Pass-Through
                    Rate: Variable

                   

                	
                  Denomination:
                    $__________

                   

                   

                
	
                  Date
                    of Agreement and Cut-off Date:

                  May
                    1, 2007

                   

                	
                  Master
                    Servicer:

                  PHH
                    Mortgage Corporation

                   

                
	
                  First
                    Distribution Date: June 18, 2007

                   

                	 
	 	
                  Trustee:
                    Citibank, N.A.

                   

                
	
                  No.
                    1

                   

                	
                  Issue
                    Date: May 30, 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.

         

        MORTGAGE
          PASS-THROUGH CERTIFICATE

         

        evidencing
          a beneficial ownership interest in a Trust Fund (the “Trust Fund”) consisting
          primarily of a pool of conventional, one- to four-family, fixed-rate, first
          lien
          mortgage loans (the “Mortgage Loans”) formed and sold by

         

        PHH
          MORTGAGE CAPITAL LLC

         

        PHHMC
          MORTGAGE PASS-THROUGH CERTIFICATES,  SERIES 2007-3

         

        THIS
          CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN PHH MORTGAGE
          CAPITAL LLC, THE MASTER SERVICER, 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 _______________ 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 B-__ Certificates as of the
          Issue
          Date) in that certain beneficial ownership interest evidenced by all the
          Class
          B-__ Certificates in the Trust Fund created pursuant to a Pooling and Servicing
          Agreement, dated as specified above (the “Agreement”), among PHH Mortgage
          Capital LLC (hereinafter called the “Depositor,” which term includes any
          successor entity under the Agreement), the Master Servicer 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 18th day
          of
          each month or, if such 18th 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 B-__ 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 or on behalf of the Trustee by wire transfer in
          immediately available funds to the account of the Person entitled thereto
          if
          such Person shall have so notified the Trustee in writing at least five
          Business
          Days prior to the Record Date immediately prior to such Distribution Date
          and is
          the registered owner of Class B-__ Certificates, the aggregate initial
          Certificate Principal Balance of which is in excess of the lesser of (i)
          $5,000,000 or (ii) two-thirds of the aggregate initial Certificate Principal
          Balance of the Class B-__ Certificates, 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
          Trustee of the pendency of such distribution and only upon the presentation
          and
          surrender of this Certificate at the office or agency appointed by the
          Trustee
          for that purpose as provided in the Agreement.

         

        This
          Certificate is one of a duly authorized issue of Certificates designated
          as
          Mortgage Pass-Through Certificates of the Series specified on the face
          hereof
          (hereinafter 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
          Collection Account and the Distribution Account may be made from time to
          time
          for purposes other than distributions to Holders of the Certificates, such
          purposes including reimbursement of advances made, or certain expenses
          incurred,
          with respect to the Mortgage Loans.

         

        The
          Agreement permits, with certain exceptions and conditions provided therein,
          the
          amendment thereof and the modification of the rights and obligations of
          the
          Depositor, the Master Servicer and the Trustee and the rights of the Holders
          of
          the Certificates under the Agreement at any time by the Depositor, the
          Master
          Servicer and the Trustee, with the consent of the Holders of Certificates
          entitled to at least 66%, in some cases 100%, 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 set forth
          therein,
          the transfer of this Certificate is registrable in the Certificate Register
          upon
          surrender of this Certificate for registration of transfer at the offices
          or
          agencies appointed by the Trustee 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 Trustee and the Certificate
          Registrar duly executed by, the Holder hereof or such Holder’s attorney duly
          authorized in writing, and thereupon one or more new Certificates of the
          same
          Class in authorized denominations evidencing the same aggregate Percentage
          Interest will be issued to the designated transferee or
          transferees.

         

        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
          set
          forth therein, 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.

         

        [[For
          the
          Class B-1, Class B-2, Class B-4, Class B-5 and Class B-6 Certificates only:]
          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, (i)
          if
          such transfer is made in reliance upon Rule 144A under the 1933 Act, the
          Trustee
          shall require the transferor to execute a transferor certificate in
          substantially the same form attached to the Agreement as Exhibit F-2 and
          the
          transferee to execute an investment letter in substantially the form attached
          to
          the Agreement as Exhibit F-1 or (ii) (A) the Trustee shall require the
          transferor to execute a transferor certificate (in substantially the form
          attached to the Agreement as Exhibit F-2) and the transferee to execute
          an
          investment letter (in substantially the form attached to the Agreement
          as
          Exhibit F-3) acceptable to and in form and substance reasonably satisfactory
          to
          the Depositor and the Trustee certifying to the Depositor and the Trustee
          the
          facts surrounding such transfer, which investment letter shall not be an
          expense
          of the Trustee or the Depositor and (B) the Trustee and the Depositor shall
          require a written Opinion of Counsel (which may be in-house counsel) acceptable
          to and in form and substance reasonably satisfactory to the Trustee and
          the
          Depositor that such transfer may be made pursuant to an exemption, describing
          the applicable exemption and the basis therefor, from the 1933 Act or is
          being
          made pursuant to the 1933 Act, which Opinion of Counsel shall not be an
          expense
          of the Trustee or the Depositor. None of the Depositor, the Certificate
          Registrar 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 Certificate
          Registrar and the Master 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.]

         

        [[For
          the
          Class B-1, Class B-2 Class B-3 Certificates only:] Any transferee of this
          Certificate shall make or be deemed to have made the representations in
          Section
          5.02(e) of the  Agreement.]

         

        [[For
          the
          Class B-4, Class B-5 and Class B-6 Certificates only:] No transfer of this
          Certificate to a Plan subject to ERISA or Section 4975 of the Code, any
          Person
          acting, directly or indirectly, on behalf of any such Plan or any person
          using
          Plan Assets to acquire this Certificate shall be made except in accordance
          with
          Section 5.02(e) of the Agreement.]

         

        [[For
          Class B-1 Certificates and Class B-2 Certificates only:] Notwithstanding
          the
          foregoing, the certifications described in the previous two paragraphs
          will not
          be required with respect to the transfer of this Certificate to a Depository,
          or
          for any subsequent transfer of this Certificate for so long as this Certificate
          is a Book-Entry Certificate.  Any Transferee of this Certificate will
          be deemed to have represented by virtue of its purchase or holding of this
          Certificate (or interest herein) that (i) either (a) such Transferee is
          not a
          Plan Investor or (b) such Transferee is an “accredited investor” within the
          meaning of Rule 501(a) promulgated pursuant to the 1933 Act and (ii) such
          Transferee is a “qualified institutional buyer” within the meaning of Rule 144A
          under the 1933 Act.]

         

        No
          service charge will be made for any such registration of transfer or exchange
          of
          Certificates, but the Certificate Registrar 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 Master Servicer, the Trustee and the Certificate Registrar
          and
          any agent of the Depositor, the Master Servicer, the Trustee or the Certificate
          Registrar may treat the Person in whose name this Certificate is registered
          as
          the owner hereof for all purposes, and none of the Depositor, the Master
          Servicer, the Trustee, the Certificate Registrar 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 (or provision for payment) to the Holders of the
          Certificates of all amounts held by or on behalf of the Trustee and required
          to
          be paid to them pursuant to the Agreement following the earlier of (i)
          the
          Distribution Date on which the Certificate Principal Balance of each Class
          of
          Certificates has been reduced to zero, (ii) the final payment (or any advance
          with respect thereto) on or other liquidation of the last Mortgage Loan
          remaining in The Trust Fund and (iii) the optional purchase by the party
          designated in the Agreement at a price determined as provided in the Agreement
          from The Trust Fund of all the Mortgage Loans and all property acquired
          in
          respect of such Mortgage Loans remaining therein. The Agreement permits,
          but
          does not require, the party designated in the Agreement to purchase from
          the
          Trust Fund all the related Mortgage Loans and all property acquired in
          respect
          of any related Mortgage Loan remaining therein 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
          Loan
          Balance of the related Mortgage Loans at the time of purchase being less
          than
          10% of the aggregate principal balance of the related Mortgage Loans as
          of the
          Cut-off Date.

         

        The
          recitals contained herein shall be taken as statements of the Depositor
          and the
          Trustee assumes no responsibility for their correctness.

         

        Unless
          the certificate of authentication hereon has been executed by the Certificate
          Registrar, by manual signature, this Certificate shall not be entitled
          to any
          benefit under the Agreement or be valid for any purpose.

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


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

         

        Dated:
          May 30, 2007

         

        
          	 	 	 	 	 	 	 	
                  CITIBANK,
                    N.A.

                  as
                    Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Officer

                


        

        


        CERTIFICATE
          OF AUTHENTICATION

         

        This
          is
          one of the Class B-__ Certificates referred to in the within-mentioned
          Agreement.

         

        


        
          	 	 	 	 	 	 	 	
                  CITIBANK,
                    N.A.

                  as
                    Certificate Registrar

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	 	
                  Authorized
                    Signatory

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        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

                
	
                  TEN
                    ENT -

                	 	
                  as
                    tenants by the entireties

                	 	 	 	
                  (Cust)   (Minor)

                
	 	 	 	 	 	 	
                  under
                    Uniform Gifts to

                  Minors
                    Act

                
	
                  JT
                    TEN -

                	 	
                  as
                    joint tenants with right of survivorship and not as tenants in
                    common

                	 	 	 	
                  ______________

                  (State)

                


        

        


         

        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)

         

        the
          Percentage Interest evidenced by the within Mortgage Pass-Through Certificate
          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 Certificate Registrar 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

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        DISTRIBUTION
          INSTRUCTIONS

         

        The
          assignee should include the following for purposes of distribution:

         

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

        
          	
                  to

                	 	
                  ,

                
	
                  for
                    the account of

                	 	
                  ,

                
	
                  account
                    number___________, or, if mailed by check, to

                	 	
                  ,

                
	
                  Applicable
                    statements should be mailed to

                	 	
                  ,

                
	 	
                  .

                


        

        


        
          	
                  This
                    information is provided by

                	 	
                  ,

                
	
                  the
                    assignee named above, or

                	 	
                  ,

                
	
                  as
                    its agent.

                	 	 


        

        


         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          D

         

        MORTGAGE
          LOAN SCHEDULE

         

        ======================================================================================================================================================================================================================================================================================
    ZIP          OCCUPANCY                    PROPERTY TYPE              ORIGINAL TERM TO MATURITY               CLOSING DATE             LOAN TO VALUE AT ORIGINATION          ELTV / LTV AT ORIGINATION               GROSS RATE                         FIRST PAYMENT DATE
======================================================================================================================================================================================================================================================================================
55077               O/O                           SFD                               360                           1/2/2003                              80.00                                80.                          6.250                                      3/1/2003
29455               O/O                           SFD                               360                          7/26/2005                              78.52                              78.52                          6.625                                      5/1/2007
19975               SEC                           SFD                               360                          4/12/2006                              88.15                              88.15                          6.420                                      3/1/2007
55359               O/O                           SFD                               360                          3/28/2007                              56.50                               56.5                          6.125                                      5/1/2007
55441               O/O                           PUDDT                             360                          3/29/2007                              79.58                              79.58                          6.125                                      5/1/2007
92562               O/O                           SFD                               240                          3/19/2007                              71.78                              71.78                          6.250                                      5/1/2007
12159               O/O                           SFD                               360                          3/23/2007                              69.08                              69.08                          6.125                                      5/1/2007
45056               O/O                           SFD                               360                          10/4/2006                              79.23                              79.23                          7.500                                     12/1/2006
55613               O/O                           SFD                               240                           1/4/2007                              80.00                                80.                          6.000                                      3/1/2007
55125               O/O                           PUDDT                             360                          3/30/2007                              70.00                                70.                          6.000                                      5/1/2007
55044               O/O                           SFD                               360                           4/6/2007                              80.00                                80.                          6.250                                      5/1/2007
92821               O/O                           PUDDT                             360                          3/28/2007                              80.00                                80.                          6.375                                      5/1/2007
92352               SEC                           SFD                               360                          4/13/2007                              80.00                                80.                          6.375                                      6/1/2007
60203               O/O                           SFD                               360                          3/30/2007                              77.61                              77.61                          6.250                                      5/1/2007
92352               O/O                           SFD                               240                           4/4/2007                              80.00                                80.                          6.125                                      6/1/2007
55347               O/O                           SFD                               240                          4/11/2007                              73.60                               73.6                          6.250                                      6/1/2007
60657               O/O                           SFD                               360                          4/17/2007                              80.00                                80.                          6.375                                      6/1/2007
55044               O/O                           PUDDT                             360                          4/24/2007                              66.59                              66.59                          6.250                                      6/1/2007
93001               SEC                           SFD                               360                           4/2/2007                              69.89                              69.89                          6.375                                      6/1/2007
19963               O/O                           SFD                               360                          4/20/2007                              79.26                              79.26                          6.250                                      6/1/2007
19103               O/O                           COOP                              360                          8/14/2006                              80.00                                80.                          6.790                                     10/1/2006
98403               O/O                           SFD                               360                         11/14/2006                              79.72                              79.72                          6.125                                      1/1/2007
89410               SEC                           SFD                               360                         12/29/2006                              80.00                                80.                          6.375                                      2/1/2007
11234               O/O                           SFD                               360                          3/23/2007                              93.10                               93.1                          6.250                                      5/1/2007
11724               O/O                           SFD                               360                          3/12/2007                              56.99                              56.99                          5.750                                      5/1/2007
88011               O/O                           SFD                               360                          2/20/2007                              75.74                              75.74                          6.750                                      4/1/2007
07738               O/O                           PUDDT                             360                           4/9/2007                              69.89                              69.89                          6.190                                      6/1/2007
32258               O/O                           PUDDT                             360                           4/2/2007                              55.56                              55.56                          5.895                                      6/1/2007
33647               O/O                           PUDDT                             360                          4/18/2007                              80.00                                80.                          6.210                                      6/1/2007
11777               O/O                           SFD                               360                          1/12/2007                              67.13                              67.13                          6.190                                      3/1/2007
95316               O/O                           SFD                               360                           4/2/2007                              55.56                              55.56                          6.088                                      6/1/2007
07052               O/O                           CONDO                             360                          3/30/2007                              80.00                                80.                          6.375                                      5/1/2007
03087               O/O                           SFD                               360                           4/1/2007                              75.96                              75.96                          5.802                                      6/1/2007
92024               O/O                           SFD                               360                          4/18/2007                              41.79                              41.79                          6.175                                      6/1/2007
07762               SEC                           SFD                               360                          4/23/2007                              80.00                                80.                          6.125                                      6/1/2007
98040               O/O                           SFD                               360                          2/27/2007                              73.54                              73.54                          6.125                                      4/1/2007
60611               O/O                           COOP                              360                          3/19/2007                              75.00                                75.                          6.875                                      5/1/2007
33706               SEC                           SFD                               360                          2/23/2007                              80.00                                80.                          6.500                                      4/1/2007
02835               SEC                           CONDO                             360                           3/5/2007                              62.58                              62.58                          6.625                                      5/1/2007
10538               O/O                           SFD                               360                          3/12/2007                              34.29                              34.29                          6.500                                      5/1/2007
23454               O/O                           SFD                               360                          3/30/2007                              66.67                              66.67                          6.000                                      5/1/2007
07090               O/O                           SFD                               360                          4/18/2007                              50.19                              50.19                          6.330                                      6/1/2007
02842               O/O                           SFD                               360                          3/28/2007                              74.78                              74.78                          6.250                                      5/1/2007
08807               O/O                           SFD                               360                           3/5/2007                              80.00                                80.                          6.500                                      5/1/2007
23322               O/O                           SFD                               360                           4/3/2007                              82.61                              82.61                          6.125                                      6/1/2007
84098               O/O                           SFD                               360                           3/7/2007                              51.34                              51.34                          6.125                                      5/1/2007
21108               O/O                           PUDDT                             360                          3/26/2007                              65.50                               65.5                          5.875                                      5/1/2007
08540               O/O                           SFD                               360                          3/30/2007                              71.11                              71.11                          6.125                                      5/1/2007
10530               O/O                           SFD                               360                           3/2/2007                              80.00                                80.                          6.330                                      5/1/2007
07901               O/O                           SFD                               360                           4/5/2007                              67.57                              67.57                          6.125                                      6/1/2007
90292               O/O                           CONDO                             360                          4/11/2007                              66.67                              66.67                          6.295                                      6/1/2007
85743               O/O                           SFD                               360                           4/4/2007                              80.00                                80.                          6.000                                      6/1/2007
11040               O/O                           SFD                               360                           4/3/2007                              79.36                              79.36                          6.225                                      6/1/2007
10536               O/O                           SFD                               360                          3/29/2007                              77.76                              77.76                          6.040                                      5/1/2007
94539               O/O                           SFD                               360                          3/23/2007                              70.23                              70.23                          6.000                                      5/1/2007
03816               SEC                           PUDDT                             360                          3/28/2007                              67.21                              67.21                          6.290                                      5/1/2007
06897               O/O                           SFD                               360                          4/24/2007                              80.00                                80.                          6.125                                      6/1/2007
08003               O/O                           SFD                               240                          4/12/2007                              89.23                              89.23                          6.290                                      6/1/2007
07830               O/O                           SFD                               360                           4/2/2007                              52.02                              52.02                          6.625                                      6/1/2007
07853               O/O                           SFD                               360                          4/18/2007                              80.00                                80.                          6.290                                      6/1/2007
10543               O/O                           SFD                               360                           4/5/2007                              80.00                                80.                          6.155                                      6/1/2007
94941               O/O                           SFD                               360                          4/16/2007                              51.16                              51.16                          5.925                                      6/1/2007
02025               O/O                           SFD                               360                           4/9/2007                              80.00                                80.                          6.250                                      6/1/2007
07642               O/O                           SFD                               360                          3/15/2007                              72.67                              72.67                          6.125                                      5/1/2007
92591               O/O                           PUDDT                             360                          3/13/2007                              80.00                                80.                          6.250                                      5/1/2007
33467               O/O                           PUDDT                             360                          3/17/2007                              67.61                              67.61                          6.000                                      5/1/2007
85704               O/O                           PUDDT                             360                          3/15/2007                              63.28                              63.28                          6.250                                      5/1/2007
95945               O/O                           SFD                               360                           4/5/2007                              80.00                                80.                          5.750                                      6/1/2007
91104               O/O                           2UNIT                             360                          3/20/2007                              80.00                                80.                          6.000                                      5/1/2007
22079               O/O                           PUDDT                             360                           4/2/2007                              80.00                                80.                          6.000                                      6/1/2007
90740               O/O                           SFD                               360                          4/12/2007                              60.91                              60.91                          6.250                                      6/1/2007
20141               O/O                           PUDDT                             360                          3/28/2007                              80.00                                80.                          5.750                                      5/1/2007
32561               O/O                           SFD                               360                           4/4/2007                              95.00                                95.                          6.000                                      6/1/2007
60657               O/O                           SFD                               360                          3/15/2007                              45.09                              45.09                          6.375                                      5/1/2007
21060               O/O                           SFD                               360                          3/30/2007                              80.00                                80.                          6.250                                      5/1/2007
07079               O/O                           SFD                               360                          4/26/2007                              80.00                                80.                          6.250                                      6/1/2007
07092               O/O                           SFD                               360                          3/21/2007                              80.00                                80.                          5.625                                      5/1/2007
92592               O/O                           SFD                               360                          3/13/2007                              80.00                                80.                          6.125                                      5/1/2007
21842               SEC                           CONDO                             360                          3/30/2007                              79.83                              79.83                          6.000                                      5/1/2007
06460               O/O                           SFD                               360                          4/10/2007                              80.00                                80.                          6.500                                      6/1/2007
92131               O/O                           PUDDT                             360                          3/20/2007                              79.47                              79.47                          6.375                                      5/1/2007
05458               SEC                           SFD                               360                          3/30/2007                              80.00                                80.                          6.375                                      5/1/2007
91001               O/O                           SFD                               360                           4/2/2007                              61.25                              61.25                          6.000                                      6/1/2007
91403               O/O                           SFD                               360                           4/4/2007                              73.44                              73.44                          6.000                                      6/1/2007
90602               O/O                           SFD                               240                          4/13/2007                              79.31                              79.31                          6.125                                      6/1/2007
07016               O/O                           SFD                               360                           4/4/2007                              74.83                              74.83                          5.750                                      6/1/2007
33150               O/O                           SFD                               360                           4/2/2007                              80.00                                80.                          6.000                                      6/1/2007
23314               O/O                           PUDDT                             360                          3/20/2007                              77.86                              77.86                          5.750                                      5/1/2007
20850               O/O                           PUDAT                             360                          3/30/2007                              83.33                              83.33                          6.250                                      5/1/2007
07716               O/O                           SFD                               360                          4/20/2007                              79.12                              79.12                          6.375                                      6/1/2007
07922               O/O                           SFD                               360                          4/13/2007                              75.11                              75.11                          6.460                                      6/1/2007
30183               O/O                           PUDDT                             360                          3/30/2007                              80.00                                80.                          6.000                                      5/1/2007
32820               O/O                           SFD                               360                          3/30/2007                              80.00                                80.                          6.420                                      5/1/2007
76248               O/O                           PUDDT                             360                          4/16/2007                              80.00                                80.                          5.975                                      6/1/2007
01760               O/O                           SFD                               360                           4/4/2007                              84.52                              84.52                          6.460                                      6/1/2007
08527               O/O                           SFD                               360                          3/28/2007                              88.98                              88.98                          6.375                                      5/1/2007
21084               O/O                           SFD                               360                           4/6/2007                              74.77                              74.77                          6.200                                      6/1/2007
33486               O/O                           SFD                               360                          4/10/2007                              68.46                              68.46                          6.085                                      6/1/2007
94506               O/O                           PUDDT                             360                          4/23/2007                              64.51                              64.51                          5.875                                      6/1/2007
06478               O/O                           SFD                               360                           4/6/2007                              84.98                              84.98                          5.900                                      6/1/2007
90049               O/O                           SFD                               360                          4/20/2007                              28.57                              28.57                          6.250                                      6/1/2007
33606               O/O                           SFD                               360                           4/9/2007                              66.52                              66.52                          5.990                                      6/1/2007
91602               O/O                           CONDO                             360                          3/28/2007                              72.66                              72.66                          5.925                                      5/1/2007
19087               O/O                           SFD                               360                          4/13/2007                              72.21                              72.21                          6.375                                      6/1/2007
76266               O/O                           SFD                               360                          4/17/2007                              66.67                              66.67                          6.375                                      6/1/2007
92694               O/O                           PUDDT                             360                          3/26/2007                              53.73                              53.73                          6.250                                      5/1/2007
80439               O/O                           PUDDT                             360                          4/13/2007                              75.86                              75.86                          6.170                                      6/1/2007
06831               O/O                           SFD                               360                           4/5/2007                              80.00                                80.                          6.000                                      6/1/2007
08844               O/O                           SFD                               360                          4/23/2007                              80.00                                80.                          6.315                                      6/1/2007
08822               O/O                           SFD                               360                          4/16/2007                              80.00                                80.                          6.290                                      6/1/2007
21093               O/O                           PUDDT                             360                          3/30/2007                              85.00                                85.                          6.250                                      5/1/2007
94134               O/O                           SFA                               360                          4/11/2007                              69.67                              69.67                          6.500                                      6/1/2007
60060               O/O                           PUDDT                             360                          4/20/2007                              80.00                                80.                          6.250                                      6/1/2007
07739               O/O                           SFD                               360                          4/19/2007                              80.00                                80.                          6.200                                      6/1/2007
95008               O/O                           SFD                               360                          4/12/2007                              48.21                              48.21                          6.100                                      6/1/2007
01776               O/O                           SFD                               360                           4/5/2007                              79.28                              79.28                          6.270                                      6/1/2007
92614               O/O                           PUDDT                             360                          3/30/2007                              64.38                              64.38                          5.875                                      5/1/2007
21797               O/O                           PUDDT                             360                           4/3/2007                              80.00                                80.                          6.170                                      6/1/2007
92024               O/O                           SFD                               360                          4/17/2007                              72.38                              72.38                          6.500                                      6/1/2007
92064               O/O                           PUDDT                             360                           4/3/2007                              64.89                              64.89                          6.250                                      6/1/2007
30253               O/O                           PUDDT                             360                          4/12/2007                              69.44                              69.44                          6.125                                      6/1/2007
05401               O/O                           SFD                               360                           4/9/2007                              77.94                              77.94                          6.250                                      6/1/2007
20715               O/O                           PUDDT                             360                           4/6/2007                              80.00                                80.                          6.250                                      6/1/2007
02138               O/O                           SFD                               360                          4/18/2007                              41.24                              41.24                          6.250                                      6/1/2007
94555               O/O                           PUDDT                             360                          3/16/2007                              80.00                                80.                          6.125                                      5/1/2007
35406               O/O                           SFD                               360                          4/23/2007                              79.52                              79.52                          6.100                                      6/1/2007
91504               O/O                           SFD                               360                           4/4/2007                              74.71                              74.71                          6.250                                      6/1/2007
92399               O/O                           SFD                               360                           4/6/2007                              78.91                              78.91                          6.250                                      6/1/2007
91901               O/O                           SFD                               360                           4/4/2007                              80.00                                80.                          6.375                                      6/1/2007
20016               O/O                           SFD                               360                          4/10/2007                              80.00                                80.                          5.875                                      6/1/2007
97702               O/O                           SFD                               360                           4/9/2007                              65.37                              65.37                          5.875                                      6/1/2007
92130               O/O                           PUDDT                             360                           4/5/2007                              80.00                                80.                          6.125                                      6/1/2007
95816               O/O                           SFD                               360                           4/5/2007                              80.00                                80.                          6.210                                      5/1/2007
94705               O/O                           SFD                               360                          3/30/2007                              55.83                              55.83                          6.125                                      5/1/2007
48324               O/O                           SFD                               360                          4/13/2007                              78.77                              78.77                          6.667                                      6/1/2007
92009               O/O                           PUDDT                             360                           4/5/2007                              80.00                                80.                          6.210                                      6/1/2007
63124               O/O                           PUDDT                             360                          4/24/2007                              75.15                              75.15                          6.330                                      6/1/2007
92128               O/O                           PUDDT                             360                           4/9/2007                              80.00                                80.                          6.125                                      6/1/2007
91913               O/O                           PUDDT                             360                           4/6/2007                              74.67                              74.67                          6.250                                      6/1/2007
95032               O/O                           SFD                               300                          4/20/2007                              45.44                              45.44                          6.335                                      6/1/2007
21012               O/O                           PUDDT                             300                          4/20/2007                              78.93                              78.93                          6.250                                      6/1/2007
93311               O/O                           SFD                               360                           4/6/2007                              80.00                                80.                          6.125                                      6/1/2007
90703               O/O                           SFD                               360                          4/19/2007                              73.48                              73.48                          6.295                                      6/1/2007
98075               O/O                           PUDDT                             360                          4/10/2007                              80.00                                80.                          5.750                                      6/1/2007
07853               O/O                           SFD                               360                          4/30/2007                              73.97                              73.97                          6.125                                      6/1/2007
04110               O/O                           SFD                               360                          4/16/2007                              78.92                              78.92                          6.330                                      6/1/2007
19425               O/O                           SFD                               360                          4/17/2007                              60.00                                60.                          6.080                                      6/1/2007
54984               SEC                           SFD                               360                           4/5/2007                              73.49                              73.49                          6.315                                      6/1/2007
07481               O/O                           SFD                               360                          4/17/2007                              61.79                              61.79                          6.290                                      6/1/2007
02129               O/O                           SFA                               360                           4/3/2007                              66.95                              66.95                          6.290                                      6/1/2007
80020               O/O                           SFD                               360                          4/12/2007                              74.87                              74.87                          6.250                                      6/1/2007
80433               O/O                           SFD                               360                           4/2/2007                              55.32                              55.32                          5.875                                      5/1/2007
94708               O/O                           SFD                               360                           4/4/2007                              80.00                                80.                          5.955                                      6/1/2007
80906               O/O                           PUDDT                             240                          4/24/2007                              68.49                              68.49                          5.875                                      6/1/2007
02556               SEC                           SFD                               360                          4/26/2007                              80.00                                80.                          6.260                                      6/1/2007
22180               O/O                           SFD                               360                          4/20/2007                              77.84                              77.84                          6.500                                      6/1/2007
91326               O/O                           SFD                               360                          4/23/2007                              80.00                                80.                          6.335                                      6/1/2007
27517               O/O                           PUDDT                             360                          4/12/2007                              77.57                              77.57                          6.250                                      6/1/2007
28462               SEC                           SFD                               360                          4/20/2007                              80.00                                80.                          6.125                                      6/1/2007
22152               O/O                           PUDDT                             360                          4/25/2007                              80.00                                80.                          6.390                                      6/1/2007
20176               O/O                           PUDDT                             360                          4/25/2007                              76.92                              76.92                          5.800                                      6/1/2007
04071               O/O                           SFD                               360                          4/24/2007                              77.69                              77.69                          6.125                                      6/1/2007
07920               O/O                           SFD                               360                          4/13/2007                              80.00                                80.                          5.855                                      6/1/2007
47630               O/O                           SFD                               360                          4/16/2007                              80.00                                80.                          6.250                                      6/1/2007
80109               O/O                           PUDDT                             360                           4/6/2007                              95.00                                95.                          6.148                                      6/1/2007
98109               O/O                           SFD                               360                          4/19/2007                              48.05                              48.05                          5.955                                      6/1/2007
22079               O/O                           PUDDT                             360                          4/13/2007                              80.00                                80.                          5.955                                      6/1/2007
85254               O/O                           SFD                               360                          4/17/2007                              80.00                                80.                          6.100                                      6/1/2007
21403               O/O                           PUDDT                             360                          4/20/2007                              70.11                              70.11                          6.190                                      6/1/2007
30306               O/O                           SFD                               360                          4/12/2007                              80.00                                80.                          6.250                                      6/1/2007
80127               O/O                           PUDDT                             360                          4/13/2007                              80.00                                80.                          6.125                                      6/1/2007
19930               SEC                           CONDO                             360                          4/26/2007                              80.00                                80.                          6.375                                      6/1/2007
48439               O/O                           CONDO                             360                           4/9/2007                              78.95                              78.95                          6.250                                      6/1/2007
90713               O/O                           SFD                               360                          4/26/2007                              78.64                              78.64                          6.250                                      6/1/2007
92646               O/O                           SFD                               360                          4/20/2007                              55.56                              55.56                          6.000                                      6/1/2007
34228               O/O                           CONDO                             360                          4/25/2007                              79.47                              79.47                          6.000                                      6/1/2007
85045               O/O                           PUDDT                             360                          4/20/2007                              80.00                                80.                          6.220                                      6/1/2007
30309               O/O                           SFD                               360                          4/23/2007                              80.00                                80.                          6.185                                      6/1/2007
85258               O/O                           PUDDT                             360                          4/24/2007                              80.00                                80.                          6.250                                      6/1/2007
98034               O/O                           SFD                               360                          4/30/2007                              80.00                                80.                          6.250                                      6/1/2007
11937               O/O                           SFD                               360                         11/10/2005                              28.57                              28.57                          5.665                                     12/1/2005
92651               O/O                           SFD                               360                          4/15/2003                              60.41                              60.41                          6.565                                      3/1/2007
85718               O/O                           PUDDT                             360                          8/10/2005                              64.00                                64.                          6.225                                      5/1/2007
60423               O/O                           SFD                               360                           8/2/2006                             100.00                                70.                          6.460                                      4/1/2007
89123               O/O                           CONDO                             360                         12/29/2006                              92.89                                70.                          6.670                                      2/1/2007
11561               O/O                           SFD                               360                         10/26/2006                              78.33                              78.33                          6.250                                     12/1/2006
10956               O/O                           SFD                               360                          3/28/2007                              79.20                               79.2                          6.375                                      5/1/2007
00830               O/O                           3UNIT                             360                          4/11/2007                              38.16                              38.16                          6.367                                      6/1/2007
92037               O/O                           PUDDT                             360                          3/12/2007                              55.82                              55.82                          6.375                                      5/1/2007
30809               O/O                           PUDDT                             360                          1/31/2007                              80.00                                80.                          6.025                                      3/1/2007
02649               SEC                           SFD                               240                          4/12/2007                              63.16                              63.16                          6.170                                      6/1/2007
33483               O/O                           SFD                               360                          4/10/2007                              52.00                                52.                          6.642                                      6/1/2007
07079               O/O                           SFD                               360                          4/18/2007                              56.70                               56.7                          6.250                                      6/1/2007
10801               O/O                           SFD                               360                           4/2/2007                              84.55                              84.55                          6.393                                      6/1/2007
08085               O/O                           SFD                               360                          4/27/2007                              82.95                              82.95                          6.750                                      6/1/2007
11733               O/O                           SFD                               360                          3/29/2007                              77.38                              77.38                          6.225                                      5/1/2007
95125               O/O                           SFD                               360                          4/20/2007                              65.40                               65.4                          6.210                                      6/1/2007
97007               O/O                           SFD                               360                          4/13/2007                              80.00                                80.                          6.421                                      6/1/2007
10021               O/O                           CONDO                             360                          3/20/2007                              55.56                              55.56                          6.250                                      5/1/2007
91011               O/O                           SFD                               360                           3/1/2007                              75.14                                60.                          6.375                                      5/1/2007
21204               O/O                           SFD                               360                          4/12/2007                              72.73                              72.73                          6.540                                      6/1/2007
06525               O/O                           SFD                               360                           4/3/2007                              80.00                                80.                          6.540                                      6/1/2007
33469               O/O                           PUDDT                             360                           4/6/2007                              73.23                              73.23                          6.150                                      6/1/2007
00830               SEC                           PUDDT                             360                          4/19/2007                              46.51                              46.51                          6.223                                      6/1/2007
06880               O/O                           SFD                               360                          4/23/2007                              68.18                              68.18                          6.250                                      6/1/2007
94517               O/O                           SFD                               360                          3/29/2007                              70.26                              70.26                          6.450                                      5/1/2007
73099               O/O                           PUDDT                             360                          3/30/2007                              60.45                              60.45                          6.348                                      5/1/2007
07675               O/O                           SFD                               360                          4/10/2007                              68.59                              68.59                          6.250                                      6/1/2007
33477               O/O                           PUDDT                             360                          4/13/2007                              80.00                                80.                          6.250                                      6/1/2007
27513               O/O                           PUDDT                             360                          3/30/2007                              80.00                                80.                          6.125                                      5/1/2007
10017               SEC                           CONDO                             360                           4/5/2007                              97.79                              68.46                          6.250                                      6/1/2007
30080               O/O                           PUDDT                             360                           4/2/2007                              80.00                                80.                          6.079                                      6/1/2007
07052               O/O                           SFD                               360                           4/9/2007                              53.34                              53.34                          6.330                                      6/1/2007
32309               O/O                           SFD                               360                           4/4/2007                              68.31                              68.31                          6.460                                      6/1/2007
90806               O/O                           SFD                               360                           4/5/2007                              80.00                                80.                          6.100                                      6/1/2007
92253               O/O                           PUDDT                             360                           4/6/2007                              39.47                              39.47                          6.237                                      6/1/2007
98052               O/O                           SFD                               360                           4/5/2007                              90.00                                90.                          6.080                                      6/1/2007
18940               O/O                           PUDDT                             360                           4/4/2007                              50.00                                50.                          6.248                                      6/1/2007
11743               O/O                           SFD                               360                           4/9/2007                              67.27                              67.27                          6.060                                      6/1/2007
20878               O/O                           PUDDT                             360                           4/5/2007                              75.00                                75.                          6.000                                      6/1/2007
32789               O/O                           SFD                               360                          4/25/2007                              80.00                                80.                          6.367                                      6/1/2007
85255               O/O                           PUDDT                             360                          3/27/2007                              78.74                              78.74                          6.205                                      5/1/2007
28173               O/O                           PUDDT                             360                          4/11/2007                              80.00                                80.                          6.000                                      6/1/2007
10960               O/O                           SFD                               360                          4/11/2007                              71.43                              71.43                          6.100                                      6/1/2007
20176               O/O                           PUDDT                             240                          3/30/2007                              80.00                                80.                          6.030                                      5/1/2007
95476               O/O                           SFD                               360                          4/11/2007                              29.89                              29.89                          6.100                                      6/1/2007
80516               O/O                           SFD                               360                          4/13/2007                              74.23                              74.23                          6.092                                      6/1/2007
10014               O/O                           CONDO                             360                          4/16/2007                              33.90                               33.9                          6.460                                      6/1/2007
44224               INV                           SFA                               360                          4/16/2007                              98.64                                70.                          6.250                                      6/1/2007
19067               O/O                           SFD                               360                          4/16/2007                              56.87                              56.87                          6.125                                      6/1/2007
02420               O/O                           SFD                               360                          4/18/2007                              70.00                                70.                          6.581                                      6/1/2007
98005               O/O                           PUDDT                             360                          4/12/2007                              83.68                                70.                          6.000                                      6/1/2007
90274               O/O                           SFD                               360                          4/20/2007                              43.90                               43.9                          6.111                                      6/1/2007
34228               SEC                           CONDO                             360                          4/20/2007                              55.00                                55.                          6.477                                      6/1/2007
99203               O/O                           SFD                               360                          4/20/2007                             100.00                                70.                          6.125                                      6/1/2007
60035               O/O                           SFD                               360                          4/24/2007                              68.93                              68.93                          6.428                                      6/1/2007
48009               O/O                           SFD                               360                          4/19/2007                              62.50                               62.5                          6.224                                      6/1/2007
86326               O/O                           SFD                               360                          4/27/2007                              79.70                               79.7                          6.540                                      6/1/2007
94022               O/O                           SFD                               360                          4/27/2007                              50.00                                50.                          6.375                                      6/1/2007
94010               O/O                           SFD                               360                          4/24/2007                              33.17                              33.17                          6.210                                      6/1/2007
32175               INV                           3UNIT                             360                         11/29/2005                              80.00                                80.                          6.750                                      1/1/2006
20735               O/O                           SFD                               360                           4/7/2006                              72.01                              72.01                          6.460                                      5/1/2007
92011               O/O                           PUDDT                             360                          4/19/2007                              80.00                                80.                          6.125                                      6/1/2007


==========================================================================================================================================================================================================================================================
    ZIP                 STATED MATURITY DATE            MONTHLY PAYMENT AT ORIGINATION        MONTHLY PAYMENT AS OF CUT-OFF DATE                  NEXT DUE DATE           LOAN AMOUNT ORIGINAL              UNPAID PRINCIPAL BALANCE AS OF CUT-OFF DATE
==========================================================================================================================================================================================================================================================
55077                         2/1/2033                            $2,807.68                                   $2,807.68                             6/1/2007                  $456,000.00                                 $430,799.62
29455                         4/1/2037                            $3,129.29                                   $3,129.29                             6/1/2007                  $488,713.91                                 $488,282.73
19975                         2/1/2037                            $3,312.73                                   $3,312.73                             6/1/2007                  $528,500.00                                 $460,348.20
55359                         4/1/2037                            $3,038.06                                   $3,038.06                             6/1/2007                  $500,000.00                                 $499,514.02
55441                         4/1/2037                            $3,864.41                                   $3,864.41                             6/1/2007                  $636,000.00                                 $635,381.84
92562                         4/1/2027                            $3,410.52                                   $3,410.52                             6/1/2007                  $466,600.00                                 $465,619.69
12159                         4/1/2037                            $3,189.96                                   $3,189.96                             6/1/2007                  $525,000.00                                 $524,489.73
45056                        11/1/2036                            $5,069.31                                   $5,069.31                             6/1/2007                  $725,000.00                                 $721,639.77
55613                         2/1/2027                            $3,582.16                                   $3,582.16                             6/1/2007                  $500,000.00                                 $496,737.26
55125                         4/1/2037                            $2,623.04                                   $2,623.04                             6/1/2007                  $437,500.00                                 $437,064.46
55044                         4/1/2037                            $3,270.69                                   $3,270.69                             6/1/2007                  $531,200.00                                 $530,695.98
92821                         4/1/2037                            $4,990.96                                   $4,990.96                             6/1/2007                  $800,000.00                                 $799,259.04
92352                         5/1/2037                            $2,975.00                                   $2,975.00                             6/1/2007                  $560,000.00                                 $560,000.00
60203                         4/1/2037                            $4,002.17                                   $4,002.17                             6/1/2007                  $650,000.00                                 $649,383.25
92352                         5/1/2027                            $4,631.44                                   $4,631.44                             6/1/2007                  $640,000.00                                 $640,000.00
55347                         5/1/2027                            $5,664.70                                   $5,664.70                             6/1/2007                  $775,000.00                                 $775,000.00
60657                         5/1/2037                            $3,204.20                                   $3,204.20                             6/1/2007                  $513,600.00                                 $513,600.00
55044                         5/1/2037                            $3,681.99                                   $3,681.99                             6/1/2007                  $598,000.00                                 $598,000.00
93001                         5/1/2037                            $3,453.13                                   $3,453.13                             6/1/2007                  $650,000.00                                 $650,000.00
19963                         5/1/2037                            $3,694.31                                   $3,694.31                             6/1/2007                  $600,000.00                                 $600,000.00
19103                         9/1/2036                            $3,047.90                                   $3,047.90                             6/1/2007                  $468,000.00                                 $464,532.96
98403                        12/1/2036                            $3,463.38                                   $3,463.38                             6/1/2007                  $570,000.00                                 $567,201.57
89410                         1/1/2037                            $3,743.22                                   $3,743.22                             6/1/2007                  $600,000.00                                 $597,759.35
11234                         4/1/2037                            $2,866.17                                   $2,866.17                             6/1/2007                  $465,500.00                                 $465,058.31
11724                         4/1/2037                            $6,069.16                                   $6,069.16                             6/1/2007                $1,040,000.00                               $1,038,914.17
88011                         3/1/2037                            $3,301.88                                   $3,301.88                             6/1/2007                  $587,000.00                                 $586,956.63
07738                         5/1/2037                            $3,976.84                                   $3,976.84                             6/1/2007                  $650,000.00                                 $650,000.00
32258                         5/1/2037                            $2,667.68                                   $2,667.68                             6/1/2007                  $450,000.00                                 $450,000.00
33647                         5/1/2037                            $3,801.34                                   $3,801.34                             6/1/2007                  $620,000.00                                 $620,000.00
11777                         2/1/2037                            $3,080.52                                   $3,080.52                             6/1/2007                  $503,500.00                                 $499,416.00
95316                         5/1/2037                            $3,026.10                                   $3,026.10                             6/1/2007                  $500,000.00                                 $500,000.00
07052                         4/1/2037                            $2,885.75                                   $2,885.75                             6/1/2007                  $543,200.00                                 $543,193.43
03087                         5/1/2037                            $4,636.36                                   $4,636.36                             6/1/2007                  $790,000.00                                 $790,000.00
92024                         5/1/2037                            $3,602.08                                   $3,602.08                             6/1/2007                  $700,000.00                                 $700,000.00
07762                         5/1/2037                            $4,617.85                                   $4,617.85                             6/1/2007                  $760,000.00                                 $760,000.00
98040                         3/1/2037                            $4,222.89                                   $4,222.89                             6/1/2007                  $695,000.00                                 $693,645.57
60611                         4/1/2037                            $4,330.81                                   $4,330.81                             6/1/2007                  $659,250.00                                 $658,696.14
33706                         3/1/2037                            $2,806.38                                   $2,806.38                             6/1/2007                  $444,000.00                                 $443,195.07
02835                         4/1/2037                            $3,265.59                                   $3,265.59                             6/1/2007                  $510,000.00                                 $509,550.03
10538                         4/1/2037                            $3,792.41                                   $3,792.41                             6/1/2007                  $600,000.00                                 $599,457.59
23454                         4/1/2037                            $2,697.98                                   $2,697.98                             6/1/2007                  $450,000.00                                 $449,484.82
07090                         5/1/2037                            $4,191.28                                   $4,191.28                             6/1/2007                  $675,000.00                                 $675,000.00
02842                         4/1/2037                            $2,647.58                                   $2,647.58                             6/1/2007                  $430,000.00                                 $429,592.00
08807                         4/1/2037                            $4,196.93                                   $4,196.93                             6/1/2007                  $664,000.00                                 $663,393.29
23322                         5/1/2037                            $2,886.15                                   $2,886.15                             6/1/2007                  $475,000.00                                 $475,000.00
84098                         4/1/2037                            $3,041.70                                   $3,041.70                             6/1/2007                  $500,600.00                                 $500,113.45
21108                         4/1/2037                            $2,925.15                                   $2,925.15                             6/1/2007                  $494,500.00                                 $493,995.84
08540                         4/1/2037                            $4,860.89                                   $4,860.89                             6/1/2007                  $800,000.00                                 $799,222.44
10530                         4/1/2037                            $3,899.44                                   $3,899.44                             6/1/2007                  $628,000.00                                 $627,413.26
07901                         5/1/2037                            $3,038.06                                   $3,038.06                             6/1/2007                  $500,000.00                                 $500,000.00
90292                         5/1/2037                            $3,711.89                                   $3,711.89                             6/1/2007                  $600,000.00                                 $600,000.00
85743                         5/1/2037                            $2,400.00                                   $2,400.00                             6/1/2007                  $480,000.00                                 $480,000.00
11040                         5/1/2037                            $3,045.90                                   $3,045.90                             6/1/2007                  $496,000.00                                 $496,000.00
10536                         4/1/2037                            $3,137.07                                   $3,137.07                             6/1/2007                  $521,000.00                                 $520,485.30
94539                         4/1/2037                            $3,684.54                                   $3,684.54                             6/1/2007                  $614,550.00                                 $613,938.21
03816                         4/1/2037                            $3,168.90                                   $3,168.90                             6/1/2007                  $512,500.00                                 $512,017.45
06897                         5/1/2037                            $5,492.80                                   $5,492.80                             6/1/2007                  $904,000.00                                 $904,000.00
08003                         5/1/2027                            $3,402.34                                   $3,402.34                             6/1/2007                  $464,000.00                                 $464,000.00
07830                         5/1/2037                            $3,796.98                                   $3,796.98                             6/1/2007                  $592,989.51                                 $592,989.51
07853                         5/1/2037                            $3,858.33                                   $3,858.33                             6/1/2007                  $624,000.00                                 $624,000.00
10543                         5/1/2037                            $2,544.07                                   $2,544.07                             6/1/2007                  $496,000.00                                 $496,000.00
94941                         5/1/2037                            $6,542.11                                   $6,542.11                             6/1/2007                $1,100,000.00                               $1,100,000.00
02025                         5/1/2037                            $3,940.59                                   $3,940.59                             6/1/2007                  $640,000.00                                 $640,000.00
07642                         4/1/2037                            $3,355.71                                   $3,355.71                             6/1/2007                  $552,279.00                                 $551,742.21
92591                         4/1/2037                            $2,291.67                                   $2,291.67                             6/1/2007                  $440,000.00                                 $440,000.00
33467                         4/1/2037                            $2,877.84                                   $2,877.84                             6/1/2007                  $480,000.00                                 $478,339.00
85704                         4/1/2037                            $2,766.42                                   $2,766.42                             6/1/2007                  $449,300.00                                 $448,616.57
95945                         5/1/2037                            $3,361.38                                   $3,361.38                             6/1/2007                  $576,000.00                                 $576,000.00
91104                         4/1/2037                            $3,928.26                                   $3,928.26                             6/1/2007                  $655,200.00                                 $654,547.74
22079                         5/1/2037                            $3,275.94                                   $3,275.94                             6/1/2007                  $546,400.00                                 $546,400.00
90740                         5/1/2037                            $2,955.45                                   $2,955.45                             6/1/2007                  $480,000.00                                 $480,000.00
20141                         4/1/2037                            $2,917.86                                   $2,917.86                             6/1/2007                  $500,000.00                                 $499,477.97
32561                         5/1/2037                            $2,933.31                                   $2,933.31                             6/1/2007                  $489,250.00                                 $489,250.00
60657                         4/1/2037                            $4,679.02                                   $4,679.02                             6/1/2007                  $750,000.00                                 $749,305.36
21060                         4/1/2037                            $3,324.88                                   $3,324.88                             6/1/2007                  $540,000.00                                 $539,487.62
07079                         5/1/2037                            $2,955.45                                   $2,955.45                             6/1/2007                  $480,000.00                                 $480,000.00
07092                         4/1/2037                            $2,193.75                                   $2,193.75                             6/1/2007                  $468,000.00                                 $468,000.00
92592                         4/1/2037                            $3,613.75                                   $3,613.75                             6/1/2007                  $708,000.00                                 $708,000.00
21842                         4/1/2037                            $2,847.86                                   $2,847.86                             6/1/2007                  $475,000.00                                 $474,244.21
06460                         5/1/2037                            $2,654.69                                   $2,654.69                             6/1/2007                  $420,000.00                                 $420,000.00
92131                         4/1/2037                            $4,010.94                                   $4,010.94                             6/1/2007                  $755,000.00                                 $755,000.00
05458                         4/1/2037                            $3,518.63                                   $3,518.63                             6/1/2007                  $564,000.00                                 $563,477.62
91001                         5/1/2037                            $3,672.25                                   $3,672.25                             6/1/2007                  $612,500.00                                 $612,500.00
91403                         5/1/2037                            $2,817.89                                   $2,817.89                             6/1/2007                  $470,000.00                                 $470,000.00
90602                         5/1/2027                            $3,328.85                                   $3,328.85                             6/1/2007                  $460,000.00                                 $460,000.00
07016                         5/1/2037                            $3,122.11                                   $3,122.11                             6/1/2007                  $535,000.00                                 $535,000.00
33150                         5/1/2037                            $2,638.02                                   $2,638.02                             6/1/2007                  $440,000.00                                 $440,000.00
23314                         4/1/2037                            $3,078.35                                   $3,078.35                             6/1/2007                  $527,500.00                                 $526,949.25
20850                         4/1/2037                            $3,078.59                                   $3,078.59                             6/1/2007                  $500,000.00                                 $499,525.58
07716                         5/1/2037                            $4,466.91                                   $4,466.91                             6/1/2007                  $716,000.00                                 $716,000.00
07922                         5/1/2037                            $3,273.09                                   $3,273.09                             6/1/2007                  $520,000.00                                 $520,000.00
30183                         4/1/2037                            $2,733.48                                   $2,733.48                             6/1/2007                  $455,920.00                                 $455,466.12
32820                         4/1/2037                            $2,657.70                                   $2,657.70                             6/1/2007                  $424,000.00                                 $423,610.70
76248                         5/1/2037                            $3,826.85                                   $3,826.85                             6/1/2007                  $640,000.00                                 $640,000.00
01760                         5/1/2037                            $3,112.22                                   $3,112.22                             6/1/2007                  $494,442.00                                 $494,442.00
08527                         4/1/2037                            $3,275.32                                   $3,275.32                             6/1/2007                  $525,000.00                                 $524,513.74
21084                         5/1/2037                            $3,013.35                                   $3,013.35                             6/1/2007                  $492,000.00                                 $492,000.00
33486                         5/1/2037                            $3,085.64                                   $3,085.64                             6/1/2007                  $510,000.00                                 $510,000.00
94506                         5/1/2037                            $3,549.23                                   $3,549.23                             6/1/2007                  $600,000.00                                 $600,000.00
06478                         5/1/2037                            $2,752.16                                   $2,752.16                             6/1/2007                  $464,000.00                                 $464,000.00
90049                         5/1/2037                            $4,310.03                                   $4,310.03                             6/1/2007                  $700,000.00                                 $700,000.00
33606                         5/1/2037                            $3,983.70                                   $3,983.70                             6/1/2007                  $665,160.62                                 $665,160.62
91602                         4/1/2037                            $3,161.78                                   $3,161.78                             6/1/2007                  $531,625.00                                 $531,088.12
19087                         5/1/2037                            $3,153.67                                   $3,153.67                             6/1/2007                  $505,500.00                                 $505,500.00
76266                         5/1/2037                            $4,055.16                                   $4,055.16                             6/1/2007                  $650,000.00                                 $650,000.00
92694                         4/1/2037                            $3,026.86                                   $3,026.86                             6/1/2007                  $491,598.90                                 $491,109.31
80439                         5/1/2037                            $2,686.31                                   $2,686.31                             6/1/2007                  $440,000.00                                 $440,000.00
06831                         5/1/2037                            $5,228.09                                   $5,228.09                             6/1/2007                  $872,000.00                                 $872,000.00
08844                         5/1/2037                            $5,316.70                                   $5,316.70                             6/1/2007                  $857,600.00                                 $857,600.00
08822                         5/1/2037                            $3,309.26                                   $3,309.26                             6/1/2007                  $535,200.00                                 $535,200.00
21093                         4/1/2037                            $3,401.84                                   $3,401.84                             6/1/2007                  $552,500.00                                 $551,975.76
94134                         5/1/2037                            $3,302.60                                   $3,302.60                             6/1/2007                  $522,506.86                                 $522,506.86
60060                         5/1/2037                            $4,063.74                                   $4,063.74                             6/1/2007                  $660,000.00                                 $660,000.00
07739                         5/1/2037                            $3,356.33                                   $3,356.33                             6/1/2007                  $548,000.00                                 $548,000.00
95008                         5/1/2037                            $2,916.05                                   $2,916.05                             6/1/2007                  $573,650.00                                 $573,650.00
01776                         5/1/2037                            $4,925.85                                   $4,925.85                             6/1/2007                  $798,330.00                                 $798,330.00
92614                         4/1/2037                            $4,436.54                                   $4,436.54                             6/1/2007                  $750,000.00                                 $749,235.33
21797                         5/1/2037                            $3,931.78                                   $3,931.78                             6/1/2007                  $644,000.00                                 $644,000.00
92024                         5/1/2037                            $4,140.05                                   $4,140.05                             6/1/2007                  $655,000.00                                 $655,000.00
92064                         5/1/2037                            $4,427.08                                   $4,427.08                             6/1/2007                  $850,000.00                                 $850,000.00
30253                         5/1/2037                            $3,038.05                                   $3,038.05                             6/1/2007                  $500,000.00                                 $500,000.00
05401                         5/1/2037                            $4,156.09                                   $4,156.09                             6/1/2007                  $675,000.00                                 $675,000.00
20715                         5/1/2037                            $3,280.55                                   $3,280.55                             6/1/2007                  $532,800.00                                 $532,800.00
02138                         5/1/2037                            $6,157.18                                   $6,157.18                             6/1/2007                $1,000,000.00                               $1,000,000.00
94555                         4/1/2037                            $2,184.58                                   $2,184.58                             6/1/2007                  $428,000.00                                 $427,982.50
35406                         5/1/2037                            $3,204.50                                   $3,204.50                             6/1/2007                  $528,800.00                                 $528,800.00
91504                         5/1/2037                            $3,909.81                                   $3,909.81                             6/1/2007                  $635,000.00                                 $635,000.00
92399                         5/1/2037                            $2,260.42                                   $2,260.42                             6/1/2007                  $434,000.00                                 $434,000.00
91901                         5/1/2037                            $4,528.05                                   $4,528.05                             6/1/2007                  $725,800.00                                 $725,800.00
20016                         5/1/2037                            $4,140.76                                   $4,140.76                             6/1/2007                  $700,000.00                                 $700,000.00
97702                         5/1/2037                            $2,792.06                                   $2,792.06                             6/1/2007                  $472,000.00                                 $472,000.00
92130                         5/1/2037                            $4,034.54                                   $4,034.54                             6/1/2007                  $664,000.00                                 $664,000.00
95816                         4/1/2037                            $3,433.47                                   $3,433.47                             6/1/2007                  $560,000.00                                 $559,464.53
94705                         4/1/2037                            $5,529.26                                   $5,529.26                             6/1/2007                  $910,000.00                                 $909,115.53
48324                         5/1/2037                            $4,812.35                                   $4,812.35                             6/1/2007                  $748,315.60                                 $748,315.60
92009                         5/1/2037                            $5,341.49                                   $5,341.49                             6/1/2007                  $871,200.00                                 $871,200.00
63124                         5/1/2037                            $4,152.78                                   $4,152.78                             6/1/2007                  $668,800.00                                 $668,800.00
92128                         5/1/2037                            $3,110.36                                   $3,110.36                             6/1/2007                  $511,900.00                                 $511,900.00
91913                         5/1/2037                            $3,500.00                                   $3,500.00                             6/1/2007                  $672,000.00                                 $672,000.00
95032                         5/1/2032                            $7,704.61                                   $7,704.61                             6/1/2007                $1,158,704.00                               $1,158,704.00
21012                         5/1/2032                            $3,618.56                                   $3,618.56                             6/1/2007                  $548,540.00                                 $548,540.00
93311                         5/1/2037                            $5,103.93                                   $5,103.93                             6/1/2007                  $840,000.00                                 $840,000.00
90703                         5/1/2037                            $2,544.23                                   $2,544.23                             6/1/2007                  $485,000.00                                 $485,000.00
98075                         5/1/2037                            $3,057.93                                   $3,057.93                             6/1/2007                  $524,000.00                                 $524,000.00
07853                         5/1/2037                            $2,756.25                                   $2,756.25                             6/1/2007                  $540,000.00                                 $540,000.00
04110                         5/1/2037                            $2,802.88                                   $2,802.88                             6/1/2007                  $451,400.00                                 $451,400.00
19425                         5/1/2037                            $3,628.23                                   $3,628.23                             6/1/2007                  $600,000.00                                 $600,000.00
54984                         5/1/2037                            $3,781.71                                   $3,781.71                             6/1/2007                  $610,000.00                                 $610,000.00
07481                         5/1/2037                            $2,770.08                                   $2,770.08                             6/1/2007                  $448,000.00                                 $448,000.00
02129                         5/1/2037                            $3,394.59                                   $3,394.59                             6/1/2007                  $549,000.00                                 $548,000.00
80020                         5/1/2037                            $4,310.03                                   $4,310.03                             6/1/2007                  $700,000.00                                 $700,000.00
80433                         4/1/2037                            $3,845.00                                   $3,845.00                             6/1/2007                  $650,000.00                                 $649,337.29
94708                         5/1/2037                            $5,775.68                                   $5,775.68                             6/1/2007                  $968,000.00                                 $968,000.00
80906                         5/1/2027                            $3,546.20                                   $3,546.20                             6/1/2007                  $500,000.00                                 $500,000.00
02556                         5/1/2037                            $4,068.03                                   $4,068.03                             6/1/2007                  $660,000.00                                 $660,000.00
22180                         5/1/2037                            $3,271.75                                   $3,271.75                             6/1/2007                  $517,625.98                                 $517,625.98
91326                         5/1/2037                            $3,727.54                                   $3,727.54                             6/1/2007                  $600,000.00                                 $600,000.00
27517                         5/1/2037                            $3,534.22                                   $3,534.22                             6/1/2007                  $574,000.00                                 $574,000.00
28462                         5/1/2037                            $5,152.54                                   $5,152.54                             6/1/2007                  $848,000.00                                 $848,000.00
22152                         5/1/2037                            $3,054.42                                   $3,054.42                             6/1/2007                  $573,600.00                                 $573,600.00
20176                         5/1/2037                            $4,400.65                                   $4,400.65                             6/1/2007                  $750,000.00                                 $750,000.00
04071                         5/1/2037                            $2,855.77                                   $2,855.77                             6/1/2007                  $470,000.00                                 $470,000.00
07920                         5/1/2037                            $6,374.81                                   $6,374.81                             6/1/2007                $1,080,000.00                               $1,080,000.00
47630                         5/1/2037                            $4,260.77                                   $4,260.77                             6/1/2007                  $692,000.00                                 $692,000.00
80109                         5/1/2037                            $2,988.36                                   $2,988.36                             6/1/2007                  $490,618.95                                 $490,618.95
98109                         5/1/2037                            $5,519.11                                   $5,519.11                             6/1/2007                  $925,000.00                                 $925,000.00
22079                         5/1/2037                            $2,854.43                                   $2,854.43                             6/1/2007                  $478,400.00                                 $478,400.00
85254                         5/1/2037                            $2,617.90                                   $2,617.90                             6/1/2007                  $432,000.00                                 $432,000.00
21403                         5/1/2037                            $3,291.02                                   $3,291.02                             6/1/2007                  $638,000.00                                 $638,000.00
30306                         5/1/2037                            $2,420.83                                   $2,420.83                             6/1/2007                  $464,800.00                                 $464,800.00
80127                         5/1/2037                            $2,700.23                                   $2,700.23                             6/1/2007                  $444,400.00                                 $444,400.00
19930                         5/1/2037                            $2,917.22                                   $2,917.22                             6/1/2007                  $467,600.00                                 $467,600.00
48439                         5/1/2037                            $3,694.31                                   $3,694.31                             6/1/2007                  $600,000.00                                 $600,000.00
90713                         5/1/2037                            $2,856.93                                   $2,856.93                             6/1/2007                  $464,000.00                                 $464,000.00
92646                         5/1/2037                            $2,997.75                                   $2,997.75                             6/1/2007                  $500,000.00                                 $500,000.00
34228                         5/1/2037                            $3,597.31                                   $3,597.31                             6/1/2007                  $600,000.00                                 $600,000.00
85045                         5/1/2037                            $3,414.52                                   $3,414.52                             6/1/2007                  $556,320.00                                 $556,320.00
30309                         5/1/2037                            $4,226.42                                   $4,226.42                             6/1/2007                  $820,000.00                                 $820,000.00
85258                         5/1/2037                            $3,275.62                                   $3,275.62                             6/1/2007                  $532,000.00                                 $532,000.00
98034                         5/1/2037                            $3,270.83                                   $3,270.83                             6/1/2007                  $628,000.00                                 $628,000.00
11937                        11/1/2035                           $11,563.69                                  $11,563.69                             6/1/2007                $2,000,000.00                               $1,960,124.49
92651                         2/1/2037                            $6,518.98                                   $6,518.98                             6/1/2007                $1,024,435.00                               $1,021,676.56
85718                         4/1/2037                            $3,320.00                                   $3,320.00                             6/1/2007                  $640,000.00                                 $640,000.00
60423                         3/1/2037                            $3,619.28                                   $3,619.28                             6/1/2007                  $575,000.00                                 $573,948.74
89123                         1/1/2037                            $2,849.78                                   $2,849.78                             6/1/2007                  $443,000.00                                 $441,437.27
11561                        11/1/2036                            $2,773.11                                   $2,773.11                             6/1/2007                  $450,386.19                                 $447,788.49
10956                         4/1/2037                            $4,941.05                                   $4,941.05                             6/1/2007                  $792,000.00                                 $791,266.45
00830                         5/1/2037                            $4,044.00                                   $4,044.00                             6/1/2007                  $648,755.15                                 $648,755.15
92037                         4/1/2037                            $4,004.77                                   $4,004.77                             6/1/2007                  $641,923.00                                 $641,328.45
30809                         2/1/2037                            $4,713.09                                   $4,713.09                             6/1/2007                  $784,000.00                                 $781,658.00
02649                         5/1/2027                            $4,357.64                                   $4,357.64                             6/1/2007                  $600,000.00                                 $600,000.00
33483                         5/1/2037                            $7,195.50                                   $7,195.50                             6/1/2007                $1,300,000.00                               $1,300,000.00
07079                         5/1/2037                            $3,386.45                                   $3,386.45                             6/1/2007                  $550,000.00                                 $550,000.00
10801                         5/1/2037                            $3,514.34                                   $3,514.34                             6/1/2007                  $562,250.00                                 $562,250.00
08085                         5/1/2037                            $3,048.42                                   $3,048.42                             6/1/2007                  $470,000.00                                 $470,000.00
11733                         4/1/2037                            $3,371.88                                   $3,371.88                             6/1/2007                  $650,000.00                                 $650,000.00
95125                         5/1/2037                            $5,513.16                                   $5,513.16                             6/1/2007                  $899,200.00                                 $899,200.00
97007                         5/1/2037                            $3,460.39                                   $3,460.39                             6/1/2007                  $552,000.00                                 $552,000.00
10021                         4/1/2037                           $15,392.94                                  $15,392.94                             6/1/2007                $2,500,000.00                               $2,497,627.89
91011                         4/1/2037                           $16,407.78                                  $16,407.78                             6/1/2007                $2,630,000.00                               $2,627,564.10
21204                         5/1/2037                            $3,808.21                                   $3,808.21                             6/1/2007                  $600,000.00                                 $600,000.00
06525                         5/1/2037                            $2,843.47                                   $2,843.47                             6/1/2007                  $448,000.00                                 $448,000.00
33469                         5/1/2037                            $4,528.40                                   $4,528.40                             6/1/2007                  $743,300.00                                 $743,300.00
00830                         5/1/2037                           $12,279.25                                  $12,279.25                             6/1/2007                $2,000,000.00                               $2,000,000.00
06880                         5/1/2037                            $7,812.50                                   $7,812.50                             6/1/2007                $1,500,000.00                               $1,500,000.00
94517                         4/1/2037                            $3,445.74                                   $3,445.74                             6/1/2007                  $548,000.00                                 $547,445.50
73099                         4/1/2037                            $4,137.00                                   $4,137.00                             6/1/2007                  $665,000.00                                 $664,380.85
07675                         5/1/2037                            $5,849.32                                   $5,849.32                             6/1/2007                  $950,000.00                                 $950,000.00
33477                         5/1/2037                            $4,595.72                                   $4,595.72                             6/1/2007                  $746,400.00                                 $746,400.00
27513                         4/1/2037                            $3,038.06                                   $3,038.06                             6/1/2007                  $500,000.00                                 $499,514.02
10017                         5/1/2037                            $8,189.04                                   $8,189.04                             6/1/2007                $1,330,000.00                               $1,330,000.00
30080                         5/1/2037                            $2,805.53                                   $2,805.53                             6/1/2007                  $464,000.00                                 $464,000.00
07052                         5/1/2037                            $5,222.25                                   $5,222.25                             6/1/2007                  $990,000.00                                 $990,000.00
32309                         5/1/2037                            $3,934.00                                   $3,934.00                             6/1/2007                  $625,000.00                                 $625,000.00
90806                         5/1/2037                            $3,029.98                                   $3,029.98                             6/1/2007                  $500,000.00                                 $500,000.00
92253                         5/1/2037                            $2,338.88                                   $2,338.88                             6/1/2007                  $450,000.00                                 $450,000.00
98052                         5/1/2037                            $3,374.25                                   $3,374.25                             6/1/2007                  $558,000.00                                 $558,000.00
18940                         5/1/2037                            $3,124.00                                   $3,124.00                             6/1/2007                  $600,000.00                                 $600,000.00
11743                         5/1/2037                            $4,465.26                                   $4,465.26                             6/1/2007                  $740,000.00                                 $740,000.00
20878                         5/1/2037                            $4,706.25                                   $4,706.25                             6/1/2007                  $941,250.00                                 $941,250.00
32789                         5/1/2037                            $3,141.67                                   $3,141.67                             6/1/2007                  $504,000.00                                 $504,000.00
85255                         4/1/2037                            $3,063.97                                   $3,063.97                             6/1/2007                  $500,000.00                                 $499,521.45
28173                         5/1/2037                            $3,594.91                                   $3,594.91                             6/1/2007                  $599,600.00                                 $599,600.00
10960                         5/1/2037                            $6,059.95                                   $6,059.95                             6/1/2007                $1,000,000.00                               $1,000,000.00
20176                         4/1/2027                            $3,246.10                                   $3,246.10                             6/1/2007                  $452,000.00                                 $451,025.20
95476                         5/1/2037                            $3,938.97                                   $3,938.97                             6/1/2007                  $650,000.00                                 $650,000.00
80516                         5/1/2037                            $2,862.91                                   $2,862.91                             6/1/2007                  $472,833.70                                 $472,833.70
10014                         5/1/2037                            $6,294.40                                   $6,294.40                             6/1/2007                $1,000,000.00                               $1,000,000.00
44224                         5/1/2037                              $668.06                                     $668.06                             6/1/2007                  $108,500.00                                 $108,500.00
19067                         5/1/2037                            $3,092.50                                   $3,092.50                             6/1/2007                  $508,960.00                                 $508,960.00
02420                         5/1/2037                            $7,006.02                                   $7,006.02                             6/1/2007                $1,277,500.00                               $1,277,500.00
98005                         5/1/2037                            $5,995.51                                   $5,995.51                             6/1/2007                $1,000,000.00                               $1,000,000.00
90274                         5/1/2037                            $4,583.25                                   $4,583.25                             6/1/2007                  $900,000.00                                 $900,000.00
34228                         5/1/2037                           $12,138.21                                  $12,138.21                             6/1/2007                $1,925,000.00                               $1,925,000.00
99203                         5/1/2037                            $1,275.99                                   $1,275.99                             6/1/2007                  $210,000.00                                 $210,000.00
60035                         5/1/2037                            $3,826.78                                   $3,826.78                             6/1/2007                  $610,000.00                                 $608,246.17
48009                         5/1/2037                            $9,210.41                                   $9,210.41                             6/1/2007                $1,500,000.00                               $1,500,000.00
86326                         5/1/2037                            $3,389.31                                   $3,389.31                             6/1/2007                  $534,000.00                                 $534,000.00
94022                         5/1/2037                           $13,281.25                                  $13,281.25                             6/1/2007                $2,500,000.00                               $2,500,000.00
94010                         5/1/2037                            $6,131.18                                   $6,131.18                             6/1/2007                $1,000,000.00                               $1,000,000.00
32175                        12/1/2035                            $1,582.58                                   $1,582.58                             6/1/2007                  $244,000.00                                 $239,203.74
20735                         4/1/2037                            $3,109.44                                   $3,109.44                             6/1/2007                  $494,000.00                                 $493,549.93
92011                         5/1/2037                            $3,201.33                                   $3,201.33                             6/1/2007                  $627,200.00                                 $627,200.00


===========================================================================================================================================================================================================================================
    ZIP            PURPOSE                    DOC                                            MI FLAG                MI COMPANY              MI CERT          MI COVERAGE        APPRAISED VALUE          PURCHASE PRICE      SERVICING FEE
===========================================================================================================================================================================================================================================
55077               CASHO                    Full                                              N                       XX                                                           $570,000                      $0            0.250
29455               PURCH                    Full                                              N                       XX                                                           $708,000                $622,400            0.250
19975               PURCH                    Full                                              Y                       UGI                 10410309              25%                $599,535                $599,535            0.250
55359               PURCH                    Full                                              N                       XX                                                           $900,000                $885,000            0.250
55441               PURCH                    Full                                              N                       XX                                                           $809,000                $799,156            0.250
92562               CASHO                    Full                                              N                       XX                                                           $650,000                      $0            0.250
12159               PURCH                    Full                                              N                       XX                                                           $760,000                $861,541            0.250
45056               CASHO                    Full                                              N                       XX                                                           $915,000                      $0            0.250
55613               PURCH                    Full                                              N                       XX                                                           $705,000                $625,000            0.250
55125               PURCH                    Full                                              N                       XX                                                           $640,000                $625,000            0.250
55044               PURCH                    Full                                              N                       XX                                                           $670,000                $664,000            0.250
92821               CASHO                    Full                                              N                       XX                                                         $1,000,000                      $0            0.250
92352               PURCH                    Full                                              N                       XX                                                           $715,000                $700,000            0.250
60203               PURCH                    Full                                              N                       XX                                                           $837,500                $837,500            0.250
92352               CASHO                    Full                                              N                       XX                                                           $800,000                      $0            0.250
55347               CASHO                    Full                                              N                       XX                                                         $1,053,000                      $0            0.250
60657               PURCH                    Full                                              N                       XX                                                           $650,000                $642,000            0.250
55044               PURCH                    Full                                              N                       XX                                                           $899,500                $898,000            0.250
93001               CASHO                    Full                                              N                       XX                                                           $930,000                      $0            0.250
19963               REFI                     Full                                              N                       XX                                                           $757,000                      $0            0.250
19103               PURCH                    Full                                              N                       XX                                                           $600,000                $585,000            0.250
98403               PURCH                    Full                                              N                       XX                                                           $720,000                $715,000            0.250
89410               PURCH                    Full                                              N                       XX                                                           $750,000                $750,000            0.250
11234               PURCH                    Full                                              Y                       GEMICO              3877036163            30%                $500,000                $490,000            0.250
11724               PURCH                    Full                                              N                       XX                                                         $1,825,000              $1,300,000            0.250
88011               REFI                     Full                                              N                       XX                                                           $775,000                      $0            0.250
07738               PURCH                    Full                                              N                       XX                                                           $930,000                $930,000            0.250
32258               PURCH                    Full                                              N                       XX                                                           $810,000                $810,103            0.250
33647               PURCH                    Full                                              N                       XX                                                           $775,000                $775,000            0.250
11777               CASHO                    Limited Doc - Stated Income Full Asset            N                       XX                                                           $750,000                      $0            0.250
95316               PURCH                    Full                                              N                       XX                                                           $900,000                $900,000            0.250
07052               PURCH                    Full                                              N                       XX                                                           $679,000                $679,000            0.250
03087               PURCH                    Stated Income / Stated Assets                     N                       XX                                                         $1,044,000              $1,040,000            0.250
92024               PURCH                    Stated Income / Stated Assets                     N                       XX                                                         $1,700,000              $1,675,000            0.250
07762               PURCH                    Full                                              N                       XX                                                         $1,000,000                $950,000            0.250
98040               PURCH                    Full                                              N                       XX                                                           $945,000                $945,000            0.250
60611               REFI                     Full                                              N                       XX                                                           $879,000                      $0            0.250
33706               PURCH                    Full                                              N                       XX                                                           $555,000                $555,000            0.250
02835               CASHO                    Full                                              N                       XX                                                           $815,000                      $0            0.250
10538               CASHO                    Full                                              N                       XX                                                         $1,750,000                      $0            0.250
23454               PURCH                    Full                                              N                       XX                                                           $675,000                $675,000            0.250
07090               PURCH                    Full                                              N                       XX                                                         $1,384,000              $1,345,000            0.250
02842               CASHO                    Full                                              N                       XX                                                           $575,000                      $0            0.250
08807               CASHO                    Full                                              N                       XX                                                           $830,000                      $0            0.250
23322               PURCH                    Full                                              Y                       MGIC                24525756              12%                $605,000                $575,000            0.250
84098               REFI                     Full                                              N                       XX                                                           $975,000                      $0            0.250
21108               CASHO                    Full                                              N                       XX                                                           $755,000                      $0            0.250
08540               PURCH                    Full                                              N                       XX                                                         $1,150,000              $1,125,000            0.250
10530               CASHO                    Full                                              N                       XX                                                           $785,000                      $0            0.250
07901               PURCH                    Full                                              N                       XX                                                           $740,000                $740,000            0.250
90292               PURCH                    Full                                              N                       XX                                                           $900,000                $900,000            0.250
85743               PURCH                    Full                                              N                       XX                                                           $625,000                $600,000            0.250
11040               PURCH                    Full                                              N                       XX                                                           $625,000                $620,000            0.250
10536               CASHO                    Full                                              N                       XX                                                           $670,000                      $0            0.250
94539               REFI                     Full                                              N                       XX                                                           $875,000                      $0            0.250
03816               PURCH                    Limited Doc - Stated Income Full Asset            N                       XX                                                           $770,000                $762,500            0.250
06897               PURCH                    Reduced - Alt Income Verified Assets              N                       XX                                                         $1,132,000              $1,130,000            0.250
08003               REFI                     Full                                              Y                       UGI                 11205521              12%                $520,000                      $0            0.250
07830               REFI                     Full                                              N                       XX                                                         $1,140,000                      $0            0.250
07853               PURCH                    Full                                              N                       XX                                                           $795,000                $780,000            0.250
10543               PURCH                    Full                                              N                       XX                                                           $620,000                $620,000            0.250
94941               REFI                     Full                                              N                       XX                                                         $2,150,000                      $0            0.250
02025               PURCH                    Full                                              N                       XX                                                           $810,000                $800,000            0.250
07642               CASHO                    Full                                              N                       XX                                                           $760,000                      $0            0.250
92591               CASHO                    Full                                              N                       XX                                                           $550,000                      $0            0.250
33467               CASHO                    Full                                              N                       XX                                                           $710,000                      $0            0.250
85704               CASHO                    Full                                              N                       XX                                                           $710,000                      $0            0.250
95945               PURCH                    Full                                              N                       XX                                                           $720,000                $720,000            0.250
91104               PURCH                    Full                                              N                       XX                                                           $850,000                $819,000            0.250
22079               CASHO                    Full                                              N                       XX                                                           $683,000                      $0            0.250
90740               PURCH                    Full                                              N                       XX                                                           $790,000                $788,000            0.250
20141               PURCH                    Full                                              N                       XX                                                           $700,000                $625,000            0.250
32561               PURCH                    Full                                              Y                       UGI                 11220925              30%                $515,000                $535,000            0.250
60657               PURCH                    Full                                              N                       XX                                                         $1,810,000              $1,663,251            0.250
21060               PURCH                    Full                                              N                       XX                                                           $675,000                $675,000            0.250
07079               PURCH                    Full                                              N                       XX                                                           $600,000                $600,000            0.250
07092               PURCH                    Full                                              N                       XX                                                           $600,000                $585,000            0.250
92592               REFI                     Full                                              N                       XX                                                           $885,000                      $0            0.250
21842               PURCH                    Full                                              N                       XX                                                           $598,000                $595,000            0.250
06460               CASHO                    Full                                              N                       XX                                                           $525,000                      $0            0.250
92131               CASHO                    Full                                              N                       XX                                                           $950,000                      $0            0.250
05458               PURCH                    Full                                              N                       XX                                                           $710,000                $705,000            0.250
91001               REFI                     Full                                              N                       XX                                                         $1,000,000                      $0            0.250
91403               PURCH                    Full                                              N                       XX                                                           $650,000                $640,000            0.250
90602               CASHO                    Full                                              N                       XX                                                           $580,000                      $0            0.250
07016               CASHO                    Full                                              N                       XX                                                           $715,000                      $0            0.250
33150               CASHO                    Full                                              N                       XX                                                           $550,000                      $0            0.250
23314               PURCH                    Full                                              N                       XX                                                           $678,000                $677,500            0.250
20850               PURCH                    Full                                              Y                       MGIC                24685420              12%                $610,000                $600,000            0.250
07716               REFI                     Full                                              N                       XX                                                           $905,000                      $0            0.250
07922               PURCH                    Reduced - Alt Income Verified Assets              N                       XX                                                           $700,000                $692,350            0.250
30183               PURCH                    Limited Doc - Stated Income Full Asset            N                       XX                                                           $569,900                $569,900            0.250
32820               CASHO                    Full                                              N                       XX                                                           $530,000                      $0            0.250
76248               PURCH                    Limited Doc - Stated Income Full Asset            N                       XX                                                           $803,000                $800,000            0.250
01760               CASHO                    Full                                              Y                       UGI                 11200605              12%                $585,000                      $0            0.250
08527               CASHO                    Full                                              Y                       GEMICO              3877246052            25%                $590,000                      $0            0.250
21084               CASHO                    Full                                              N                       XX                                                           $658,000                      $0            0.250
33486               PURCH                    Full                                              N                       XX                                                           $745,000                $745,000            0.250
94506               PURCH                    Full                                              N                       XX                                                           $930,030                $930,030            0.250
06478               CASHO                    Full                                              Y                       UGI                 11205578              12%                $546,000                      $0            0.250
90049               REFI                     Full                                              N                       XX                                                         $2,450,000                      $0            0.250
33606               CASHO                    Full                                              N                       XX                                                         $1,000,000                      $0            0.250
91602               PURCH                    Full                                              N                       XX                                                           $731,625                $731,625            0.250
19087               REFI                     Full                                              N                       XX                                                           $700,000                      $0            0.250
76266               REFI                     Full                                              N                       XX                                                           $975,000                      $0            0.250
92694               CASHO                    Limited Doc - Stated Income Full Asset            N                       XX                                                           $915,000                      $0            0.250
80439               PURCH                    Full                                              N                       XX                                                           $580,000                $580,000            0.250
06831               PURCH                    Full                                              N                       XX                                                         $1,100,000              $1,090,000            0.250
08844               CASHO                    Full                                              N                       XX                                                         $1,072,000                      $0            0.250
08822               PURCH                    Full                                              N                       XX                                                           $675,000                $669,000            0.250
21093               PURCH                    Full                                              Y                       UGI                 11205636              12%                $650,000                $650,000            0.250
94134               CASHO                    Full                                              N                       XX                                                           $750,000                      $0            0.250
60060               REFI                     Stated Income / Stated Assets                     N                       XX                                                           $825,000                      $0            0.250
07739               PURCH                    Full                                              N                       XX                                                           $685,000                $685,000            0.250
95008               CASHO                    Full                                              N                       XX                                                         $1,190,000                      $0            0.250
01776               REFI                     Limited Doc - Stated Income Full Asset            N                       XX                                                         $1,007,000                      $0            0.250
92614               PURCH                    Limited Doc - Stated Income Full Asset            N                       XX                                                         $1,250,000              $1,165,000            0.250
21797               PURCH                    Stated Income / Stated Assets                     N                       XX                                                           $806,000                $805,000            0.250
92024               PURCH                    Full                                              N                       XX                                                           $908,000                $905,000            0.250
92064               PURCH                    Full                                              N                       XX                                                         $1,310,000              $1,310,000            0.250
30253               PURCH                    Full                                              N                       XX                                                           $745,000                $720,000            0.250
05401               CASHO                    Full                                              N                       XX                                                           $866,000                      $0            0.250
20715               CASHO                    Full                                              N                       XX                                                           $666,000                      $0            0.250
02138               PURCH                    Full                                              N                       XX                                                         $2,425,000              $2,600,000            0.250
94555               PURCH                    Full                                              N                       XX                                                           $537,000                $535,000            0.250
35406               CASHO                    Full                                              N                       XX                                                           $665,000                      $0            0.250
91504               CASHO                    Full                                              N                       XX                                                           $850,000                      $0            0.250
92399               CASHO                    Full                                              N                       XX                                                           $550,000                      $0            0.250
91901               PURCH                    Full                                              N                       XX                                                           $920,000                $907,300            0.250
20016               PURCH                    Full                                              N                       XX                                                           $880,000                $875,000            0.250
97702               PURCH                    Stated Income / Stated Assets                     N                       XX                                                           $722,000                $722,000            0.250
92130               PURCH                    Stated Income / Stated Assets                     N                       XX                                                           $830,000                $830,000            0.250
95816               PURCH                    Full                                              N                       XX                                                           $700,000                $700,000            0.250
94705               PURCH                    Full                                              N                       XX                                                         $1,630,000              $1,630,000            0.250
48324               CASHO                    Full                                              N                       XX                                                           $950,000                      $0            0.250
92009               PURCH                    Full                                              N                       XX                                                         $1,175,000              $1,089,000            0.250
63124               CASHO                    Limited Doc - Stated Income Full Asset            N                       XX                                                           $890,000                      $0            0.250
92128               PURCH                    Full                                              N                       XX                                                           $640,000                $639,900            0.250
91913               CASHO                    Full                                              N                       XX                                                           $900,000                      $0            0.250
95032               CASHO                    Full                                              N                       XX                                                         $2,550,000                      $0            0.250
21012               CASHO                    Full                                              N                       XX                                                           $695,000                      $0            0.250
93311               PURCH                    Full                                              N                       XX                                                         $1,050,000              $1,050,000            0.250
90703               PURCH                    Stated Income / Stated Assets                     N                       XX                                                           $660,000                $660,000            0.250
98075               PURCH                    Full                                              N                       XX                                                           $655,000                $655,000            0.250
07853               PURCH                    Full                                              N                       XX                                                           $740,000                $730,000            0.250
04110               CASHO                    Full                                              N                       XX                                                           $572,000                      $0            0.250
19425               PURCH                    Full                                              N                       XX                                                         $1,100,000              $1,000,000            0.250
54984               PURCH                    Full                                              N                       XX                                                           $833,000                $830,000            0.250
07481               REFI                     Full                                              N                       XX                                                           $725,000                      $0            0.250
02129               PURCH                    Stated Income / Stated Assets                     N                       XX                                                           $820,000                $820,000            0.250
80020               PURCH                    Full                                              N                       XX                                                           $945,000                $935,000            0.250
80433               PURCH                    Full                                              N                       XX                                                         $1,189,000              $1,175,000            0.250
94708               PURCH                    Full                                              N                       XX                                                         $1,210,000              $1,210,000            0.250
80906               PURCH                    Stated Income / Stated Assets                     N                       XX                                                           $730,000                $730,000            0.250
02556               PURCH                    Full                                              N                       XX                                                           $825,000                $825,000            0.250
22180               CASHO                    Full                                              N                       XX                                                           $665,000                      $0            0.250
91326               CASHO                    Full                                              N                       XX                                                           $750,000                      $0            0.250
27517               CASHO                    Full                                              N                       XX                                                           $740,000                      $0            0.250
28462               PURCH                    Full                                              N                       XX                                                         $1,060,000              $1,060,000            0.250
22152               PURCH                    Full                                              N                       XX                                                           $720,000                $717,000            0.250
20176               PURCH                    Full                                              N                       XX                                                           $990,000                $975,000            0.250
04071               PURCH                    Stated Income / Stated Assets                     N                       XX                                                           $605,000                $605,000            0.250
07920               PURCH                    Full                                              N                       XX                                                         $1,350,000              $1,350,000            0.250
47630               PURCH                    Full                                              N                       XX                                                           $865,000                $865,000            0.250
80109               PURCH                    Full                                              Y                       UGI                 11228626              30%                $527,000                $516,441            0.250
98109               PURCH                    Full                                              N                       XX                                                         $2,000,000              $1,925,000            0.250
22079               PURCH                    Full                                              N                       XX                                                           $600,000                $598,000            0.250
85254               PURCH                    Stated Income / Stated Assets                     N                       XX                                                           $546,000                $540,000            0.250
21403               PURCH                    Full                                              N                       XX                                                           $910,000                $910,000            0.250
30306               PURCH                    Full                                              N                       XX                                                           $581,000                $610,000            0.250
80127               PURCH                    Full                                              N                       XX                                                           $556,000                $555,500            0.250
19930               PURCH                    Full                                              N                       XX                                                           $584,500                $584,500            0.250
48439               CASHO                    Full                                              N                       XX                                                           $760,000                      $0            0.250
90713               CASHO                    Full                                              N                       XX                                                           $590,000                      $0            0.250
92646               PURCH                    Stated Income / Stated Assets                     N                       XX                                                           $900,000                $900,000            0.250
34228               PURCH                    Full                                              N                       XX                                                           $760,000                $755,000            0.250
85045               PURCH                    Stated Income / Stated Assets                     N                       XX                                                           $696,000                $695,400            0.250
30309               PURCH                    Full                                              N                       XX                                                         $1,220,000              $1,025,000            0.250
85258               CASHO                    Full                                              N                       XX                                                           $665,000                      $0            0.250
98034               PURCH                    Full                                              N                       XX                                                           $785,000                $785,000            0.250
11937               PURCH                    Full                                              N                       XX                                                         $7,000,000              $2,000,000            0.250
92651               PURCH                    Full                                              N                       XX                                                         $2,650,000              $1,695,914            0.250
85718               REFI                     Full                                              N                       XX                                                         $1,000,000                      $0            0.250
60423               PURCH                    Full                                              N                                                                                    $581,000                $575,000            0.250
89123               PURCH                    Full                                              N                                                                                    $480,000                $476,886            0.250
11561               CASHO                    Full                                              N                       XX                                                           $575,000                      $0            0.250
10956               PURCH                    Full                                              N                       XX                                                         $1,000,000                $999,000            0.250
00830               CASHO                    Loan Star 5/No Income Verified Assets             N                       XX                                                         $1,700,000                      $0            0.250
92037               REFI                     Full                                              N                       XX                                                         $1,150,000                      $0            0.250
30809               PURCH                    Full                                              N                       XX                                                         $1,010,000                $980,000            0.250
02649               CASHO                    Full                                              N                       XX                                                           $950,000                      $0            0.250
33483               CASHO                    Full                                              N                       XX                                                         $2,500,000                      $0            0.250
07079               CASHO                    Loan Star 4/Stated Income Verified Assets         N                       XX                                                           $970,000                      $0            0.250
10801               PURCH                    Full                                              Y                       UGI                 11214418              12%                $665,000                $665,000            0.250
08085               PURCH                    Full                                              Y                       UGI                 11150503              12%                $570,000                $566,620            0.250
11733               PURCH                    Loan Star 3/Alt Income Verified Assets            N                       XX                                                           $840,000                $827,500            0.250
95125               CASHO                    Full                                              N                       XX                                                         $1,375,000                      $0            0.250
97007               PURCH                    Full                                              N                       XX                                                           $690,000                $690,000            0.250
10021               REFI                     Full                                              N                       XX                                                         $4,500,000                      $0            0.250
91011               REFI                     Full                                              N                                                                                  $3,500,000                      $0            0.250
21204               PURCH                    Full                                              N                       XX                                                           $865,000                $825,000            0.250
06525               PURCH                    Full                                              N                       XX                                                           $560,000                $560,000            0.250
33469               REFI                     Full                                              N                       XX                                                         $1,015,000                      $0            0.250
00830               CASHO                    Full                                              N                       XX                                                         $4,300,000                      $0            0.250
06880               CASHO                    Full                                              N                       XX                                                         $2,200,000                      $0            0.250
94517               REFI                     Full                                              N                       XX                                                           $780,000                      $0            0.250
73099               REFI                     Loan Star 5/No Income Verified Assets             N                       XX                                                         $1,100,000                      $0            0.250
07675               PURCH                    Full                                              N                       XX                                                         $1,385,000              $1,385,000            0.250
33477               PURCH                    Full                                              N                       XX                                                           $933,000                $975,000            0.250
27513               REFI                     Full                                              N                       XX                                                           $625,000                      $0            0.250
10017               PURCH                    Loan Star 4/Stated Income Verified Assets         N                                                                                  $1,360,000              $1,330,000            0.250
30080               REFI                     Full                                              N                       XX                                                           $580,000                      $0            0.250
07052               PURCH                    Full                                              N                       XX                                                         $1,865,000              $1,856,000            0.250
32309               CASHO                    Full                                              N                       XX                                                           $915,000                      $0            0.250
90806               CASHO                    Loan Star 3/Alt Income Verified Assets            N                       XX                                                           $625,000                      $0            0.250
92253               CASHO                    Full                                              N                       XX                                                         $1,140,000                      $0            0.250
98052               REFI                     Loan Star 3/Alt Income Verified Assets            Y                       UGI                 11207286              25%                $620,000                      $0            0.250
18940               REFI                     Full                                              N                       XX                                                         $1,200,000                      $0            0.250
11743               REFI                     Loan Star 3/Alt Income Verified Assets            N                       XX                                                         $1,100,000                      $0            0.250
20878               REFI                     Full                                              N                       XX                                                         $1,255,000                      $0            0.250
32789               PURCH                    Full                                              N                       XX                                                           $640,000                $630,000            0.250
85255               PURCH                    Full                                              N                       XX                                                           $640,000                $635,000            0.250
28173               PURCH                    Full                                              N                       XX                                                           $756,500                $749,500            0.250
10960               CASHO                    Full                                              N                       XX                                                         $1,400,000                      $0            0.250
20176               CASHO                    Loan Star 3/Alt Income Verified Assets            N                       XX                                                           $565,000                      $0            0.250
95476               CASHO                    Loan Star 5/No Income Verified Assets             N                       XX                                                         $2,175,000                      $0            0.250
80516               CASHO                    Loan Star 3/Alt Income Verified Assets            N                       XX                                                           $637,000                      $0            0.250
10014               CASHO                    Loan Star 5/No Income Verified Assets             N                       XX                                                         $2,950,000                      $0            0.250
44224               PURCH                    Full                                              N                                                                                    $110,000                $110,000            0.250
19067               REFI                     Loan Star 4/Stated Income Verified Assets         N                       XX                                                           $895,000                      $0            0.250
02420               PURCH                    Full                                              N                       XX                                                         $1,825,000              $1,825,000            0.250
98005               PURCH                    Loan Star 3/Alt Income Verified Assets            N                                                                                  $1,200,000              $1,195,000            0.250
90274               CASHO                    Full                                              N                       XX                                                         $2,050,000                      $0            0.250
34228               CASHO                    Full                                              N                       XX                                                         $3,500,000                      $0            0.250
99203               CASHO                    Full                                              N                                                                                    $210,000                      $0            0.250
60035               REFI                     Full                                              N                       XX                                                           $885,000                      $0            0.250
48009               PURCH                    Loan Star 5/No Income Verified Assets             N                       XX                                                         $2,400,000              $2,400,000            0.250
86326               PURCH                    Full                                              N                       XX                                                           $670,000                $680,000            0.250
94022               PURCH                    Full                                              N                       XX                                                         $5,000,000              $5,000,000            0.250
94010               REFI                     Loan Star 5/No Income Verified Assets             N                       XX                                                         $3,015,000                      $0            0.250
32175               PURCH                    Full                                              N                       XX                                                           $379,000                $305,000            0.250
20735               REFI                     Loan Star 3/Alt Income Verified Assets            N                       XX                                                           $686,000                      $0            0.250
92011               PURCH                    Full                                              N                       XX                                                           $784,000                $784,000            0.250


================================================================================================
    ZIP    LENDER / SELLER FUNDED BUYDOWN      LENDER FUNDED MI         ORIGINAL PLEDGE AMOUNT
================================================================================================
55077               N                              0.000000                       0.
29455               N                              0.000000                       0.
19975               N                              0.000000                       0.
55359               N                              0.000000                       0.
55441               N                              0.000000                       0.
92562               N                              0.000000                       0.
12159               N                              0.000000                       0.
45056               N                              0.000000                       0.
55613               N                              0.000000                       0.
55125               N                              0.000000                       0.
55044               N                              0.000000                       0.
92821               N                              0.000000                       0.
92352               N                              0.000000                       0.
60203               N                              0.000000                       0.
92352               N                              0.000000                       0.
55347               N                              0.000000                       0.
60657               N                              0.000000                       0.
55044               N                              0.000000                       0.
93001               N                              0.000000                       0.
19963               N                              0.000000                       0.
19103               N                              0.000000                       0.
98403               N                              0.000000                       0.
89410               N                              0.000000                       0.
11234               N                              0.000000                       0.
11724               N                              0.000000                       0.
88011               N                              0.000000                       0.
07738               N                              0.000000                       0.
32258               N                              0.000000                       0.
33647               N                              0.000000                       0.
11777               N                              0.000000                       0.
95316               N                              0.000000                       0.
07052               N                              0.000000                       0.
03087               N                              0.000000                       0.
92024               N                              0.000000                       0.
07762               N                              0.000000                       0.
98040               N                              0.000000                       0.
60611               N                              0.000000                       0.
33706               N                              0.000000                       0.
02835               N                              0.000000                       0.
10538               N                              0.000000                       0.
23454               N                              0.000000                       0.
07090               N                              0.000000                       0.
02842               N                              0.000000                       0.
08807               N                              0.000000                       0.
23322               N                              0.000000                       0.
84098               N                              0.000000                       0.
21108               N                              0.000000                       0.
08540               N                              0.000000                       0.
10530               N                              0.000000                       0.
07901               N                              0.000000                       0.
90292               N                              0.000000                       0.
85743               N                              0.000000                       0.
11040               N                              0.000000                       0.
10536               N                              0.000000                       0.
94539               N                              0.000000                       0.
03816               N                              0.000000                       0.
06897               N                              0.000000                       0.
08003               N                              0.000000                       0.
07830               N                              0.000000                       0.
07853               N                              0.000000                       0.
10543               N                              0.000000                       0.
94941               N                              0.000000                       0.
02025               N                              0.000000                       0.
07642               N                              0.000000                       0.
92591               N                              0.000000                       0.
33467               N                              0.000000                       0.
85704               N                              0.000000                       0.
95945               N                              0.000000                       0.
91104               N                              0.000000                       0.
22079               N                              0.000000                       0.
90740               N                              0.000000                       0.
20141               N                              0.000000                       0.
32561               N                              0.000000                       0.
60657               N                              0.000000                       0.
21060               N                              0.000000                       0.
07079               N                              0.000000                       0.
07092               N                              0.000000                       0.
92592               N                              0.000000                       0.
21842               N                              0.000000                       0.
06460               N                              0.000000                       0.
92131               N                              0.000000                       0.
05458               N                              0.000000                       0.
91001               N                              0.000000                       0.
91403               N                              0.000000                       0.
90602               N                              0.000000                       0.
07016               N                              0.000000                       0.
33150               N                              0.000000                       0.
23314               N                              0.000000                       0.
20850               N                              0.000000                       0.
07716               N                              0.000000                       0.
07922               N                              0.000000                       0.
30183               N                              0.000000                       0.
32820               N                              0.000000                       0.
76248               N                              0.000000                       0.
01760               N                              0.000000                       0.
08527               N                              0.000000                       0.
21084               N                              0.000000                       0.
33486               N                              0.000000                       0.
94506               N                              0.000000                       0.
06478               N                              0.000000                       0.
90049               N                              0.000000                       0.
33606               N                              0.000000                       0.
91602               N                              0.000000                       0.
19087               N                              0.000000                       0.
76266               N                              0.000000                       0.
92694               N                              0.000000                       0.
80439               N                              0.000000                       0.
06831               N                              0.000000                       0.
08844               N                              0.000000                       0.
08822               N                              0.000000                       0.
21093               N                              0.000000                       0.
94134               N                              0.000000                       0.
60060               N                              0.000000                       0.
07739               N                              0.000000                       0.
95008               N                              0.000000                       0.
01776               N                              0.000000                       0.
92614               N                              0.000000                       0.
21797               N                              0.000000                       0.
92024               N                              0.000000                       0.
92064               N                              0.000000                       0.
30253               N                              0.000000                       0.
05401               N                              0.000000                       0.
20715               N                              0.000000                       0.
02138               N                              0.000000                       0.
94555               N                              0.000000                       0.
35406               N                              0.000000                       0.
91504               N                              0.000000                       0.
92399               N                              0.000000                       0.
91901               N                              0.000000                       0.
20016               N                              0.000000                       0.
97702               N                              0.000000                       0.
92130               N                              0.000000                       0.
95816               N                              0.000000                       0.
94705               N                              0.000000                       0.
48324               N                              0.000000                       0.
92009               N                              0.000000                       0.
63124               N                              0.000000                       0.
92128               N                              0.000000                       0.
91913               N                              0.000000                       0.
95032               N                              0.000000                       0.
21012               N                              0.000000                       0.
93311               N                              0.000000                       0.
90703               N                              0.000000                       0.
98075               N                              0.000000                       0.
07853               N                              0.000000                       0.
04110               N                              0.000000                       0.
19425               N                              0.000000                       0.
54984               N                              0.000000                       0.
07481               N                              0.000000                       0.
02129               N                              0.000000                       0.
80020               N                              0.000000                       0.
80433               N                              0.000000                       0.
94708               N                              0.000000                       0.
80906               N                              0.000000                       0.
02556               N                              0.000000                       0.
22180               N                              0.000000                       0.
91326               N                              0.000000                       0.
27517               N                              0.000000                       0.
28462               N                              0.000000                       0.
22152               N                              0.000000                       0.
20176               N                              0.000000                       0.
04071               N                              0.000000                       0.
07920               Y                              0.000000                       0.
47630               N                              0.000000                       0.
80109               N                              0.000000                       0.
98109               N                              0.000000                       0.
22079               N                              0.000000                       0.
85254               N                              0.000000                       0.
21403               N                              0.000000                       0.
30306               N                              0.000000                       0.
80127               N                              0.000000                       0.
19930               N                              0.000000                       0.
48439               N                              0.000000                       0.
90713               N                              0.000000                       0.
92646               N                              0.000000                       0.
34228               N                              0.000000                       0.
85045               N                              0.000000                       0.
30309               N                              0.000000                       0.
85258               N                              0.000000                       0.
98034               N                              0.000000                       0.
11937               N                              0.000000                       0.
92651               N                              0.000000                       0.
85718               N                              0.000000                       0.
60423               N                              0.000000                 172,500.
89123               N                              0.000000                109,179.8
11561               N                              0.000000                       0.
10956               N                              0.000000                       0.
00830               N                              0.000000                       0.
92037               N                              0.000000                       0.
30809               N                              0.000000                       0.
02649               N                              0.000000                       0.
33483               N                              0.000000                       0.
07079               N                              0.000000                       0.
10801               N                              0.000000                       0.
08085               N                              0.000000                       0.
11733               N                              0.000000                       0.
95125               N                              0.000000                       0.
97007               N                              0.000000                       0.
10021               N                              0.000000                       0.
91011               N                              0.000000                 530,000.
21204               N                              0.000000                       0.
06525               N                              0.000000                       0.
33469               N                              0.000000                       0.
00830               N                              0.000000                       0.
06880               N                              0.000000                       0.
94517               N                              0.000000                       0.
73099               N                              0.000000                       0.
07675               N                              0.000000                       0.
33477               N                              0.000000                       0.
27513               N                              0.000000                       0.
10017               N                              0.000000                 399,000.
30080               N                              0.000000                       0.
07052               N                              0.000000                       0.
32309               N                              0.000000                       0.
90806               N                              0.000000                       0.
92253               N                              0.000000                       0.
98052               N                              0.000000                       0.
18940               N                              0.000000                       0.
11743               N                              0.000000                       0.
20878               N                              0.000000                       0.
32789               N                              0.000000                       0.
85255               N                              0.000000                       0.
28173               N                              0.000000                       0.
10960               N                              0.000000                       0.
20176               N                              0.000000                       0.
95476               N                              0.000000                       0.
80516               N                              0.000000                       0.
10014               N                              0.000000                       0.
44224               N                              0.000000                  31,500.
19067               N                              0.000000                       0.
02420               N                              0.000000                       0.
98005               N                              0.000000                 163,500.
90274               N                              0.000000                       0.
34228               N                              0.000000                       0.
99203               N                              0.000000                  63,000.
60035               N                              0.000000                       0.
48009               N                              0.000000                       0.
86326               N                              0.000000                       0.
94022               N                              0.000000                       0.
94010               N                              0.000000                       0.
32175               N                              0.000000                       0.
20735               N                              0.000000                       0.
92011               N                              0.000000                       0.


        
        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          E

         

        REQUEST
          FOR RELEASE OF DOCUMENTS

         

        To:           Citibank,
          N.A.

        Attn:        Inventory
          Control

         

        Re:  Pooling
          and Servicing Agreement dated as of May 1, 2007, among PHH
          Mortgage Capital LLC, as Depositor, PHH Mortgage Corporation, as
          Master
          Servicer, and Citibank, N.A., as Trustee

         

        In
          connection with the administration of the Mortgage Loans held by you as
          Trustee
          for the Owner pursuant to the above-captioned Pooling and Servicing Agreement,
          we request the release, and hereby acknowledge receipt, of the Trustee’s
          Mortgage File for the Mortgage Loan described below, for the reason
          indicated.

         

        MORTGAGE
          LOAN NUMBER:

         

        MORTGAGOR
          NAME, ADDRESS & ZIP CODE:

         

        REASON
          FOR REQUESTING DOCUMENTS (check one):

         

        
          	
                  _____

                	 	
                  1.

                	 	
                  Mortgage
                    Paid in Full

                
	 	 	 	 	 
	
                  _____

                	 	
                  2.

                	 	
                  Foreclosure

                
	 	 	 	 	 
	
                  _____

                	 	
                  3.

                	 	
                  Substitution

                
	 	 	 	 	 
	
                  _____

                	 	
                  4.

                	 	
                  Other
                    Liquidation (Repurchases, etc.)

                
	 	 	 	 	 
	
                  _____

                	 	
                  5.

                	 	 
	 	 	 	 	
                  Nonliquidation                                Reason:
                    ________________________

                


        

        


         

        
          	
                  Address
                    to which Trustee should Deliver
                    the Trustee’s Mortgage File:

                	 	 	
                  ____________________________

                	 
	 	 	 	
                  ____________________________

                	 
	 	 	 	
                  ____________________________

                	 
	 	 	 	 	 
	 	
                  By:

                	 	
                  ____________________________

                	 
	 	 	 	
                  (authorized
                    signer)

                	 
	 	 	 	 	 
	 	
                  Issuer:

                	 	
                  ____________________________

                	 
	 	
                  Address:

                	 	
                  ____________________________

                	 
	 	 	 	
                  ____________________________

                	 
	 	
                  Date:

                	 	
                  ____________________________

                	 


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          F-1

         

        FORM
          OF
          RULE 144A REPRESENTATION LETTER

         

        
          	 	 	 	
                  ______
                    __, 2007

                


        

         

        Citibank,
          N.A.

        111
          Wall
          Street, 14th
          Floor / Zone 3

        New
          York,
          New York 10005

         

         [Certificate
          Registrar]

        ________________________

        ________________________

         

        
          	 	
                  Re:

                	
                  
                    PHH  Mortgage
                      Capital LLC

                    PHHMC
                      Mortgage Pass-Through Certificates, Series 2007-3,

                    Class
                      ___, Representing a ___% Class ___ 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:

         

        1.           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.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        All
          capitalized terms used but not otherwise defined herein have the respective
          meanings assigned thereto in the Pooling and Servicing Agreement, dated
          as of
          May 1, 2007, among PHH Mortgage Capital LLC, as Depositor, PHH Mortgage
          Corporation, as Master Servicer, and Citibank, N.A. as Trustee, pursuant
          to
          which the Certificates were issued.

         

        
          	 	 	 	 	 	 	 	
                  [TRANSFEREE]

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


         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”) and Citibank, N.A., as Trustee and Certificate Registrar, 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 $25,000,000 as demonstrated in its latest annual financial
                    statements, a copy of which is attached
                    hereto.

                   

                
	 	
                  ___

                   

                	
                  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.

         
          
          
            

            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.

          

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        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.

         

        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:

                	 


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        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”) and Citibank, N.A., as Trustee and Certificate Registrar, 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.

         

        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

                


        

        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        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:      (Signature)

                	 
	 	 
	
                  Name
                    of Signatory

                	 
	 	 
	
                  Title

                	 
	 	 
	
                  Date
                    of this certificate

                	 
	 	 
	
                  Date
                    of information provided in paragraph 3

                	 


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          F-2

         

        FORM
          OF
          TRANSFEROR CERTIFICATE

         

        
          
            	 	 	 	
                    ______
                      __, 2007

                  


          

        

         

         

        Citibank,
          N.A.

        111
          Wall
          Street, 14th
          Floor / Zone 3

        New
          York,
          New York 10005

         

        [Certificate
          Registrar]

        ________________________

        ________________________

         

        
          	 	
                  Re:

                	
                  
                    PHH
                      Mortgage Capital LLC,

                    PHHMC
                      Mortgage Pass-Through Certificates, Series 2007-3,

                    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 May 1, 2007, among
          PHH
          Mortgage Capital LLC, as Depositor, PHH Mortgage Corporation, as Master
          Servicer, and Citibank, N.A., as Trustee (the “Pooling and Servicing
          Agreement”), pursuant to which Pooling and Servicing Agreement the Certificates
          were issued.

         

        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:

                	 


        

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          F-3

         

        FORM
          OF
          TRANSFEREE REPRESENTATION LETTER

         

        
          
            	 	 	 	
                    ______
                      __, 2007

                  


          

        

         

         

        Citibank,
          N.A.

        111
          Wall
          Street, 14th
          Floor / Zone 3

        New
          York,
          New York 10005

         

        [Certificate
          Registrar]

        ________________________

        ________________________

         

        
          	 	
                  Re:

                	
                  
                    PHH
                      Mortgage Capital LLC,

                    PHHMC
                      Mortgage Pass-Through Certificates, Series 2007-3,

                    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 Transferee hereby certifies as
          follows:

         

        1.  The
          Transferee understands that (a) the Certificates have not been and will
          not be
          registered or qualified under the Securities Act of 1933 (the “1933 Act”) or any
          state securities law, (b) the Depositor is not required to so register
          or
          qualify the Certificates, (c) the Certificates may be resold only if registered
          and qualified pursuant to the provisions of the Act or any state securities
          law,
          or if an exemption from such registration and qualification is available,
          (d)
          the Pooling and Servicing Agreement contains restrictions regarding the
          transfer
          of the Certificates and (e) the Certificates will bear a legend to the
          foregoing
          effect.

         

        2.  The
          Transferee is acquiring the Certificates for its own account for investment
          only
          and not with a view to or for sale in connection with any distribution
          thereof
          in any manner that would violate the 1933 Act or any applicable state securities
          laws.

         

        3.  The
          Transferee is (a) a substantial, sophisticated [[For A-4, Class B-1, Class
          B-2,
          Class B-4 and Class B-5 Certificates Only:] institutional] investor having
          such
          knowledge and experience in financial and business matters, and, in particular,
          in such matters related to securities similar to the Certificates, such
          that it
          is capable of evaluating the merits and risks of investment in the Certificates,
          (b) able to bear the economic risks of such an investment and (c) an “accredited
          investor” within the meaning of Rule 501(a) promulgated pursuant to the 1933
          Act.

         

        4.  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.

         

        5.  The
          Transferee has not and will not nor has it authorized or will it authorize
          any
          person to (a) offer, pledge, sell, dispose of or otherwise transfer any
          Certificate, any interest in any Certificate or any other similar security
          to
          any person in any manner, (b) solicit 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)
          otherwise approach or negotiate with respect to any Certificate, any interest
          in
          any Certificate or any other similar security with any person in any manner,
          (d)
          make any general solicitation by means of general advertising or in any
          other
          manner, (e) take any other action, that (in the case of each of subclauses
          (a)
          through (e) above) would constitute a distribution of the Certificates
          under 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 Transferee 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
          May 1,
          2007, among PHH Mortgage Capital LLC, as Depositor, PHH Mortgage Corporation,
          as
          Master Servicer, and Citibank, N.A., as Trustee (the “Pooling and Servicing
          Agreement”), pursuant to which Pooling and Servicing Agreement the Certificates
          were issued.

         

        Capitalized
          terms used but not defined herein shall have the meanings assigned thereto
          in
          the Pooling and Servicing Agreement.

         

         

        
          	 	 	 	 	 	 	 	
                  Very
                    truly yours,

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  [Transferee]

                	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          F-4

         

        FORM
          OF
          TRANSFER AFFIDAVIT AND AGREEMENT

         

        


         

        
          	
                  STATE
                    OF_____________

                	
                  )

                	 
	 	
                  )

                	
                  ss.:

                
	
                  COUNTY
                    OF___________

                	
                  )

                	 


        

        


         

        ________________________,
          being duly sworn, deposes, represents and warrants as follows:

         

        (i)  I
          am a ______________________ of ____________________________ (the “Owner”) a
          corporation duly organized and existing under the laws of ______________,
          the
          record owner of or ______% Percentage Interest in the PHH Mortgage Capital
          LLC,
          PHHMC Mortgage Pass-Through Certificates, Series 2007-3, Class R-I Certificates
          and Class R-II Certificates (together, 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.

         

        (ii)  The
          Owner (i) is and will be a “Permitted Transferee” as of ____________________,
          200___ 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.

         

        (iii)  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 May
          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 thetransferee 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.

         

        (iv)  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.)

         

        (v)  The
          Owner is aware that the Trustee will not register the transfer of any Class
          R
          Certificate unless the transferee, or the transferee’s agent, delivers to the
          Trustee, 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.

         

        (vi)  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.

         

        (vii)  The
          Owner’s taxpayer identification number is _________________.

         

        (viii)  The
          Owner has reviewed the restrictions set forth on the face of the Class
          R
          Certificates and the provisions of Section 5.02(f) of the Pooling and Servicing
          Agreement under which the Class R Certificates were issued (in particular,
          clauses (iii)(A) and (iii)(B) of Section 5.02(f) which authorize the Trustee
          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 5.02(f)); and that the Owner expressly agrees to be bound by
          and to
          comply with such restrictions and provisions.

         

        (ix)  The
          Owner is not acquiring and will not transfer the Class R Certificates in
          order
          to impede the assessment or collection of any tax.

         

        (x)  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.

         

        (xi)  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.

         

        (xii)  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.

         

        (xiii)  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.

         

        (xiv)  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(f) of the Pooling and Servicing Agreement under which the Class R
          Certificates 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.

         

        (xv)  The
          Owner will, in connection with any transfer that it makes of the Class
          R
          Certificates, deliver to the Trustee 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”.

         

        (xvi)  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.

         

        (xvii)  (a)
          The Owner is not an employee benefit plan or other plan subject to the
          prohibited transaction provisions of the Employee Retirement Income Security
          Act
          of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of
          1986, as amended (the “Code”), or an investment manager, named fiduciary or a
          trustee of any such plan, or any other Person acting, directly or indirectly,
          on
          behalf of or purchasing any Certificate with “plan assets” of any such plan;
          or

         

        (b)  The
          Owner will provide the Trustee, the Company and the Master Servicer with
          an
          opinion of counsel acceptable to and in form and substance satisfactory
          to such
          entities to the effect that the purchase of Certificates is permissible
          under
          applicable law, will not constitute or result in any non-exempt prohibited
          transaction under ERISA or Section 4975 of the Code and will not subject
          the
          Trustee, the Depositor or the Master Servicer 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.

         

        In
          addition, the Owner hereby certifies, represents and warrants to, and covenants
          with, the Depositor, the Trustee and the Master Servicer that the Owner
          will not
          transfer such Certificates to any Plan or person unless either such Plan
          or
          person meets the requirements set forth in either (a) or (b) above.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        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 __________,
          200___.

         

        
          	 	 	 	 	 	 	 	
                  [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 __________, 200___.

         

        
          	 	 
	 	
                  Notary
                    Public

                
	 	 
	 	
                  County
                    of _____________________________

                
	 	
                  State
                    of _______________________________

                
	 	 
	 	
                  My
                    Commission expires:

                


        

        


         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        FORM
          OF
          TRANSFEROR AFFIDAVIT

         

        
          	
                  STATE
                    OF_____________

                	
                  )

                	 
	 	
                  )

                	
                  ss.:

                
	
                  COUNTY
                    OF___________

                	
                  )

                	 


        

        


        ________________________,
          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 Trustee a transfer
          affidavit
          and agreement in the form attached to the Pooling and Servicing Agreement
          as
          Exhibit F-4. 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

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



        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 ___________,
          200___.

         

        
          	 	 	 	 	 	 	 	
                  [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 __________, 200___.

         

        
          	 	 
	 	
                  Notary
                    Public

                
	 	 
	 	
                  County
                    of _____________________________

                
	 	
                  State
                    of _______________________________

                
	 	 
	 	
                  My
                    Commission expires:

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          G-1

         

        FORM
          OF
          ERISA REPRESENTATION LETTER

        (CLASS
          B-4, CLASS B-5 AND CLASS B-6)

         

        
          
            	 	 	 	
                    ______
                      __, 2007

                  


          

        

         

         

        PHH
          Mortgage Capital LLC

        3000
          Leadenhall Road

        Mount
          Laurel, New Jersey 08054

         

        Citibank,
          N.A.

        111
          Wall
          Street, 14th
          Floor / Zone 3

        New
          York,
          New York 10005

         

        PHH
          Mortgage Corporation

        3000
          Leadenhall Road

        Mount
          Laurel, New Jersey 08054

         

        
          	 	
                  Re:

                	
                  
                    PHH
                      Mortgage Capital LLC

                    PHHMC
                      Mortgage Pass-Through Certificates, Series 2007-3,

                    Class
                      [B-4][B-5][B-6]

                  

                


        

        


        Ladies
          and Gentlemen:

         

        __________________________________
          (the “Transferee”) intends to acquire from _____________________ (the
“Transferor”) $____________ Initial Certificate Principal Balance of PHH
          Mortgage Capital LLC, PHHMC Mortgage Pass-Through Certificates, Series
          2007-3,
          Class ___ (the “Certificates”), issued pursuant to a Pooling and Servicing
          Agreement (the “Pooling and Servicing Agreement”) dated as of May 1, 2007 among
          PHH Mortgage Capital LLC, as depositor (the “Depositor”), PHH Mortgage
          Corporation, as master servicer (the “Master Servicer”), and Citibank, N.A., as
          trustee (the “Trustee”). Capitalized terms used herein and not otherwise defined
          shall have the meanings assigned thereto in the Pooling and Servicing
          Agreement.

         

        The
          Transferee hereby certifies, represents and warrants to, and covenants
          with the
          Depositor, the Trustee and the Master Servicer that the following statements
          in
          either (1), (2) or (3) below are accurate (please mark the applicable statement
          with a check (ü)):

         

        _____
          (1)
          The Certificates (i) are not being acquired by, and will not be transferred
          to,
          any employee benefit plan within the meaning of section 3(3) of the Employee
          Retirement Income Security Act of 1974, as amended (“ERISA”), or other
          retirement arrangement, including individual retirement accounts and annuities,
          Keogh plans and bank collective investment funds and insurance company
          general
          or separate accounts in which such plans, accounts or arrangements are
          invested,
          that is subject to Section 406 of ERISA or Section 4975 of the Internal
          Revenue
          Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being
          acquired with “plan assets” of a Plan within the meaning of the Department of
          Labor (“DOL”) regulation, 29 C.F.R. Section 2510.3-101, as modified by Section
          3(42) of ERISA, and (iii) will not be transferred to any entity that is
          deemed
          to be investing in plan assets within the meaning of the DOL regulation
          at 29
          C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA;
          or

         

        _____
          (2)
          The purchase of Certificates is permissible under applicable law, will
          not
          subject the Depositor, the Trustee or the Master Servicer to any obligation
          in
          addition to those undertaken in the Pooling and Servicing Agreement and
          (i) the
          Transferee is an insurance company, (ii) the source of funds used to purchase
          such Certificates is an “insurance company general account” (as such term is
          defined in Prohibited Transaction Class Exemption (“PTCE”) 95-60) and (iii) the
          conditions set forth in Section III of PTCE 95-60 and all other applicable
          conditions of PTCE 95-60 have been satisfied and as a result, the acquisition
          and holding of the Certificates will not constitute or result in any prohibited
          transaction under ERISA or Section 4975 of the Code; or

         

        _____
          (3)
          The Transferee has provided the Trustee and the Master Servicer with an
          Opinion
          of Counsel, subject to the satisfaction of the Depositor in form and substance,
          that purchase of the Certificates (i) is permissible under applicable law,
          (ii)
          will not constitute or result in a non-exempt prohibited transaction under
          ERISA
          or Section 4975 of the Code, and (iii) will not subject the Depositor,
          the
          Trustee or the Master Servicer to any obligation or liability (including
          obligations or liabilities arising under ERISA or Section 4975 of the Code)
          in
          addition to those undertaken in the Pooling and Servicing
          Agreement.

         

        
          	 	 	 	 	 	 	 	
                  Very
                    truly yours,

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	
                  Name:

                
	 	 	 	 	 	 	 	
                  Title:

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          G-2

        


        FORM
          OF
          ERISA REPRESENTATION LETTER

        (CLASS
          A-4, CLASS B-1 AND CLASS B-2)

         

        
          
            	 	 	 	
                    ______
                      __, 2007

                  


          

           

        

        


        PHH
          Mortgage Capital LLC

        3000
          Leadenhall Road

        Mount
          Laurel, New Jersey 08054

        


        Citibank,
          N.A.

        111
          Wall
          Street, 14th
          Floor / Zone 3

        New
          York,
          New York 10005

         

        PHH
          Mortgage Corporation

        3000
          Leadenhall Road

        Mount
          Laurel, New Jersey 08054

        


        
          	 	
                  Re:

                	
                  
                    PHH
                      Mortgage Capital LLC

                    PHHMC
                      Mortgage Pass-Through Certificates, Series 2007-3, Class  [A-4]
                      [B-1] [B-2]

                  

                


        

        


        Ladies
          and Gentlemen:

        


        __________________________________
          (the
“Transferee”) intends to acquire from _____________________ (the “Transferor”)
          $____________ Initial Certificate Principal Balance of PHH Mortgage Capital
          LLC,
          PHHMC Mortgage Pass-Through Certificates, Series 2007-3, Class ____ (the
          “Certificates”), issued pursuant to a Pooling and Servicing Agreement (the
“Pooling and Servicing Agreement”) dated as of May 1, 2007 among PHH Mortgage
          Capital LLC as depositor (the “Depositor”), PHH Mortgage Corporation as master
          servicer (the “Master Servicer”) and Citibank, N.A. as trustee (the “Trustee”).
          Capitalized terms used herein and not otherwise defined shall have the
          meanings
          assigned thereto in the Pooling and Servicing Agreement.

        


        The
          Transferee hereby certifies,
          represents and warrants to, and covenants with the Depositor, the Trustee
          and
          the Master Servicer that the following statements in either (1) or (2)
          below are
          accurate (please mark the applicable statement with a check (T)):

        


        _____
          (1)
          The Certificates (1) are not being acquired by, and will not be transferred
          to,
          any employee benefit plan with the meaning of section 3(3) of the Employee
          Retirement Income Security Act of 1974, as amended (“ERISA”), or other
          retirement arrangement, including individual retirement accounts and annuities,
          Keogh plans and bank collective investment funds and insurance company
          general
          or separate accounts in which such plans, accounts or arrangements are
          invested,
          that is subject to Section 406 of ERISA or Section 4975 of the Internal
          Revenue
          Code of 1986 (the “Code”) (any of the foregoing, a “Plan”), (ii) are not being
          acquired with “plan assets” of a Plan within the meaning of the Department of
          Labor (“DOL”) regulation, 29 C.F.R. Section 2510.3-101, and (iii) will not be
          transferred to any entity that is deemed to be investing in plan assets
          within
          the meaning of the DOL regulation at 29 C.F.R. Section 2510.3-101 as modified
          by
          Section 3(42) of ERISA; or

        


        _____
          (2)
          The Transferee is an “accredited investor” as defined in Rule 501(a)(1) of
          Regulation D of the Securities and Exchange Commission under the Securities
          Act
          of 1933 (the “Securities Act”) and, so long as the Transferee (or any transferee
          of the Transferee’s Certificates) is required to obtain from its transferee a
          representation regarding compliance with the Securities Act, the Transferee
          will
          require its transferee to make such representation in writing.

        


        
          	 	 	 	 	 	 	 	
                  Very
                    truly yours,

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	
                  Name:

                
	 	 	 	 	 	 	 	
                  Title:

                


        

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          H

         

        FORM
          OF
          LOST NOTE AFFIDAVIT

         

        [Name
          of
          Seller], a ______________ corporation (the “Mortgage Loan Seller”), by its
          undersigned authorized representative, hereby certifies:

         

        Pursuant
          to the Mortgage Loan Purchase Agreement, dated _______________, between
          the
          Seller [PHH Mortgage Corporation] [Bishop’s Gate Residential Mortgage Trust] and
          PHH Mortgage Capital LLC (the “Depositor”), the Seller is granting all of its
          right, title and interest in and to the Mortgage Loan identified below
          to the
          Depositor. Terms used but not defined herein have the respective meanings
          assigned to them in the Mortgage Loan Purchase Agreement.

         

        Mortgage
          Loan Number:

        Maker:

        Original
          Principal Amount:

        Original
          Mortgage Note Date:

        Maturity
          Date:

         

        The
          Seller is the current owner and holder of the indebtedness evidenced by
          the
          original Mortgage Note.

         

        After
          diligent search, the Seller has been unable to locate the original Mortgage
          Note
          and believes it to be lost or misplaced.

         

        A
          true,
          complete and correct photocopy of the original Mortgage Note is attached
          hereto.

         

        If
          at any
          time the Seller locates the original Mortgage Note, the Mortgage Loan Seller
          shall endorse such original Mortgage Note in the following form: “Pay to the
          order of [Name of Trustee], as Trustee for the registered holders of PHH
          Mortgage Capital LLC, Mortgage Pass-Through Certificates, PHHMC Series
          2007-3,
          without recourse,” and shall promptly deliver to the Trustee the original
          Mortgage Note so endorsed, with all prior and intervening endorsements
          showing a
          complete chain of endorsement from the originator to the Seller.

         

        The
          Seller hereby indemnifies the Depositor, the Trustee and the Certificateholders
          from and against any and all losses, liabilities, damages, claims or expenses
          of
          whatever kind (including without limitation attorneys’ fees and disbursements)
          arising from or in connection with the Seller’s failure to have delivered the
          original Mortgage Note (as required under the Mortgage Loan Purchase Agreement)
          to the Trustee as designee of the Depositor, including without limitation
          any
          such losses, liabilities, damages, claims or expenses arising from or in
          connection with any claim by any third party who is the holder of such
          indebtedness by virtue of its possession of such original Mortgage
          Note.


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        This
          Lost
          Note Affidavit shall inure to the benefit of the Depositor, the Trustee
          and the
          Certificateholders and their respective successors and permitted
          assigns.

         

        Dated:

         

        
          	 	 	 	 	 	 	 	
                  [Seller]

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          I-1

         

        FORM
          OF
          TRUSTEE’S INITIAL CERTIFICATION

         

        
          
            	 	 	 	
                    ______
                      __, 2007

                  


          

        

         

        PHH
          Mortgage Capital LLC

        3000
          Leadenhall Road

        Mount
          Laurel, New Jersey 08054

         

        PHH
          Mortgage Corporation

        3000
          Leadenhall Road

        Mount
          Laurel, New Jersey 08054

         

        
          	 	
                  Re:

                	
                  
                    Pooling
                      and Servicing Agreement, dated as of May 1, 2007,

                    among
                      PHH Mortgage Capital LLC, as depositor, PHH Mortgage

                    Corporation
                      as master servicer and Citibank, N.A., as Trustee, PHHMC

                    Mortgage
                      Pass-Through Certificates, Series
                      2007-3

                  

                


        

        


        Ladies
          and Gentlemen:

         

        In
          accordance with Section 2.02 of the above-captioned Pooling and Servicing
          Agreement, the undersigned, as Trustee (the “Trustee”), hereby certifies that as
          to each Mortgage Loan listed in the Mortgage Loan Schedule (other than
          any
          Mortgage Loan paid in full or listed on the attachment hereto) it has reviewed
          the Mortgage File and the Mortgage Loan Schedule and has determined that:
          (i)
          all documents required to be included in the Mortgage File are in its
          possession; (ii) such documents have been reviewed by it and appear regular
          on
          their face and relate to such Mortgage Loan; and (iii) based on examination
          by
          it, and only as to such documents, the information set forth in items (i),
          (ii),
          (iii) and (iv) of the definition or description of “Mortgage Loan Schedule” is
          correct.

         

        The
          Trustee has made no independent examination of any documents contained
          in each
          Mortgage File beyond the review specifically required in the above-referenced
          Pooling and Servicing Agreement. The Trustee makes no representation that
          any
          documents specified in clause (vi) of Section 2.01 should be included in
          any
          Mortgage File. The Trustee makes no representations as to and shall not
          be
          responsible to verify: (i) the validity, legality, sufficiency, enforceability,
          due authorization, recordability or genuineness of any of the documents
          contained in the Mortgage File of any Mortgage Loan identified on the Mortgage
          Loan Schedule; (ii) the collectability, insurability, effectiveness or
          suitability of any such Mortgage Loan; or (iii) the existence of any assumption,
          modification, written assurance or substitution agreement with respect
          to any
          Mortgage File if no such documents appear in the Mortgage File delivered
          to the
          Trustee.

         

        Capitalized
          words and phrases used herein shall have the respective meanings assigned
          to
          them in the above-captioned Pooling and Servicing Agreement.

         

         

        
          	 	 	 	 	 	 	 	
                  [______________]

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	
                  Name:

                
	 	 	 	 	 	 	 	
                  Title:

                


        

        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          I-2

         

        FORM
          OF
          TRUSTEE FINAL CERTIFICATION

         

         _________________,
          2007

         

        PHH
          Mortgage Capital LLC

        3000
          Leadenhall Road

        Mount.
          Laurel, New Jersey 08054

         

        PHH
          Mortgage Corporation

        3000
          Leadenhall Road

        Mount
          Laurel, New Jersey 08054

         

        
          	 	
                  Re:

                	
                  
                    Pooling
                      and Servicing Agreement, dated as of May 1, 2007, among PHH
                      Mortgage
                      Capital LLC, as depositor, PHH Mortgage Corporation, as master
                      servicer
                      and Citibank, N.A., as Trustee, PHHMC Mortgage Pass-Through
                      Certificates,
                      Series 2007-3

                  

                


        

        


         

        Ladies
          and Gentlemen:

         

        In
          accordance with Section 2.02 of the above-captioned Pooling and Servicing
          Agreement, the undersigned, hereby certifies that, except as noted on the
          Schedule of Exceptions attached hereto, for each Mortgage Loan listed on
          the
          Mortgage Loan Schedule (other than any Mortgage Loan paid in full or listed
          on
          the attachment hereto), it has received a complete Mortgage File which
          includes
          the documents required to be included in the Mortgage File as set forth
          in the
          Pooling and Servicing Agreement.

         

        The
          undersigned has made no independent examination of any documents contained
          in
          each Mortgage File beyond the review specifically required in the
          above-referenced Pooling and Servicing Agreement. The undersigned makes
          no
          representation as to: (i) the validity, legality, sufficiency, enforceability
          or
          genuineness of any documents contained in any Mortgage File for any of
          the
          Mortgage Loans listed on the Mortgage Loan Schedule to the Pooling and
          Servicing
          Agreement, (ii) the collectability, insurability, effectiveness or suitability
          of any such Mortgage Loan or (iii) whether any Mortgage File should include
          any
          flood insurance policy, any rider, addenda, surety or guaranty agreement,
          power
          of attorney, buy down agreement, assumption agreement, modification agreement,
          written assurance or substitution agreement.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Capitalized
          words and phrases used herein shall have the respective meanings assigned
          to
          them in the above-captioned Pooling and Servicing Agreement.

         

        
          	 	 	 	 	 	 	 	
                  [______________],
                    as Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	
                  Name:

                
	 	 	 	 	 	 	 	
                  Title:

                


        

        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



        EXHIBIT
          J

         

        MORTGAGE
          LOAN PURCHASE AGREEMENT

         

        This
          MORTGAGE LOAN PURCHASE AGREEMENT (this “Agreement”), dated as of May 1, 2007, is
          made among PHH Mortgage Capital LLC (the “Purchaser”), PHH Mortgage Corporation
          (“PHH Mortgage”) and Bishop’s Gate Residential Mortgage Trust (“BGRMT,” together
          with PHH Mortgage, the “Sellers” and individually, each a
“Seller”).

         

        WITNESSETH:

         

        WHEREAS,
          the Sellers own the Mortgage Loans indicated on the Mortgage Loan Schedule
          attached as Exhibit 1 hereto (the “Mortgage Loans”), including rights to (a) any
          property acquired by foreclosure or deed in lieu of foreclosure or otherwise,
          and (b) the proceeds of any insurance policies covering the Mortgage
          Loans;

         

        WHEREAS,
          the parties hereto desire that the Sellers sell the Mortgage Loans to the
          Purchaser (other than the servicing rights with respect thereto), effective
          as
          of the Closing Date, and that the Sellers make certain representations
          and
          warranties and undertake certain obligations with respect to the Mortgage
          Loans;

         

        WHEREAS,
          pursuant to the terms of a pooling and servicing agreement (the “Pooling and
          Servicing Agreement”) dated as of May 1, 2007 (the “Cut-off Date”), among the
          Purchaser, as depositor, PHH Mortgage Corporation, as master servicer (the
          “Master Servicer”) and Citibank, N.A., as trustee (the “Trustee”), the Purchaser
          will issue the PHHMC Mortgage Pass-Through Certificates, Series 2007-3
          (the
“Certificates”);

         

        NOW,
          THEREFORE, in consideration of the mutual covenants herein contained, the
          parties hereto agree as follows:

         

        ARTICLE
          I


         

        DEFINITIONS

         

        Section
          1.1  Definitions.  For
          all purposes of this Mortgage Loan Purchase Agreement, except as otherwise
          expressly provided herein or unless the context otherwise requires, capitalized
          terms not otherwise defined herein shall have the meanings assigned to
          such
          terms in the Pooling and Servicing Agreement. All other capitalized terms
          used
          herein shall have the meanings specified herein.

         

        ARTICLE
          II 

         

        SALE
          OF
          MORTGAGE LOANS AND RELATED PROVISIONS

         

        Section
          2.1  Sale
          of Mortgage Loans.

         

        (a)  The
          Sellers, by the execution and delivery of this Agreement, do hereby
          sell,  and in connection therewith hereby assign, to the Purchaser,
          effective as of the Closing Date, without recourse but subject to the terms
          of
          this Agreement, all of its right, title and interest in, to and under the
          Mortgage Loans identified on Exhibit 1 as of the Closing Date, whether
          now
          existing or hereafter acquired and wherever located, on the Closing Date
          and as
          of the Cut-off Date.  In addition, PHH Mortgage hereby assigns to the
          Purchaser all of its right, title and interest in and to the Additional
          Collateral Servicing Agreement with respect to the Additional Collateral
          Mortgage Loans, which right, title and interest shall be assigned by the
          Purchaser to the Trustee, for the benefit of the Certificateholders, pursuant
          to
          the Pooling and Servicing Agreement.

         

        (b)  In
          connection with such conveyances by each Seller, the applicable Seller
          shall on
          behalf of the Purchaser deliver to, and deposit with the Trustee (or the
          Master
          Servicer, in which case the Master Servicer shall hold such documents in
          trust
          for the use and benefit of all present and future Certificateholders until
          such
          time as set forth in Section 2.01 of the Pooling and Servicing Agreement),
          on or
          before the Closing Date, the following documents or instruments with respect
          to
          each Mortgage Loan:

         

        (i)  with
          respect to each Mortgage Loan, other than a Cooperative Loan:

         

        (A)  the
          original Mortgage Note, endorsed “Pay to the order of Citibank, N.A., as Trustee
          for the registered holders of the PHHMC Mortgage Pass-Through Certificates,
          Series 2007-3, without recourse”, or endorsed “Pay to the order of _______
          without recourse”,  and signed in the name of the last named endorsee
          by an authorized officer together with all prior and intervening endorsements
          showing a complete chain of endorsement from the originator to the last
          endorsee;

         

        (B)  the
          original Mortgage, noting the presence of the MIN of the Mortgage Loan
          and
          language indicating that the Mortgage Loan is a MOM Loan if the Mortgage
          Loan is
          a MOM Loan,  with evidence of recording thereon which have been
          recorded, with evidence of recording thereon or a copy of the Mortgage
          certified
          by the public recording office in which such Mortgage has been
          recorded;

         

        (C)  Unless
          the Mortgage Loan is registered on the MERS® System, an original Assignment of
          the Mortgage (A) executed in the following form “Citibank, N.A., as Trustee for
          the registered holders of the PHHMC Mortgage Pass-Through Certificates,
          Series
          2007-3”, or (B) in the blank, which assignment appears to be in form and
          substance acceptable for recording;

         

        (D)  the
          original recorded Assignment or Assignments of the Mortgage showing a complete
          chain of assignment from the originator to the Person assigning the Mortgage
          to
          the Trustee (or to MERS, if the Mortgage Loan is registered on the MERS® System
          and noting the presence of a MIN) as contemplated by the immediately preceding
          clause (C), if applicable and only to the extent available to the Depositor
          with
          evidence of recording thereon;

         

        (E)  the
          originals of all assumption, modification, consolidation or extension
          agreements, with evidence of recording thereon, if any;

         

        (F)  a
          copy of
          any guarantee (other than Additional Collateral) executed in connection
          with the
          Mortgage Note;

         

        (G)  the
          original of any security agreement, chattel mortgage or equivalent document
          executed in connection with the Mortgage;

         

        (H)  the
          original power of attorney, if applicable; and

         

        (I)  if
          such
          Mortgage Loan is a Buydown Mortgage Loan (as shown in the Mortgage Loan
          Schedule), the original Buydown Agreement or a copy thereof;

         

        (ii)  in
          addition, with respect to each Mortgage Loan that is an Additional Collateral
          Mortgage Loan:

         

        (A)  a
          copy of
          the related Mortgage 100K
          Pledge
          Agreement or Parent Power Agreement, as applicable; and

         

        (B)  a
          copy of
          the related UCC-1, to the extent that MLCC was required to deliver such
          UCC-1 to
          the Master Servicer, and an original form UCC-3, if applicable, to the
          extent
          that MLCC was required to deliver such UCC-3 to the Master Servicer;
          or

         

        (iii)  with
          respect to each Mortgage Loan that is a Cooperative Loan:

         

        (A)  the
          original Mortgage Note, endorsed “Pay to the order of Citibank, N.A., as Trustee
          for the registered holders of the PHHMC Mortgage Pass-Through Certificates,
          Series 2007-3, without recourse”, or endorsed “Pay to the order of _______
          without recourse”, and signed in the name of the last named endorsee by an
          authorized officer together with all prior and intervening endorsements
          showing
          a complete chain of endorsement from the originator to the last
          endorsee;

         

        (B)  the
          original duly executed assignment of Security Agreement to the
          Trustee;

         

        (C)  the
          acknowledgment copy of the original executed Form UCC-1 (or certified copy
          thereof) with respect to the Security Agreement, and any required continuation
          statements;

         

        (D)  the
          acknowledgment copy of the original executed Form UCC-3 with respect to
          the
          Security Agreement, indicating the Trustee as the assignee of the secured
          party;

         

        (E)  the
          stock
          certificate representing the Cooperative Assets allocated to the cooperative
          unit, with a stock power in blank attached;

         

        (F)  the
          original collateral assignment of the proprietary lease by Mortgagor to
          the
          originator;

         

        (G)  a
          copy of
          the recognition agreement;

         

        (H)  if
          applicable and to the extent available, the original intervening assignments,
          including warehousing assignments, if any, showing, to the extent available,
          an
          unbroken chain of the related Mortgage Loan to the Trustee, together with
          a copy
          of the related Form UCC-3 with evidence of filing thereon; and

         

        (I)  the
          originals of each assumption, modification or substitution agreement, if
          any,
          relating to the Mortgage Loan;

         

        provided,
          however, that in lieu of the foregoing, the applicable Seller may deliver
          the
          following documents, under the circumstances set forth below: (x) in lieu
          of the
          original Mortgage, assignments to the Trustee or intervening assignments
          thereof
          which have been delivered, are being delivered or will, upon receipt of
          recording information relating to the Mortgage required to be included
          thereon,
          be delivered to recording offices for recording and have not been returned
          to
          applicable Seller within 270 days of the Closing Date, applicable Seller
          may
          deliver a true copy thereof with an Officer’s Certificate certifying that such
          Mortgage, assignment to the Trustee or intervening assignment has been
          delivered
          to the appropriate recording office for recording; and (y) in lieu of the
          Mortgage, assignment to the Trustee or intervening assignments thereof,
          if the
          applicable jurisdiction retains the originals of such documents (as evidenced
          by
          a certification from applicable Seller, to such effect) the applicable
          Seller
          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 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 applicable Seller, in lieu of delivering the above
          documents, may deliver to the Trustee a certification to such effect and
          shall
          pay all amounts paid in respect of such Mortgage Loans to the Trustee on
          the
          Closing Date. The applicable Seller shall deliver such original documents
          (including any original documents as to which certified copies had previously
          been delivered) to the Trustee promptly after they are received.

         

        The
          applicable Seller may, in lieu of delivering the original of the documents
          set
          forth in Section 2.1(b)(i), (ii) and (iii) (other than Section 2.1(b)(i)(A)
          and
          Section 2.1(b)(iii)(A)) (or copies thereof as permitted by Section 2.1)
          to the
          Trustee, deliver such documents to the Master Servicer, and the Master
          Servicer
          shall hold such documents in trust for the use and benefit of all present
          and
          future Certificateholders until such time as is set forth in the next
          sentence.  Within 60 days following the earlier of (i) the receipt of
          the original of all of the documents or instruments set forth in Section
          2.1(b)(i), (ii) and (iii) (other than Section 2.1(b)(i)(A) and Section
          2.1(b)(iii)(A)) (or copies thereof as permitted by such Section) for any
          Mortgage Loan and (ii) a written request by the Trustee to deliver those
          documents with respect to any or all of the Mortgage Loans then being held
          by
          the Master Servicer, the Master Servicer shall deliver a complete set of
          such
          documents to the Trustee.

         

        The
          applicable Seller shall, at its expense, cause the Assignment of the Mortgage
          to
          the Trustee to be recorded not later than 270 days after the Closing Date,
          unless (a) such recordation is not required by the Rating Agencies or an
          Opinion
          of Counsel has been provided as set forth below in this Section 2.1 or
          (b) MERS
          is identified on the Mortgage or on a properly recorded assignment of the
          Mortgage as the mortgagee of record. The applicable Seller need not cause
          to be
          recorded any assignment in any jurisdiction under the laws of which, as
          evidenced by an Opinion of Counsel delivered by the applicable Seller 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;
          provided, however, notwithstanding the delivery of any Opinion of Counsel,
          each
          assignment shall be submitted for recording by the Seller in the manner
          described above, at no expense to the Trust Fund or the Trustee, upon the
          earliest to occur of: (i) reasonable direction by the Holders of Certificates
          evidencing Fractional Undivided Interests aggregating not less than 25%
          of the
          Trust Fund, (ii) the occurrence of a Master Servicer Event of Termination,
          (iii)
          the occurrence of a bankruptcy, insolvency or foreclosure relating to the
          applicable Seller, (iv) the occurrence of a servicing transfer as described
          in
          Section 7.02 of the Pooling and Servicing Agreement and (v) with respect
          to any
          one assignment, the occurrence of a bankruptcy, insolvency or foreclosure
          relating to the Mortgagor under the related Mortgage.

         

        If
          any
          original Mortgage Note referred to in Section 2.1(b)(i)(A) or 2.1(b)(iii)(A)
          above cannot be located, the obligations of the applicable Seller to deliver
          such documents shall be deemed to be satisfied upon delivery to the Trustee
          of a
          photocopy of such Mortgage Note, if available, with a Lost Note Affidavit.
          If
          any of the original Mortgage Notes for which a Lost Note Affidavit was
          delivered
          to the Trustee is subsequently located, such original Mortgage Note shall
          be
          delivered to the Trustee within three Business Days.

         

        The
          Purchaser hereby acknowledges its acceptance of all right, title and interest
          to
          the Mortgage Loans and other property, now existing and hereafter created,
          conveyed to it pursuant to this Section 2.1.

         

        Section
          2.2  Payment
          of Purchase Price for the Mortgage Loans.

         

        In
          consideration of the sale of the Mortgage Loans from the Sellers to the
          Purchaser on the Closing Date, (i) PHH Mortgage shall receive (a) the Class
          R-I
          Certificates and Class R-II Certificates (other than a de minimis portion
          of
          each such class) and (b) $31,440,801.16 by wire transfer of immediately
          available funds to a bank account designated by PHH Mortgage and (ii) BGRMT
          shall receive $129,872,235.64 by wire transfer of immediately available
          funds to
          a bank account designated by BGRMT.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        ARTICLE
          III

         

        REPRESENTATIONS
          AND WARRANTIES; REMEDIES
          FOR BREACH

         

        Section
          3.1  Sellers’
          Representations and Warranties.

         

        (a)  Each
          Seller, as to itself, represents, warrants and covenants to the Purchaser
          that
          as of the Closing Date (or as of such date specifically provided herein)
          that:

         

        (i)  Due
          Organization.  The Seller is an entity duly organized, validly
          existing and in good standing under the laws of its jurisdiction of
          organization, and has all licenses necessary to carry on its business now
          being
          conducted and is licensed, qualified and in good standing under the laws
          of each
          state where a Mortgaged Property is located or is otherwise exempt under
          applicable law from such qualification or is otherwise not required under
          applicable law to effect such qualification; no demand for such qualification
          has been made upon the Seller by any state having jurisdiction and in any
          event
          the Seller is or will be in compliance with the laws of any such state
          to the
          extent necessary to enforce each Mortgage Loan;

         

        (ii)  Due
          Authority.  The Seller had the full power and authority and legal
          right to originate the Mortgage Loans that it originated, if any, and to
          acquire
          the Mortgage Loans that it acquired.  The Seller has the full power
          and authority to hold each Mortgage Loan, to sell each Mortgage Loan and
          to
          execute, deliver and perform, and to enter into and consummate, all transactions
          contemplated by this Agreement.  The Seller has duly authorized the
          execution, delivery and performance of this Agreement, has duly executed
          and
          delivered this Agreement, and this Agreement, assuming due authorization,
          execution and delivery by the Purchaser, constitutes a legal, valid and
          binding
          obligation of the Seller, enforceable against it in accordance with its
          terms,
          subject to applicable bankruptcy, reorganization, receivership, conservatorship,
          insolvency, moratorium and other laws relating to or affecting creditors’ rights
          generally or the rights of creditors of banks and to the general principles
          of
          equity (whether such enforceability is considered in a proceeding in equity
          or
          at law);

         

        (iii)  No
          Conflict.  The execution and delivery of this Agreement, the
          acquisition or origination, as applicable, of the Mortgage Loans by the
          Seller,
          the sale of the Mortgage Loans, the consummation of the transactions
          contemplated hereby, or the fulfillment of or compliance with the terms
          and
          conditions of this Agreement, will not conflict with or result in a breach
          of
          any of the terms, conditions or provisions of the Seller’s organizational
          documents and bylaws or any legal restriction or any agreement or instrument
          to
          which the Seller is now a party or by which it is bound, or constitute
          a default
          or result in an acceleration under any of the foregoing, or result in the
          violation of any law, rule, regulation, order, judgment or decree to which
          the
          Seller or its property is subject, or impair the ability of the Purchaser
          to
          realize on the Mortgage Loans;

         

        (iv)  Ability
          to Perform.  The Seller does not believe, nor does it have any
          reason or cause to believe, that it cannot perform each and every covenant
          contained in this Agreement;

         

        (v)  No
          Material Default.  Neither the Seller nor any of its Affiliates is
          in material default under any agreement, contract, instrument or indenture
          of
          any nature whatsoever to which the Seller or any of its Affiliates is a
          party or
          by which it (or any of its assets) is bound, which default would have a
          material
          adverse effect on the ability of the Seller to perform under this Agreement,
          nor, to the best of the Seller’s knowledge, has any event occurred which, with
          notice, lapse of time or both, would constitute a default under any such
          agreement, contract, instrument or indenture and have a material adverse
          effect
          on the ability of the Seller to perform its obligations under this
          Agreement;

         

        (vi)  No
          Litigation Pending. There is no action, suit, proceeding or investigation
          pending or, to the best of the Seller’s knowledge, threatened, against the
          Seller, which, either in any one instance or in the aggregate, if determined
          adversely to the Seller would adversely affect the sale of the Mortgage
          Loans to
          the Purchaser or the execution, delivery or enforceability of this Agreement
          or
          result in any material liability of the Seller, or draw into question the
          validity of this Agreement, or have a material adverse effect on the financial
          condition of the Seller or the ability of the Seller to perform its obligations
          under this Agreement;

         

        (vii)  No
          Consent Required.  No consent, approval, authorization or order of
          any court or governmental agency or body is required for the execution,
          delivery
          and performance by the Seller of or compliance by the Seller with this
          Agreement, the delivery of the Mortgage Files to the Purchaser, the sale
          of the
          Mortgage Loans to the Purchaser or the consummation of the transactions
          contemplated by this Agreement or, if required, such approval has been
          obtained
          prior to the Closing Date;

         

        (viii)  Ordinary
          Course of Business.  The consummation of the transactions
          contemplated by this Agreement is in the ordinary course of business of
          the
          Seller, and the transfer, assignment and conveyance of the Mortgage Notes
          and
          the Mortgages by the Seller pursuant to this Agreement are not subject
          to the
          bulk transfer or any similar statutory provisions in effect in any applicable
          jurisdiction;

         

        (ix)  No
          Broker.  The Seller has not dealt with any broker or agent or
          anyone else who might be entitled to a fee or commission in connection
          with this
          transaction; and

         

        (x)  No
          Untrue Information.  Neither this Agreement nor any statement,
          report or other agreement, document or instrument furnished or to be furnished
          pursuant to this Agreement contains or will contain any materially untrue
          statement of fact or omits or will omit to state a fact necessary to make
          the
          statements contained therein, in light of the circumstances under which
          they
          were made, not misleading.

         

        (b)  With
          respect to each Mortgage Loan, the applicable Seller hereby makes the following
          representations and warranties to the Purchaser on which the Purchaser
          specifically relies in purchasing such Mortgage Loan. Such representations
          and
          warranties speak as of the Closing Date (unless otherwise indicated), but
          shall
          survive any subsequent transfer, assignment or conveyance of such Mortgage
          Loans:

         

        (i)  Such
          Mortgage Loan complies with the terms and conditions set forth herein,
          and all
          of the information set forth with respect thereto on the Mortgage Loan
          Schedule
          is true and correct in all material respects;

         

        (ii)  The
          instruments and documents specified in Section 2.1 with respect to such
          Mortgage
          Loan have been delivered to the Purchaser in accordance with the requirements
          of
          Section 2.1(b).  The applicable Seller is in possession of a Mortgage
          File respecting such Mortgage Loan, except for such documents as have been
          previously delivered to the Purchaser;

         

        (iii)  The
          Mortgage relating to such Mortgage Loan has been duly recorded in the
          appropriate recording office, and the applicable Seller is the owner of
          record
          of such Mortgage Loan and the indebtedness evidenced by the related Mortgage
          Note;

         

        (iv)  All
          payments required to be made up to and including the Closing Date for such
          Mortgage Loan under the terms of the Mortgage Note have been made, such
          that
          such Mortgage Loan is not delinquent 30 days or more on the Cut-off Date.
          Unless
          otherwise disclosed in the prospectus supplement, dated May 23, 2007, relating
          to the public offering of the Certificates (the “Prospectus Supplement”) or the
          Mortgage Loan Schedule, there has been no delinquency, exclusive of any
          period
          of grace, in any payment by the Mortgagor thereunder during the twelve
          months
          preceding the Closing Date; and, if the Mortgage Loan is a Cooperative
          Loan, no
          foreclosure action or private or public sale under the Uniform Commercial
          Code
          has ever been overtly threatened or commenced with respect to the Cooperative
          Loan;

         

        (v)  There
          are
          no delinquent taxes, insurance premiums, assessments, including assessments
          payable in future installments, or other outstanding charges affecting
          the
          Mortgaged Property related to such Mortgage Loan;

         

        (vi)  The
          terms
          of the Mortgage Note and the Mortgage related to such Mortgage Loan (and
          the
          proprietary lease, the stock power, the Assignment of the proprietary lease,
          the
          Assignment of the Mortgage Note and the acceptance of assignment and assumption
          of lease agreement with respect to each Cooperative Loan), have not been
          impaired, waived, altered or modified in any material respect, except as
          specifically set forth in the Mortgage Loan Schedule;

         

        (vii)  The
          Mortgage Note and the Mortgage related to such Mortgage Loan (and the acceptance
          of assignment and assumption of lease agreement related to each Cooperative
          Loan) are not subject to any right of rescission, set-off or defense, including
          the defense of usury, nor will the operation of any of the terms of such
          Mortgage Note and such Mortgage, or the exercise of any right thereunder,
          render
          such Mortgage unenforceable, in whole or in part, or subject to any right
          of
          rescission, set-off or defense, including the defense of usury and no such
          right
          of rescission, set-off or defense has been asserted with respect
          thereto;

         

        (viii)   (a)
          All buildings upon the Mortgaged Property related to such Mortgage Loan
          are
          insured by a Qualified Insurer against loss by fire, hazards of extended
          coverage and such other hazards as are customary in the area where such
          Mortgaged Property is located.  All such insurance policies
          (collectively, the “hazard insurance policy”) are in full force and effect and
          contain a standard mortgagee clause naming the originator of such Mortgage
          Loan,
          its successors and assigns, as mortgagee.  If the Mortgaged Property
          is in an area identified in the Federal Register by the Federal Emergency
          Management Agency (“FEMA”) as having special flood hazards, a flood insurance
          policy is in effect which met the requirements of FEMA at the time such
          policy
          was issued. Such policies are the valid and binding obligations of the
          insurer,
          and all premiums thereon due to date have been paid.  The related
          Mortgage obligates the Mortgagor thereunder to maintain all such insurance
          at
          such Mortgagor’s cost and expense, and on such Mortgagor’s failure to do so,
          authorizes the holder of such Mortgage to maintain such insurance at such
          Mortgagor’s cost and expense and to seek reimbursement therefor from such
          Mortgagor; or (b) in the case of a condominium or unit in a planned unit
          development (“PUD”) project that is not covered by an individual policy, the
          condominium or PUD project is covered by a “master” or “blanket” policy and
          there exists and is in the Mortgage File a certificate of insurance showing
          that
          the individual unit that secures the first mortgage is covered under such
          policy.  The insurance policy contains a standard mortgagee clause
          naming the originator of such Mortgage Loan (and its successors and assigns),
          as
          insured mortgagee.  Such policies are the valid and binding
          obligations of the insurer, and all premiums thereon have been
          paid.  The insurance policy provides for advance notice to the
          applicable Seller or Master Servicer if the policy is canceled or not renewed,
          or if any other change that adversely affects the applicable Seller’s interests
          is made; the certificate includes the types and amounts of coverage provided,
          describes any endorsements that are part of the “master” policy and would be
          acceptable pursuant to the Fannie Mae Guide;

         

        (ix)  All
          requirements of any federal, state or local law (including usury, truth
          in
          lending, real estate settlement procedures, consumer credit protection,
          equal
          credit opportunity or disclosure laws) applicable to the origination and
          servicing of such Mortgage Loan have been complied with in all material
          respects;

         

        (x)  The
          Mortgage related to such Mortgage Loan has not been satisfied, canceled
          or
          subordinated, in whole or in part, or rescinded, and the related Mortgaged
          Property has not been released from the lien of such Mortgage, in whole
          or in
          part, nor has any instrument been executed that would effect any such release,
          cancellation, subordination or rescission;

         

        (xi)  The
          Mortgage related to such Mortgage Loan is a valid, subsisting and enforceable
          perfected first lien on the related Mortgaged Property, including all
          improvements on the related Mortgaged Property, which Mortgaged Property
          is free
          and clear of any encumbrances and liens having priority over the first
          lien of
          the Mortgage subject only to (a) the lien of current real estate taxes
          and
          special assessments not yet due and payable, (b) covenants, conditions
          and
          restrictions, rights of way, easements and other matters of the public
          record as
          of the date of recording of such Mortgage which are acceptable to mortgage
          lending institutions generally, are referred to in the lender’s title insurance
          policy and do not adversely affect the market value or intended use of
          the
          related Mortgaged Property, and (c) other matters to which like properties
          are
          commonly subject which do not individually or in the aggregate materially
          interfere with the benefits of the security intended to be provided by
          such
          Mortgage or the use, enjoyment, or market value of the related Mortgaged
          Property; with respect to each Cooperative Loan, each acceptance of assignment
          and assumption of lease agreement creates a valid, enforceable and subsisting
          first security interest in the collateral securing the related Mortgage
          Note
          subject only to (x) the lien of the related Cooperative for unpaid assessments
          representing the obligor’s pro rata share of the Cooperative’s payments for its
          blanket mortgage, current and future real property taxes, insurance premiums,
          maintenance fees and other assessments to which like collateral is commonly
          subject and (y) other matters to which like collateral is commonly subject
          which
          do not materially interfere with the benefits of the security intended
          to be
          provided by the acceptance of assignment and assumption of lease agreement;
          provided, however, that the appurtenant proprietary lease may be subordinated
          or
          otherwise subject to the lien of any mortgage on the cooperative
          project;

         

        (xii)  The
          Mortgage Note and the Mortgage related to such Mortgage Loan (and the acceptance
          of assignment and assumption of lease agreement with respect to each Cooperative
          Loan) are genuine and each is the legal, valid and binding obligation of
          the
          maker thereof, enforceable in accordance with its terms, except as such
          enforcement may be limited by bankruptcy, insolvency, reorganization or
          other
          similar laws affecting the enforcement of creditors’ rights generally and
          general equitable principles (regardless whether such enforcement is considered
          in a proceeding in equity or at law);

         

        (xiii)  All
          parties to the Mortgage Note and the Mortgage related to such Mortgage
          Loan had
          legal capacity to enter into such Mortgage Loan and to execute and deliver
          the
          related Mortgage Note and the related Mortgage and the related Mortgage
          Note and
          the related Mortgage have been duly and properly executed by such parties;
          with
          respect to each Cooperative Loan, all parties to the Mortgage Note and
          the
          Mortgage Loan had legal capacity to execute and deliver the Mortgage Note,
          the
          acceptance of assignment and assumption of lease agreement, the proprietary
          lease, the stock power, the recognition agreement, the financing statement
          and
          the Assignment of proprietary lease and such documents have been duly and
          properly executed by such parties; each stock power (i) has all signatures
          guaranteed or (ii) if all signatures are not guaranteed, then such Cooperative
          Assets will be transferred by the stock transfer agent of the Cooperative
          if the
          applicable Seller undertakes to convert the ownership of the collateral
          securing
          the related Cooperative Loan;

         

        (xiv)  Such
          Mortgage Loan has closed and the proceeds of such Mortgage Loan have been
          fully
          disbursed prior to the Closing Date; provided that, with respect to any
          Mortgage
          Loan originated within the previous 150 days, alterations and repairs with
          respect to the related Mortgaged Property or any part thereof may have
          required
          an escrow of funds in an amount sufficient to pay for all outstanding work
          within 150 days of the origination of such Mortgage Loan, and, if so, such
          funds
          are held in escrow by the applicable Seller, a title company or other escrow
          agent;

         

        (xv)  The
          Mortgage Note and the Mortgage related to such Mortgage Loan have not been
          assigned, pledged or otherwise transferred by the applicable Seller, in
          whole or
          in part, and the applicable Seller has good and marketable title thereto,
          and
          the applicable Seller is the sole owner thereof (and with respect to any
          Cooperative Loan, the sole owner of the related acceptance of assignment
          and
          assumption of lease agreement) and has full right and authority to transfer
          and
          sell such Mortgage Loan, and is transferring such Mortgage Loan to the
          Purchaser
          free and clear of any encumbrance, equity, lien, pledge, charge, claim
          or
          security interest;

         

        (xvi)  All
          parties that have had any interest in such Mortgage Loan, whether as mortgagee,
          assignee, pledgee or otherwise, are (or, during the period in which they
          held
          and disposed of such interest, were) in compliance with any and all applicable
          licensing requirements of the laws of the state wherein the related Mortgaged
          Property is located;

         

        (xvii)  (a)
          Such
          Mortgage Loan is covered by an American Land Title Association (“ALTA”) lender’s
          title insurance policy or short form title policy acceptable to Fannie
          Mae and
          Freddie Mac (or, in jurisdictions where ALTA policies are not generally
          approved
          for use, a lender’s title insurance policy acceptable to Fannie Mae and Freddie
          Mac), issued by a title insurer acceptable to Fannie Mae and Freddie Mac
          and
          qualified to do business in the jurisdiction where the related Mortgaged
          Property is located, insuring (subject to the exceptions contained in clauses
          (xi)(a), (b) and (x) above) the applicable Seller or Master Servicer, its
          successors and assigns as to the first priority lien of the related Mortgage
          in
          the original principal amount of such Mortgage Loan.  Additionally,
          either such lender’s title insurance policy affirmatively insures that there is
          ingress and egress to and from the Mortgaged Property or the applicable
          Seller
          warrants that there is ingress and egress to and from the Mortgaged Property
          and
          the lender’ s title insurance policy affirmatively insures against encroachments
          by or upon the related Mortgaged Property or any interest therein or any
          other
          adverse circumstance that either is disclosed or would have been disclosed
          by an
          accurate survey.  The applicable Seller or Master Servicer is the sole
          insured of such lender’s title insurance policy, and such lender’s title
          insurance policy is in full force and effect and will be in full force
          and
          effect upon the consummation of the transactions contemplated by this Agreement
          and will inure to the benefit of the Purchaser without any further
          act.  No claims have been made under such lender’s title insurance
          policy, neither the applicable Seller, nor to the best of the applicable
          Seller’s knowledge, any prior holder of the related Mortgage has done, by act
          or
          omission, anything that would impair  the coverage of such lender’s
          insurance policy, and there is no act, omission, condition, or information
          that
          would impair the coverage of such lender’s insurance policy; and (b) the
          mortgage title insurance policy covering each unit mortgage in a condominium
          or
          PUD project related to such Mortgage Loan meets all requirements of Fannie
          Mae
          and Freddie Mac;

         

        (xviii)   (a)
          There is no default, breach, violation or event of acceleration existing
          under
          the Mortgage, the Mortgage Note, or any other agreements, documents, or
          instruments related to such Mortgage Loan; (b) to the best of the applicable
          Seller’s knowledge, there is no event that, with the lapse of time, the giving
          of notice, or both, would constitute such a default, breach, violation
          or event
          of acceleration; (c) the Mortgagor(s) with respect to such Mortgage Loan
          is (1)
          not in default under any other Mortgage Loan or (2) the subject of an insolvency
          proceeding; (d) no event of acceleration has previously occurred, and no
          notice
          of default has been sent, with respect to such Mortgage Loan; (e) in no
          event
          has the applicable Seller waived any of its rights or remedies in respect
          of any
          default, breach, violation or event of acceleration under the Mortgage,
          the
          Mortgage Note, or any other agreements, documents, or instruments related
          to
          such Mortgage Loan; and (f) with respect to each Cooperative Loan, there
          is no
          default in complying with the terms of the Mortgage Note, the acceptance
          of
          assignment and assumption of lease agreement and the proprietary lease
          and all
          maintenance charges and assessments (including assessments payable in the
          future
          installments, which previously became due and owing) have been paid, and
          the
          applicable Seller has the right under the terms of the Mortgage Note, acceptance
          of assignment and assumption of lease agreement and recognition agreement
          to pay
          any maintenance charges or assessments owed by the Mortgagor;

         

        (xix)  As
          of the
          date of origination of such Mortgage Loan, there were no mechanics’ or similar
          liens, except such liens as are expressly insured against by a title insurance
          policy, or claims that have been filed for work, labor or material (and
          no
          rights are outstanding that under law could give rise to such lien) affecting
          the related Mortgaged Property that are or may be liens prior to, or equal
          or
          coordinate with, the lien of the related Mortgage;

         

        (xx)  As
          of the
          date of origination of such Mortgage Loan, to the best of the applicable
          Seller’s knowledge, all improvements that were considered in determining the
          Value of the related Mortgaged Property lay wholly within the boundaries
          and
          building restriction lines of such Mortgaged Property (and wholly within
          the
          project in the case of a condominium unit), and no improvements on adjoining
          properties encroach upon such Mortgaged Property except as permitted under
          the
          terms of the Fannie Mae Guide and the Freddie Mac Selling Guide or those
          which
          are insured against by the title insurance policy referred to in clause
          (xvii)
          above; to the best of the applicable Seller’s knowledge, no improvement located
          on or part of any Mortgaged Property is in violation of any applicable
          zoning
          law or regulation, and all inspections, licenses and certificates required
          to be
          made or issued with respect to all occupied portions of such Mortgaged
          Property,
          and with respect to the use and occupancy of the same, including certificates
          of
          occupancy, have been made or obtained from the appropriate
          authorities;

         

        (xxi)  Except
          with respect to approximately 16.11% of the Mortgage Loans for which the
          related
          Mortgage Note provides for an initial interest-only period for the first
          10
          years, respectively, principal payments on such Mortgage Loan commenced
          or will
          commence no more than 60 days after funds were disbursed in connection
          with such
          Mortgage Loan. The related Mortgage Note is payable on the first day of
          each
          month in arrears, in accordance with the payment terms described on the
          related
          Mortgage Loan Schedule;

         

        (xxii)  Except
          as
          noted otherwise on the Mortgage Loan Schedule, the related Mortgage contains
          the
          usual and customary “due-on-sale” clause or other similar provision for the
          acceleration of the payment of the unpaid principal balance of such Mortgage
          Loan if the related Mortgaged Property or any interest therein is sold
          or
          transferred without the prior consent of the mortgagee thereunder;

         

        (xxiii)  Except
          as
          noted otherwise on the Mortgage Loan Schedule, such Mortgage Loan is not
          subject
          to any prepayment penalty;

         

        (xxiv)  To
          the
          best of the applicable Seller’s knowledge, as of the Closing Date, the related
          Mortgaged Property (and with respect to a Cooperative Loan, the related
          cooperative project and Cooperative Unit) is free of material damage and
          waste
          and there is no proceeding pending for the total or partial condemnation
          thereof;

         

        (xxv)  The
          related Mortgage contains customary and enforceable provisions that render
          the
          rights and remedies of the holder thereof adequate for the realization
          against
          the related Mortgaged Property of the benefits of the security provided
          thereby,
          including, (a) in the case of a Mortgage designated as a deed of trust,
          by
          trustee’s sale, and (b) in the case of a Mortgage, otherwise by judicial
          foreclosure;

         

        (xxvi)  Such
          Mortgage Loan was underwritten in accordance with the Underwriting
          Guide;

         

        (xxvii)  The
          Mortgage File contains an appraisal (or other collateral assessment, permitted
          by the Underwriting Guide) of the related Mortgaged Property on forms and
          with
          riders approved by Fannie Mae and Freddie Mac, signed prior to the approval
          of
          such Mortgage Loan application by an appraiser, duly appointed by the originator
          of such Mortgage Loan, whose compensation is not affected by the approval
          or
          disapproval of such Mortgage Loan and who met the minimum qualifications
          of
          Fannie Mae and Freddie Mac for appraisers.  Each appraisal of the
          Mortgage Loan was made in accordance with the relevant provisions of the
          Financial Institutions Reform, Recovery, and Enforcement Act of
          1989;

         

        (xxviii)  If
          the
          related Mortgage constitutes a deed of trust, then a trustee, duly qualified
          under applicable law to serve as such, has been properly designated and
          currently so serves and is named in such Mortgage, and no fees or expenses
          are
          or will become payable by the Purchaser to the trustee under such deed
          of trust,
          except in connection with a trustee’s sale after default by the related
          Mortgagor;

         

        (xxix)  Except
          with respect to Pledged Asset Loans, if such Mortgage Loan had a Loan-to-Value
          Ratio of more than 80% at origination, such Mortgage Loan is and will be
          subject
          to a Primary Insurance Policy issued by a Qualified Insurer, which insures
          the
          applicable Seller or Master  Servicer, its successors and assigns and
          insureds in the amount set forth on the Mortgage Loan Schedule provided
          that, a
          Primary Insurance Policy will not be required for any Cooperative Loan
          if (i)
          the proceeds of such Cooperative Loan were used to purchase a Cooperative
          Unit
          at the “insider’s price” when the building was converted to a Cooperative, (ii)
          the value of the Cooperative Unit for purposes of establishing the Loan-to-Value
          Ratio at origination was such “insider’s price”, (iii) the principal amount of
          the Cooperative Loan at origination was not more than 100% of such “insider’s
          price” and (iv) the Loan-to-Value Ratio at origination, as calculated using the
          Value at origination, was less than or equal to 80%.  All provisions
          of such Primary Insurance Policy have been and are being complied with,
          such
          policy is in full force and effect, and all premiums due thereunder have
          been
          paid.  Any related Mortgage subject to any such Primary Insurance
          Policy (other than a “lender-paid” Primary Insurance Policy) obligates the
          Mortgagor thereunder to maintain such insurance for the time period required
          by
          law and to pay all premiums and charges in connection therewith.  As
          of the date of origination, the Loan-to-Value Ratio of such Mortgage Loan
          is as
          specified in the applicable Mortgage Loan Schedule;

         

        (xxx)  As
          of the
          date of origination of such Mortgage Loan, to the best of the applicable
          Seller’s knowledge, the related Mortgaged Property (or with respect to a
          Cooperative Loan, the related Cooperative Unit) is lawfully occupied under
          applicable law and all inspections, licenses and certificates required
          to be
          made or issued with respect to all occupied portions of the Mortgaged Property
          (or with respect to a Cooperative Loan, the related Cooperative
          Unit)  and, with respect to the use and occupancy of the same,
          including but not limited to certificates of occupancy, have been made
          or
          obtained from the appropriate authorities;

         

        (xxxi)  Each
          Mortgage Loan either was (a) closed in the name of PHH Mortgage or in the
          name
          of another entity that is either a savings and loan association, a savings
          bank,
          a commercial bank, credit union, insurance company or an institution which
          is
          supervised and examined by a federal or state authority, or a mortgagee
          approved
          by the Secretary of Housing and Urban Development pursuant to Sections
          203 and
          211 of the National Housing Act (any such entity and PHH Mortgage, a “HUD
          Approved Mortgagee”), and was so at the time such Mortgage Loan was originated
          (PHH Mortgage or such other entity, the “Originator”) or (b) closed in the name
          of a correspondent lender under the circumstances described in the following
          sentence.  If such Mortgage Loan was originated through a
          correspondent lender, such Mortgage Loan met the Originator’s underwriting
          criteria at the time of origination and was originated in accordance with
          the
          Originator’s policies and procedures and the Originator acquired such Mortgage
          Loan from the correspondent lender contemporaneously with the origination
          thereof.  The Mortgage Loans that BGRMT is selling to Purchaser were
          originated by or on behalf of PHH Mortgage and subsequently assigned to
          BGRMT;

         

        (xxxii)  All
          of
          the terms of the related Mortgage Note pertaining to interest rate adjustments,
          payment adjustments and adjustments of the outstanding principal balance,
          if
          any, are enforceable and such adjustments will not affect the priority
          of the
          lien of the related Mortgage; all such adjustments on such Mortgage Loan
          have
          been made properly and in accordance with the provisions of such Mortgage
          Loan;

         

        (xxxiii)  To
          the
          best of the applicable Seller’s knowledge, the related Mortgagor is not the
          subject of any insolvency proceeding;

         

        (xxxiv)  Unless
          otherwise disclosed in the Prospectus Supplement or the Mortgage Loan Schedule,
          no Mortgage Loan contains provisions pursuant to which Monthly Payments
          are (a)
          paid or partially paid with funds deposited in any separate account established
          by the applicable Seller, the Mortgagor, or anyone on behalf of the Mortgagor,
          (b) paid by any source other than the Mortgagor or (c) contains any other
          similar provisions which may constitute a “buydown” provision. The Mortgage Loan
          is not a graduated payment mortgage loan and the Mortgage Loan does not
          have a
          shared appreciation or other contingent interest feature;

         

        (xxxv)  The
          Assignment is in recordable form and is acceptable for recording under
          the laws
          of the jurisdiction in which the Mortgaged Property is located;

         

        (xxxvi)  Any
          principal advances made to the Mortgagor prior to the Cut-off Date have
          been  consolidated with the outstanding principal amount secured by
          the Mortgage, and the secured principal amount, as consolidated, bears
          a single
          interest rate and single repayment term. The consolidated principal amount
          does
          not exceed the original principal amount of the Mortgage Loan;

         

        (xxxvii)  Unless
          otherwise disclosed in the Prospectus Supplement or the Mortgage Loan Schedule,
          no Mortgage Loan has a balloon payment feature.  With respect to any
          Mortgage Loan with a balloon payment feature, the Mortgage Note is payable
          in
          Monthly Payments based on a thirty year amortization schedule and has a
          final
          Monthly Payment substantially greater than the preceding Monthly Payment
          which
          is sufficient to amortize the remaining principal balance of the Mortgage
          Loan;

         

        (xxxviii)  If
          the
          residential dwelling on the Mortgaged Property is a condominium unit or
          a unit
          in a planned unit development (other than a de minimis planned unit development)
          such condominium or planned unit development project meets the eligibility
          requirements of the Underwriting Guide;

         

        (xxxix)  No
          Mortgage Loan is subject to the provisions of the Homeownership and Equity
          Protection Act of 1994;

         

        (xl)  Unless
          otherwise disclosed in the Prospectus Supplement or the Mortgage Loan Schedule,
          no Mortgage Loan was made in connection with (a) the construction or
          rehabilitation of a  Mortgaged Property or (b) facilitating the
          trade-in or exchange of a Mortgaged Property;

         

        (xli)  The
          applicable Seller has no knowledge of any circumstances or condition with
          respect to the Mortgage, the Mortgaged Property (or with respect to a
          Cooperative Loan, the acceptance of assignment and assumption of lease
          agreement, the Cooperative Unit or the cooperative project), the Mortgagor
          or
          the Mortgagor’s credit standing that can reasonably be expected to cause the
          Mortgage Loan to be an unacceptable investment, cause the Mortgage Loan
          to
          become delinquent, or adversely affect the value of the Mortgage
          Loan;

         

        (xlii)  Unless
          otherwise disclosed in the Prospectus Supplement or the Mortgage Loan Schedule,
          interest on each Mortgage Loan is calculated on the basis of a 360-day
          year
          consisting of twelve 30-day months;

         

        (xliii)  To
          the
          best of applicable Seller’s knowledge, the Mortgaged Property is in material
          compliance with all applicable environmental laws pertaining to environmental
          hazards including, without limitation, asbestos, and neither the applicable
          Seller nor, to the applicable Seller’s knowledge, the related Mortgagor, has
          received any notice of any violation or potential violation of such
          law;

         

        (xliv)  No
          Mortgage Loan is subject to negative amortization;

         

        (xlv)  No
          Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home
          Ownership Act effective November 27, 2003;

         

        (xlvi)  Each
          Mortgage Loan, at the time it was made, complied in all material respects
          with
          applicable local, state and federal laws, including, but not limited to,
          all
          applicable predatory and abusive lending laws;

         

        (xlvii)  Each
          Mortgage Loan is a “qualified mortgage” as defined under Section 860G(a)(3) of
          the Code and Treasury Regulation Section 1.860G-2(a)(1);

         

        (xlviii)  None
          of
          the Mortgage Loans are “high cost loans” as defined by the applicable predatory-
          and abusive- lending laws;

         

        (xlix)  With
          respect to each Cooperative Loan, a cooperative lien search has been made
          by a
          company competent to make the same which company is acceptable to FNMA
          and
          qualified to do business in the jurisdiction where the Cooperative Unit
          is
          located;

         

        (l)  With
          respect to each Cooperative Loan, (i) the terms of the related proprietary
          lease
          is longer than the terms of the Cooperative Loan, (ii) there is no provision
          in
          any proprietary lease which requires the Mortgagor to offer for sale the
          Cooperative Assets owned by such Mortgagor first to the Cooperative, (iii)
          there
          is no prohibition in any proprietary lease against pledging the Cooperative
          Assets or assigning the proprietary lease and (iv) the recognition agreement
          is
          on a form of agreement published by the Aztech Document Systems, Inc. or
          includes provisions which are no less favorable to the lender than those
          contained in such agreement;

         

        (li)  With
          respect to each Cooperative Loan, each original UCC financing statement,
          continuation statement or other governmental filing or recordation necessary
          to
          create or preserve the perfection and priority of the first priority lien
          and
          security interest in the Cooperative Assets and proprietary lease has been
          timely and properly made.  Any security agreement, chattel mortgage or
          equivalent document related to the Cooperative Loan and delivered to the
          Mortgagor or its designee establishes in the Mortgagor a valid and subsisting
          perfected first lien on and security interest in the Mortgaged Property
          described therein, and the Mortgagor has full right to sell and assign
          the same;
          and

         

        (lii)  With
          respect to each Cooperative Loan, each acceptance of assignment and assumption
          of lease agreement contains enforceable provisions such as to render the
          rights
          and remedies of the holder thereof adequate for the realization of the
          benefits
          of the security provided thereby.  The acceptance of assignment and
          assumption of lease agreement contains an enforceable provision for the
          acceleration of the payment of the unpaid principal balance of the Mortgage
          Note
          in the event the Cooperative Unit is transferred or sold without the consent
          of
          the holder thereof.

         

        It
          is
          understood and agreed that the representations and warranties set forth
          in this
          Section 3.1 will inure to the benefit of the Purchaser, its successors
          and
          assigns, notwithstanding any restrictive or qualified endorsement on any
          Mortgage Note or assignment of Mortgage or the examination of any Mortgage
          File.The acceptance of assignment and assumption of lease agreement contains
          an
          enforceable provision for the acceleration of the payment of the unpaid
          principal balance of the Mortgage Note in the event the Cooperative Unit
          is
          transferred or sold without the consent of the holder thereof.

         

        It
          is
          understood and agreed that the representations and warranties set forth
          in this
          Section 3.1 will inure to the benefit of the Purchaser, its successors
          and
          assigns, notwithstanding any restrictive or qualified endorsement on any
          Mortgage Note or assignment of Mortgage or the examination of any Mortgage
          File.

         

        Section
          3.2  Remedies
          for Breach.

         

        (a)  With
          respect to the representations and warranties contained herein that are
          made to
          the knowledge or the best knowledge of the related Seller or as to which
          the
          related Seller has no knowledge, if it is discovered that the substance
          of any
          such representation and warranty is inaccurate and the inaccuracy materially
          and
          adversely affects the value of the related Mortgage Loan, or the interest
          therein of the Purchaser or the Certificateholders, then notwithstanding
          the
          related Seller’s lack of knowledge with respect to the substance of such
          representation and warranty being inaccurate at the time the representation
          and
          warranty was made, such inaccuracy shall be deemed a breach of the applicable
          representation and warranty and the  related Seller shall take such
          action described in the following paragraph of this Section 3.2(a) in respect
          of
          such Mortgage Loan.

         

        Upon
          discovery or receipt of notice of any materially defective document in,
          or that
          a document is missing from, a Mortgage File or of the breach by either
          Seller of
          any representation, warranty or covenant in Section 3.1(b) hereof in respect
          of
          any Mortgage Loan which materially adversely affects the value of such
          Mortgage
          Loan or the interest therein of the Purchaser or the Certificateholders,
          the
          applicable Seller shall deliver such missing document or cure such defect
          or
          breach within 90 days from the date such Seller was notified of such missing
          document, defect or breach, and if such Seller does not deliver such missing
          document or cure such defect or breach in all material respects during
          such
          period, the applicable Seller shall repurchase such Mortgage Loan from
          the Trust
          Fund at the Purchase Price within 90 days after the date on which such
          Seller
          was notified (subject to Section 3.2(c)) of such missing document, defect
          or
          breach. If such defect or breach can ultimately be cured but is not reasonably
          expected to be cured within the 90-day period, then the applicable Seller
          shall
          have such additional time, if any, as is reasonable, to cure such defect
          or
          breach, provided that the applicable Seller has commenced curing or correcting
          such defect or breach and is diligently pursuing the same. In lieu of
          repurchasing any such Mortgage Loan as provided above, the applicable Seller
          may
          cause such Mortgage Loan to be removed from the Trust Fund (in which case
          it
          shall become a Defective Mortgage Loan) and substitute one or more Eligible
          Substitute Mortgage Loans in the manner and subject to the limitations
          set forth
          in Section 3.2(c). If the breach of representation and warranty that gave
          rise
          to the obligation to repurchase or substitute a Mortgage Loan pursuant
          to this
          Section 3.2 was the representation and warranty set forth in clause (xlvi)
          of
          Section 3.1, then PHH Mortgage shall pay to the Trust Fund, concurrently
          with
          and in addition to the remedies provided in the preceding three sentences,
          an
          amount equal to any liability, penalty or expense that was actually incurred
          and
          paid out of or on behalf of the Trust Fund, and that directly resulted
          from such
          breach, or if incurred and paid by the Trust Fund thereafter, concurrently
          with
          such payment.  It is understood and agreed that the obligation of the
          applicable 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 Purchaser.  Notwithstanding the foregoing, in
          recognition of the Trust Fund’s rights against PHH Mortgage with respect to the
          Mortgage Loans acquired by it from PHH Mortgage and conveyed to the Purchaser
          hereunder, the Purchaser shall have the right to cause PHH Mortgage to
          repurchase directly any Defective Mortgage Loan (other than as a result
          of a
          breach by BGRMT of Section 3.1(b)(iii) or 3.1(b)(xv) hereof, in which case
          the
          Purchaser shall have the right to cause BGRMT to repurchase directly the
          Defective Mortgage Loan) acquired hereunder by the Purchaser from
          BGRMT.

         

        (b)  Any
          substitution of Eligible Substitute Mortgage Loans for Defective Mortgage
          Loans
          made pursuant to Section 3.2(a), must be effected prior to the date which
          is two
          years after the Closing Date and in accordance with Section 2.03 of the
          Pooling
          and Servicing Agreement.

         

        In
          addition, the applicable Seller 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 the Trust Fund, 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 REMIC to fail to qualify as
          a REMIC
          at any time that any Certificate is outstanding.

         

        (c)  Upon
          discovery by the Purchaser, a Seller, the Master 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 applicable Seller shall repurchase such Mortgage
          Loan
          from the Trust Fund at the Purchase Price or, subject to the limitations
          set
          forth in Section 2.03 of the Pooling and Servicing Agreement, substitute
          one or
          more Eligible Substitute Mortgage Loans for the affected Mortgage Loan
          within 60
          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
          the
          applicable Seller 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 applicable Seller. Any such repurchase or substitution shall
          be made
          in the same manner as set forth in Section 3.2(a).

         

        Section
          3.3  Purchaser
          Representations and Warranties.  The Purchaser hereby represents
          and warrants to the Sellers as of the Closing Date (or if otherwise specified
          below, as of the date so specified) that:

         

        (a)  the
          Purchaser is a limited liability company duly organized, validly existing
          and in
          good standing under the laws of the State of Delaware;

         

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

         

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

         

        (d)  the
          execution, delivery and performance by the Purchaser of this Agreement
          and the
          consummation of the transactions contemplated hereby do not require the
          consent
          or approval of, the giving of notice to, the registration with, or the
          taking of
          any other action in respect of, any state, federal or other governmental
          authority or agency, except those consents, approvals, notices, registrations
          or
          other actions as have already been obtained, given or made;

         

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

         

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

         

        ARTICLE
          IV 

         

        SELLERS’
          COVENANTS

         

        Section
          4.1  Covenants
          of the Sellers.  Each Seller hereby covenants that, except for the
          transfer hereunder with respect to the Mortgage Loans, each Seller will
          not
          sell, pledge, assign or transfer to any other Person, or grant, create,
          incur or
          assume any Lien on, any Mortgage Loan, whether now existing or hereafter
          created, or any interest therein; each Seller will notify the Trustee,
          on behalf
          of the Trust Fund, of the existence of any Lien (other than as provided
          above)
          on any Mortgage Loan immediately upon discovery thereof; and each Seller
          will
          defend the right, title and interest of the Trustee, on behalf of the Trust
          Fund, in, to and under the Mortgage Loans, whether now existing or hereafter
          created, against all claims of third parties claiming through or under
          the
          respective Seller.

         

        ARTICLE
          V

         

        INDEMNIFICATION
          BY PHH MORTGAGE WITH
          RESPECT TO THE MORTGAGE LOANS

         

        Section
          5.1  Indemnification
          With Respect to the Mortgage Loans.  PHH Mortgage shall indemnify
          and hold harmless the Purchaser  from and against any loss, liability
          or expense arising from the breach by either Seller of its representations
          and
          warranties in Section 3.1 of this Agreement (other than as a result of
          a breach
          by BGRMT of Section 3.1(b)(iii) or 3.1(b)(xv) hereof, in which case BGRMT
          shall
          indemnify and hold harmless the Purchaser  from and against any loss,
          liability or expense arising from such breach) which materially and adversely
          affects the Purchaser’s interest in any Mortgage Loan or from the failure by
          either Seller to perform its obligations under this Agreement in any material
          respect, provided that neither PHH Mortgage nor BGRMT shall have any obligation
          to indemnify the Purchaser in respect of any loss, liability or expense
          that
          arises as a result of the Purchaser’s willful malfeasance, bad faith or gross
          negligence or as a result of the breach by the Purchaser of its obligations
          hereunder.

         

        Section
          5.2  Limitation
          on Liability of the Sellers.  None of the directors, officers,
          employees or agents of either Seller shall be under any liability to the
          Purchaser, it being expressly understood that all such liability is expressly
          waived and released as a condition of, and as consideration for, the execution
          of this Agreement. Except as and to the extent expressly provided in the
          Pooling
          and Servicing Agreement or this Agreement, the Sellers shall not be under
          any
          liability to the Trust Fund, the Trustee or the Certificateholders. The
          Sellers
          and any director, officer, employee or agent of each Seller may rely in
          good
          faith on any document of any kind prima facie properly executed and
          submitted by any Person respecting any matters arising hereunder.

         

        ARTICLE
          VI


         

        TERMINATION

         

        Section
          6.1  Termination.  The
          respective obligations and responsibilities of each Seller and the Purchaser
          created hereby shall terminate, except for each Seller’s indemnity obligations
          as provided herein, upon the termination of the Trust Fund pursuant to
          the terms
          of the Pooling and Servicing Agreement.

         

        ARTICLE
          VII

         

        MISCELLANEOUS
          PROVISIONS

         

        Section
          7.1  Amendment.  This
          Agreement may be amended from time to time by the Sellers and the Purchaser
          by
          written agreement signed by the Sellers and the Purchaser.

         

        Section
          7.2  Governing
          Law.  This Agreement shall be governed by and construed in
          accordance with the laws of the State of New York and the obligations,
          rights
          and remedies of the parties hereunder shall be determined in accordance
          with
          such laws.

         

        Section
          7.3  Notices.  All
          demands, notices and communications hereunder shall be in writing and shall
          be
          deemed to have been duly given if personally delivered at or mailed by
          registered mail, postage prepaid, addressed as follows:

         

        (i)  if
          to the
          PHH Mortgage:

         

        PHH
          Mortgage Corporation

        3000
          Leadenhall Road

        Mail
          Stop
          LGL

        Mt.
          Laurel, NJ  08054

        Attention:
          General Counsel

         

        or,
          such
          other address as may hereafter be furnished to the Purchaser and BGRMT
          in
          writing by PHH Mortgage.

         

        (ii)  if
          to
          BGRMT:

         

        c/o
          PHH
          Mortgage Corporation, as  Administrator

        3000
          Leadenhall Road

        Mail
          Stop
          LGL

        Mt.
          Laurel, NJ  08054

        Attention:
          General Counsel

         

        or,
          such
          other address as may hereafter be furnished to the Purchaser and PHH Mortgage
          in
          writing by BGRMT.

         

        (iii)  if
          to the
          Purchaser:

         

        PHH
          Mortgage Capital LLC

        3000
          Leadenhall Road

        Mail
          Stop
          LGL

        Mt.
          Laurel, New Jersey 08054

        Attention:
          General Counsel

         

        or,
          such
          other address as may hereafter be furnished to the Sellers in writing by
          the Purchaser.

         

        Section
          7.4  Severability
          of Provisions.  If any one or more of the covenants, agreements,
          provisions or terms of this Agreement shall be held invalid for any reason
          whatsoever 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.

         

        Section
          7.5  Relationship
          of Parties.  Nothing herein contained shall be deemed or construed
          to create a partnership or joint venture between the parties hereto, and
          the
          services of each Seller shall be rendered as an independent contractor
          and not
          as an agent for the Purchaser.

         

        Section
          7.6  Counterparts.  This
          Agreement may be executed in two or more counterparts and by the different
          parties hereto on separate counterparts, each of which, when so executed,
          shall
          be deemed to be an original and such counterparts together shall constitute
          one
          and the same Agreement.

         

        Section
          7.7  Further
          Agreements.  The Purchaser and the Sellers each agree to execute
          and deliver to the other such additional documents, instruments or agreements
          as
          may be necessary or appropriate to effectuate the purposes of this Agreement.
          The Purchaser and each Seller agrees to use its best reasonable efforts
          to take
          all actions necessary to be taken by it to cause the Certificates to be
          issued
          and rated in the highest rating category by each of the Rating Agencies,
          with
          the Certificates to be offered pursuant to the Purchaser’s shelf registration
          statement, and each party will cooperate with the other in connection
          therewith.

         

        Section
          7.8  Intention
          of the Parties.  It is the intention of the parties that the
          Purchaser is purchasing, and the Sellers are selling, the Mortgage Loans,
          rather
          than a loan by the Purchaser to the Sellers secured by the Mortgage Loans.
          Accordingly, the parties hereto each intend to treat this transaction with
          respect to the Mortgage Loans for federal income tax purposes as a sale
          by the
          Sellers, and a purchase by the Purchaser, of the Mortgage Loans. The Purchaser
          will have the right to review the Mortgage Loans and the related documents
          to
          determine the characteristics of the Mortgage Loans which will affect the
          federal income tax consequences of owning the Mortgage Loans and the Sellers
          will cooperate with all reasonable requests made by the Purchaser in the
          course
          of such review.

         

        Section
          7.9  Successors
          and Assigns; Assignment of Agreement.  This Agreement shall bind
          and inure to the benefit of and be enforceable by the Sellers, the Purchaser
          and
          their respective successors and assigns. The obligations of the Sellers
          under
          this Agreement cannot be assigned or delegated to a third party without
          the
          consent of the Purchaser, which consent shall be at the Purchaser’s sole
          discretion. The parties hereto acknowledge that the Purchaser is acquiring
          the
          Mortgage Loans for the purpose of assigning the Mortgage Loans to the Trustee,
          on behalf of the Trust Fund, for the benefit of the Certificateholders.
          As an
          inducement to the Purchaser to purchase the Mortgage Loans, each Seller
          acknowledges and consents to the assignment by the Purchaser to the Trustee,
          on
          behalf of the Trust Fund of all of the Purchaser’s rights against the Sellers
          pursuant to this Agreement and to the enforcement or exercise of any right
          or
          remedy against the Sellers pursuant to this Agreement by the Purchaser.
          Such
          enforcement of a right or remedy by the Trustee, on behalf of the Trust
          Fund,
          shall have the same force and effect as if the right or remedy had been
          enforced
          or exercised by the Purchaser directly.

         

        Section
          7.10  Survival.  The
          representations and warranties made herein by each Seller and the provisions
          of
          Article V hereof shall survive the purchase of the Mortgage Loans
          hereunder.

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the Seller and the Purchaser have caused their names to
          be
          signed to this Mortgage Loan Purchase Agreement by their respective officers
          thereunto duly authorized as of the day and year first above
          written.

         

        
          	 	 	 	 	 	 	 	
                  PHH
                    MORTGAGE CAPITAL LLC

                
	 	 	 	 	 	 	 	 	
                  as
                    Purchaser

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  PHH
                    MORTGAGE CORPORATION

                
	 	 	 	 	 	 	 	 	
                  as
                    Seller

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  BISHOP’S
                    GATE RESIDENTIAL MORTGAGE TRUST

                
	 	 	 	 	 	 	 	 	
                  as
                    Seller

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	
                  PHH
                    MORTGAGE CORPORATION,

                  as
                    Administrator

                
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        Exhibit
          1

         

        MORTGAGE
          LOAN SCHEDULE

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          K

         

        ASSIGNMENT,
          ASSUMPTION AND RECOGNITION AGREEMENT

        (ADDITIONAL
          COLLATERAL SERVICING AGREEMENT)

         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          L

         

        Planned
          Principal Balances

        


        
          	
                  
                    Distribution
                      Date

                  

                	 	
                  
                    Planned
                      Principal

                    Balance
                      for Class A-1 Certificates 

                  

                
	
                  Initial
                    Balance                                                 

                	 	$	
                  59,128,219.00

                	 
	
                  June
                    18,
                    2007                                                 

                	 	 	
                  59,128,219.00

                	 
	
                  July
                    18,
                    2007                                                 

                	 	 	
                  59,128,219.00

                	 
	
                  August
                    18,
                    2007                                                 

                	 	 	
                  59,128,219.00

                	 
	
                  September
                    18,
                    2007                                                 

                	 	 	
                  59,128,219.00

                	 
	
                  October
                    18,
                    2007                                                 

                	 	 	
                  59,128,219.00

                	 
	
                  November
                    18,
                    2007                                                 

                	 	 	
                  59,128,219.00

                	 
	
                  December
                    18,
                    2007                                                 

                	 	 	
                  59,128,219.00

                	 
	
                  January
                    18,
                    2008                                                 

                	 	 	
                  59,128,219.00

                	 
	
                  February
                    18,
                    2008                                                 

                	 	 	
                  59,128,219.00

                	 
	
                  March
                    18,
                    2008                                                 

                	 	 	
                  59,128,219.00

                	 
	
                  April
                    18,
                    2008                                                 

                	 	 	
                  59,128,219.00

                	 
	
                  May
                    18,
                    2008                                                 

                	 	 	
                  58,555,199.40

                	 
	
                  June
                    18,
                    2008                                                 

                	 	 	
                  57,955,620.08

                	 
	
                  July
                    18,
                    2008                                                 

                	 	 	
                  57,329,681.29

                	 
	
                  August
                    18,
                    2008                                                 

                	 	 	
                  56,677,596.66

                	 
	
                  September
                    18,
                    2008                                                 

                	 	 	
                  55,999,593.06

                	 
	
                  October
                    18,
                    2008                                                 

                	 	 	
                  55,295,910.49

                	 
	
                  November
                    18,
                    2008                                                 

                	 	 	
                  54,566,801.85

                	 
	
                  December
                    18,
                    2008                                                 

                	 	 	
                  53,812,532.84

                	 
	
                  January
                    18,
                    2009                                                 

                	 	 	
                  53,033,381.72

                	 
	
                  February
                    18,
                    2009                                                 

                	 	 	
                  52,229,639.15

                	 
	
                  March
                    18,
                    2009                                                 

                	 	 	
                  51,401,607.99

                	 
	
                  April
                    18,
                    2009                                                 

                	 	 	
                  50,549,603.07

                	 
	
                  May
                    18,
                    2009                                                 

                	 	 	
                  49,673,950.95

                	 
	
                  June
                    18,
                    2009                                                 

                	 	 	
                  48,774,989.73

                	 
	
                  July
                    18,
                    2009                                                 

                	 	 	
                  47,853,068.77

                	 
	
                  August
                    18,
                    2009                                                 

                	 	 	
                  46,908,548.42

                	 
	
                  September
                    18,
                    2009                                                 

                	 	 	
                  45,941,799.79

                	 
	
                  October
                    18,
                    2009                                                 

                	 	 	
                  44,953,204.48

                	 
	
                  November
                    18,
                    2009                                                 

                	 	 	
                  43,963,408.06

                	 
	
                  December
                    18,
                    2009                                                 

                	 	 	
                  42,977,683.06

                	 
	
                  January
                    18,
                    2010                                                 

                	 	 	
                  41,996,003.50

                	 
	
                  February
                    18,
                    2010                                                 

                	 	 	
                  41,018,343.50

                	 
	
                  March
                    18,
                    2010                                                 

                	 	 	
                  40,044,677.30

                	 
	
                  April
                    18,
                    2010                                                 

                	 	 	
                  39,074,979.23

                	 
	
                  May
                    18,
                    2010                                                 

                	 	 	
                  38,109,223.75

                	 
	
                  June
                    18,
                    2010                                                 

                	 	 	
                  37,147,385.41

                	 
	
                  July
                    18,
                    2010                                                 

                	 	 	
                  36,189,438.87

                	 
	
                  August
                    18,
                    2010                                                 

                	 	 	
                  35,235,358.89

                	 
	
                  September
                    18,
                    2010                                                 

                	 	 	
                  34,285,120.33

                	 
	
                  October
                    18,
                    2010                                                 

                	 	 	
                  33,338,698.17

                	 
	
                  November
                    18,
                    2010                                                 

                	 	 	
                  32,396,067.48

                	 
	
                  December
                    18,
                    2010                                                 

                	 	 	
                  31,457,203.44

                	 
	
                  January
                    18,
                    2011                                                 

                	 	 	
                  30,522,081.32

                	 
	
                  February
                    18,
                    2011                                                 

                	 	 	
                  29,590,676.49

                	 
	
                  March
                    18,
                    2011                                                 

                	 	 	
                  28,662,964.44

                	 
	
                  April
                    18,
                    2011                                                 

                	 	 	
                  27,738,920.74

                	 
	
                  May
                    18,
                    2011                                                 

                	 	 	
                  26,818,521.06

                	 
	
                  June
                    18,
                    2011                                                 

                	 	 	
                  25,901,741.17

                	 
	
                  July
                    18,
                    2011                                                 

                	 	 	
                  24,988,556.96

                	 
	
                  August
                    18,
                    2011                                                 

                	 	 	
                  24,078,944.37

                	 
	
                  September
                    18,
                    2011                                                 

                	 	 	
                  23,172,879.48

                	 
	
                  October
                    18,
                    2011                                                 

                	 	 	
                  22,270,338.44

                	 
	
                  November
                    18,
                    2011                                                 

                	 	 	
                  21,371,297.51

                	 
	
                  December
                    18,
                    2011                                                 

                	 	 	
                  20,475,733.03

                	 
	
                  January
                    18,
                    2012                                                 

                	 	 	
                  19,583,621.44

                	 
	
                  February
                    18,
                    2012                                                 

                	 	 	
                  18,694,939.28

                	 
	
                  March
                    18,
                    2012                                                 

                	 	 	
                  17,809,663.17

                	 
	
                  April
                    18,
                    2012                                                 

                	 	 	
                  16,927,769.83

                	 
	
                  May
                    18,
                    2012                                                 

                	 	 	
                  16,049,236.07

                	 
	
                  June
                    18,
                    2012                                                 

                	 	 	
                  15,390,821.20

                	 
	
                  July
                    18,
                    2012                                                 

                	 	 	
                  14,736,303.76

                	 
	
                  August
                    18,
                    2012                                                 

                	 	 	
                  14,085,664.24

                	 
	
                  September
                    18,
                    2012                                                 

                	 	 	
                  13,438,883.21

                	 
	
                  October
                    18,
                    2012                                                 

                	 	 	
                  12,795,941.37

                	 
	
                  November
                    18,
                    2012                                                 

                	 	 	
                  12,156,819.49

                	 
	
                  December
                    18,
                    2012                                                 

                	 	 	
                  11,521,498.48

                	 
	
                  January
                    18,
                    2013                                                 

                	 	 	
                  10,889,959.31

                	 
	
                  February
                    18,
                    2013                                                 

                	 	 	
                  10,262,183.10

                	 
	
                  March
                    18,
                    2013                                                 

                	 	 	
                  9,638,151.02

                	 
	
                  April
                    18,
                    2013                                                 

                	 	 	
                  9,017,844.37

                	 
	
                  May
                    18,
                    2013                                                 

                	 	 	
                  8,401,244.55

                	 
	
                  June
                    18,
                    2013                                                 

                	 	 	
                  7,807,004.71

                	 
	
                  July
                    18,
                    2013                                                 

                	 	 	
                  7,231,944.82

                	 
	
                  August
                    18,
                    2013                                                 

                	 	 	
                  6,675,573.36

                	 
	
                  September
                    18,
                    2013                                                 

                	 	 	
                  6,137,410.65

                	 
	
                  October
                    18,
                    2013                                                 

                	 	 	
                  5,616,988.65

                	 
	
                  November
                    18,
                    2013                                                 

                	 	 	
                  5,113,850.58

                	 
	
                  December
                    18,
                    2013                                                 

                	 	 	
                  4,627,550.76

                	 
	
                  January
                    18,
                    2014                                                 

                	 	 	
                  4,157,654.29

                	 
	
                  February
                    18,
                    2014                                                 

                	 	 	
                  3,703,736.82

                	 
	
                  March
                    18,
                    2014                                                 

                	 	 	
                  3,265,384.31

                	 
	
                  April
                    18,
                    2014                                                 

                	 	 	
                  2,842,192.79

                	 
	
                  May
                    18,
                    2014                                                 

                	 	 	
                  2,433,768.11

                	 
	
                  June
                    18,
                    2014                                                 

                	 	 	
                  2,163,287.21

                	 
	
                  July
                    18,
                    2014                                                 

                	 	 	
                  1,903,136.08

                	 
	
                  August
                    18,
                    2014                                                 

                	 	 	
                  1,653,012.93

                	 
	
                  September
                    18,
                    2014                                                 

                	 	 	
                  1,412,623.79

                	 
	
                  October
                    18,
                    2014                                                 

                	 	 	
                  1,181,682.39

                	 
	
                  November
                    18,
                    2014                                                 

                	 	 	
                  959,909.95

                	 
	
                  December
                    18,
                    2014                                                 

                	 	 	
                  747,034.95

                	 
	
                  January
                    18,
                    2015                                                 

                	 	 	
                  542,793.02

                	 
	
                  February
                    18,
                    2015                                                 

                	 	 	
                  346,926.74

                	 
	
                  March
                    18,
                    2015                                                 

                	 	 	
                  159,185.44

                	 
	
                  April
                    18, 2015 and thereafter

                	 	 	
                  0.00

                	 


        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          M

         

        FORM
          OF
          FORM 10-K CERTIFICATE

         

        I,
          [identify the certifying individual], certify that:

         

        1.  I
          have
          reviewed this report on Form 10-K and all reports on Form 10-D required
          to be
          filed in respect of the period covered by this report on Form 10-K of the
          trust
          (the “Trust”) created pursuant to the Pooling and Servicing Agreement, dated May
          1, 2007 (the “Agreement”) among PHH Mortgage Capital LLC (the “Depositor”), PHH
          Mortgage Corporation (the “Master Servicer”) and Citibank, N.A. (the “Trustee”)
          (the “Exchange Act periodic reports”);

         

        2.  Based
          on
          my knowledge, the Exchange Act periodic reports, taken as a whole, do not
          contain any untrue statement of a material fact or omit to state a material
          fact
          necessary to make the statements made, in light of the circumstances under
          which
          such statements were made, not misleading with respect to the period covered
          by
          this report;

         

        3.  Based
          on
          my knowledge, all of the distribution, servicing and other information
          required
          to be provided under Form 10-D for the period covered by this report is
          included
          in the Exchange Act periodic reports;

         

        4.  I
          am
          responsible for reviewing the activities performed by the Master Servicer
          and
          based on my knowledge and the compliance review conducted in preparing
          the
          servicer compliance statement required in this report under Item 1123 of
          Regulation AB, and except as disclosed in the Exchange Act periodic reports,
          the
          Master Servicer has fulfilled its obligations under the Agreement in all
          material respects; and

         

        5.  All
          of
          the reports on assessment of compliance with servicing criteria for asset-backed
          securities and their related attestation reports on assessment of compliance
          with servicing criteria for asset-backed securities required to be included
          in
          this report in accordance with Item 1122 of Regulation AB and Exchange
          Act Rules
          13a-18 and 15d-18 have been included as an exhibit to this report, except
          as
          otherwise disclosed in this report. Any material instances of noncompliance
          described in such reports have been disclosed in this report on Form
          10-K.

         

        In
          giving
          the certifications above, I have reasonably relied on the information provided
          to me by the following unaffiliated parties: the Trustee.

         

        Date:____________

         

        
          	 	 	 	 	 
	 	*	 	 	 
	[Signature]	 	 	 	 
	
                  Name:

                	 	 	
                   

                	 
	
                  Title:

                	 	 	
                   

                	 


        

         

        *
          - to be
          signed by the Chief Executive Officer of the Master Servicer


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          N

         

        FORM
          OF
          BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE

         

        PHH
          Mortgage Corporation

        3000
          Leadenhall Road

        Mt.
          Laurel, New Jersey 08054

         

        
          	 	
                  Re:

                	
                  
                    PHHMC
                      Mortgage Pass-Through Certificates, Series
                      2007-3

                  

                


        

        


         

        Reference
          is made to the Pooling and Servicing Agreement, dated as of May 1, 2007
          (the
“Pooling and Servicing Agreement”), by and among Citibank, N.A., as trustee (the
“Trustee”), PHH Mortgage Corporation, as master servicer (the “Master Servicer”)
          and PHH Mortgage Capital LLC, as depositor (the “Depositor”).  The
          Trustee, hereby certifies to the Master Servicer, and its officers, directors
          and affiliates, and with the knowledge and intent that they will rely upon
          this
          certification, that:

         

        
          	
                   

                	
                  (i)

                	
                  The
                    Trustee has reviewed the annual report on Form 10-K for the fiscal
                    year
                    _____, and all reports on Form 10-D containing distribution reports
                    filed
                    in respect of periods included in the year covered by that annual
                    report,
                    relating to the above-referenced
                    trust;

                


        

         

        
          	
                   

                	
                  (ii)

                	
                  Based
                    on my knowledge, the information set forth in the reports on
                    Form 10-K and
                    Form 10-D referenced in (i) above (including the distribution
                    reports)
                    does not contain any untrue statement of material fact subject
                    to the
                    accuracy of the information provided to us by the Master Servicer
                    and
                    includes all information required to be stated therein;
                    and

                


        

         

        
          	
                   

                	
                  (iii)

                	
                  Based
                    on my knowledge, all distribution information required to be
                    provided by
                    the Trustee under the Pooling and Servicing Agreement is included
                    in these
                    reports.

                


        

         

        Date:

         

        
          	 	 	 	 	 	 	 	
                  [______________],
                    as Trustee

                
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	
                  By:

                	 
	 	 	 	 	 	 	 	
                  Name:

                	 
	 	 	 	 	 	 	 	
                  Title:

                	 


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        EXHIBIT
          O

         

        SERVICING
          CRITERIA TO BE ADDRESSED

        IN
          ASSESSMENT OF COMPLIANCE

        Key:

        X
          - obligation

        [X]–
          under consideration for obligation

        


        Where
          there are multiple checks for criteria the attesting party will identify
          in
          their management assertion that they are attesting only to the portion
          of the
          distribution chain they are responsible for in the related transaction
          agreements.

        


        


        
          	
                  Reg
                    AB Reference

                	
                  Servicing
                    Criteria

                	
                  Primary
                    Servicer

                	
                  Master
                    Servicer

                	
                  Trustee

                
	 	 	 	 	 
	
                  1122(d)(1)(i)

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

                	
                  X

                	
                  X

                	 
	
                  1122(d)(1)(ii)

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

                	
                  X

                	
                  X

                	
                  X

                   

                
	
                  1122(d)(1)(iii)

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

                	 	 	 
	
                  1122(d)(1)(iv)

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

                	
                  X

                	
                  X

                	 
	 	
                  Cash
                    Collection and Administration

                	 	 	 
	
                  1122(d)(2)(i)

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

                	
                  X

                	
                  X

                	
                  X

                
	
                  1122(d)(2)(ii)

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

                	
                  X

                	
                  X

                	
                  X

                
	
                  1122(d)(2)(iii)

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

                	
                  X

                	
                  X

                	 
	
                  1122(d)(2)(iv)

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

                	 	 	
                  X

                
	
                  1122(d)(2)(v)

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

                	
                  X

                	
                  X

                	 
	
                  1122(d)(2)(vi)

                	
                  Unissued
                    checks are safeguarded so as to prevent unauthorized
                    access.

                	
                  X

                	
                  X

                	 
	
                  1122(d)(2)(vii)

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

                	
                  X

                	
                  X

                	
                  X

                
	 	
                  Investor
                    Remittances and Reporting

                	 	 	 
	
                  1122(d)(3)(i)

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

                	
                  X

                	
                  X

                	
                  X

                
	
                  1122(d)(3)(ii)

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

                	
                  X

                	
                  X

                	
                  X

                
	
                  1122(d)(3)(iii)

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

                	
                  X

                	
                  X

                	
                  X

                
	
                  1122(d)(3)(iv)

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

                	
                  X

                	
                  X

                	
                  X

                
	 	
                  Pool
                    Asset Administration

                	 	 	 
	
                  1122(d)(4)(i)

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

                	
                  X

                	
                  X

                	
                  X*

                
	
                  1122(d)(4)(ii)

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

                	
                  X

                	
                  X

                	
                  X*

                
	
                  1122(d)(4)(iii)

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

                	
                  X

                	
                  X

                	 
	
                  1122(d)(4)(iv)

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

                	
                  X

                	
                  X

                   

                	 
	
                  1122(d)(4)(v)

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

                	
                  X

                	
                  X

                   

                	 
	
                  *The
                    Trustee or its subcontractor
                    shall provide assessment regarding these
                    criteria.

                


        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        


        
          	
                  1122(d)(4)(vi)

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

                	
                  X

                	
                  X

                	 
	
                  1122(d)(4)(vii)

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

                	
                  X

                	
                  X

                	 
	
                  1122(d)(4)(viii)

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

                	
                  X

                	
                  X

                   

                	 
	
                  1122(d)(4)(ix)

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

                	
                  X

                	
                  X

                	 
	
                  1122(d)(4)(x)

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

                	
                  X

                	
                  X

                   

                	 
	
                  1122(d)(4)(xi)

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

                	
                  X

                	
                  X

                   

                	 
	
                  1122(d)(4)(xii)

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

                	
                  X

                	
                  X

                   

                	 
	
                  1122(d)(4)(xiii)

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

                	
                  X

                	
                  X

                   

                	 
	
                  1122(d)(4)(xiv)

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

                	 	
                  X

                	 
	
                  1122(d)(4)(xv)

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

                	 	 	 


        

        


        



        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        


        EXHIBIT
          P

        


        FORM
          10-D, FORM 8-K AND FORM 10-K REPORTING RESPONSIBILITY

         

        As
          to
          each item described below, the entity indicated as the Responsible Party
          shall
          be primarily responsible for reporting the information to the Trustee pursuant
          to Section 8.17(a)(i), (ii) and (iii).  If the Trustee is indicated
          below as to any item, then the Trustee is primarily responsible for obtaining
          that information.

        


        Under
          Item 1 of Form 10-D: a) items marked “4.02 statement” are required to be
          included in the monthly statement under Section 4.02, provided by the Trustee
          based on information received from the Master Servicer to the extent required
          of
          the Master Servicer under the Pooling and Servicing Agreement; and b) items
          marked “Form 10-D report” are required to be in the Form 10-D report but not the
          4.02 statement, provided by the party indicated.  Information under
          all other Items of Form 10-D is to be included in the Form 10-D
          report.  Items indicated as “N/A” are not applicable to the
          transaction.

        


        For
          purposes of this Exhibit, “Servicer” includes the Special Servicer.

        

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          


          
            	
                    Form

                  	
                    Item

                  	
                    Description

                  	
                    Responsible
                      Party

                  
	
                    10-D

                  	 	 	 
	
                    1

                  	
                    Distribution
                      and Pool Performance Information

                  	 
	
                    Item
                      1121(a) – Distribution and Pool Performance
                      Information

                  	 
	
                    (1)
                      Any applicable record dates, accrual dates, determination dates
                      for
                      calculating distributions and actual distribution dates for
                      the
                      distribution period.

                  	
                    4.02
                      statement

                  
	
                    (2)
                      Cash flows received and the sources thereof for distributions,
                      fees and
                      expenses.

                  	
                    4.02
                      statement

                  
	
                    (3)
                      Calculated amounts and distribution of the flow of funds for
                      the period
                      itemized by type and priority of payment, including:

                  	
                    4.02
                      statement

                  
	
                    (i)
                      Fees or expenses accrued
                      and paid, with an identification of the general purpose of
                      such fees and
                      the party receiving such fees or expenses.

                  	
                    4.02
                      statement

                  
	
                    (ii)
                      Payments accrued or paid
                      with respect to enhancement or other support identified in
                      Item 1114 of
                      Regulation AB (such as insurance premiums or other enhancement
                      maintenance
                      fees), with an identification of the general purpose of such
                      payments and
                      the party receiving such payments.

                  	
                    N/A

                  
	
                    (iii)
                      Principal, interest and
                      other distributions accrued and paid on the asset-backed securities
                      by
                      type and by class or series and any principal or interest shortfalls
                      or
                      carryovers.

                  	
                    4.02
                      statement

                  
	
                    (iv)
                      The amount of excess cash
                      flow or excess spread and the disposition of excess cash
                      flow.

                  	
                    N/A

                  
	
                    (4)
                      Beginning and ending principal balances of the asset-backed
                      securities.

                  	
                    4.02
                      statement

                  
	
                    (5)
                      Interest rates applicable to the pool assets and the asset-backed
                      securities, as applicable. Consider providing interest rate
                      information
                      for pool assets in appropriate distributional groups or incremental
                      ranges.

                  	
                    4.02
                      statement

                  
	
                    (6)
                      Beginning and ending balances of transaction accounts, such
                      as reserve
                      accounts, and material account activity during the period.

                  	
                    4.02
                      statement

                  
	
                    (7)
                      Any amounts drawn on any credit enhancement or other support
                      identified in
                      Item 1114 of Regulation AB, as applicable, and the amount of
                      coverage
                      remaining under any such enhancement, if known and
                      applicable.

                  	
                    N/A

                  
	
                    (8)
                      Number and amount of pool assets at the beginning and ending
                      of each
                      period, and updated pool composition information, such as weighted
                      average
                      coupon, weighted average life, weighted average remaining term,
                      pool
                      factors and prepayment amounts.

                  	
                    4.02
                      statement

                     

                    Updated
                      pool composition information fields to be as reasonably requested
                      by
                      Depositor in writing to the Master Servicer and the Trustee
                      at least 30
                      days prior to the related Remittance Date from time to
                      time

                  
	
                    (9)
                      Delinquency and loss information for the period.

                     

                    In
                      addition, describe any material changes to the information
                      specified in
                      Item 1100(b)(5) of Regulation AB regarding the pool
                      assets.

                  	
                    4.02
                      statement.

                     

                    Form
                      10-D report: PHH Mortgage Corporation/Depositor

                  
	
                    (10)
                      Information on the amount, terms and general purpose of any
                      advances made
                      or reimbursed during the period, including the general use
                      of funds
                      advanced and the general source of funds for
                      reimbursements.

                  	
                    4.02
                      statement

                  
	
                    (11)
                      Any material modifications, extensions or waivers to pool asset
                      terms,
                      fees, penalties or payments during the distribution period
                      or that have
                      cumulatively become material over time.

                  	
                    Form
                      10-D report: PHH Mortgage Corporation

                  
	
                    (12)
                      Material breaches of pool asset representations or warranties
                      or
                      transaction covenants.

                  	
                    Form
                      10-D report: PHH Mortgage (subject to Depositor
                      approval)

                  
	
                    (13)
                      Information on ratio, coverage or other tests used for determining
                      any
                      early amortization, liquidation or other performance trigger
                      and whether
                      the trigger was met.

                  	
                    4.02
                      statement

                  
	
                    (14)
                      Information regarding any new issuance of asset-backed securities
                      backed
                      by the same asset pool,

                     

                    [information
                      regarding] any pool asset changes (other than in connection
                      with a pool
                      asset converting into cash in accordance with its terms), such
                      as
                      additions or removals in connection with a prefunding or revolving
                      period
                      and pool asset substitutions and repurchases (and purchase
                      rates, if
                      applicable), and cash flows available for future purchases,
                      such as the
                      balances of any prefunding or revolving accounts, if
                      applicable.

                     

                    Disclose
                      any material changes in the solicitation, credit-granting,
                      underwriting,
                      origination, acquisition or pool selection criteria or procedures,
                      as
                      applicable, used to originate, acquire or select the new pool
                      assets.

                  	
                    Form
                      10-D report: Depositor

                     

                     

                    Form
                      10-D report: PHH Mortgage Corporation (subject to Depositor
                      approval)

                     

                     

                     

                     

                    Form
                      10-D report: PHH Mortgage Corporation (subject to Depositor
                      approval)

                  
	
                    Item
                      1121(b) – Pre-Funding or Revolving Period Information

                     

                    Updated
                      pool information as required under Item 1121(b).

                  	
                    N/A

                  
	
                    2

                  	
                    Legal
                      Proceedings

                  	 
	
                    Item
                      1117 – Legal proceedings pending against the following entities, or
                      their
                      respective property, that is material to Certificateholders,
                      including
                      proceedings known to be contemplated by governmental
                      authorities:

                     

                    Sponsor
                      (Seller)

                     

                    Depositor

                     

                    Trustee

                     

                    Issuing
                      entity

                     

                    Servicer
                      or any Subservicer to which Servicer delegates servicing function
                      to that
                      is servicing 20% or more of pool assets at time of report

                     

                    Originator
                      of 20% or more of pool assets as of the Cut-off Date

                     

                    Custodian

                     

                  	
                     

                     

                     

                    Seller

                     

                    Depositor

                     

                    Trustee

                     

                    Depositor

                     

                    Master
                      Servicer

                     

                     

                    Master
                      Servicer

                     

                    Trustee

                  
	
                    3

                  	
                    Sales
                      of Securities and Use of Proceeds

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

                     

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

                  	
                    Depositor

                  
	
                    4

                  	
                    Defaults
                      Upon Senior Securities

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

                     

                    Report
                      the occurrence of any Event of Default of which the Trustee
                      has received
                      written notice or has actual knowledge (after expiration of
                      any grace
                      period and provision of any required notice)

                  	
                    Trustee

                  
	
                    5

                  	
                    Submission
                      of Matters to a Vote of Security Holders

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

                  	
                    Trustee

                  
	
                    6

                  	
                    Significant
                      Obligors of Pool Assets

                  	 
	
                    Item
                      1112(b) –Significant Obligor Financial
                      Information*

                  	
                    N/A

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

                  	 
	
                    7

                  	
                    Significant
                      Enhancement Provider Information

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

                     

                    Determining
                      applicable disclosure threshold

                     

                     

                    Obtaining
                      required financial information or effecting incorporation by
                      reference

                  	
                    N/A

                  
	
                    Item
                      1115(b) – Derivative Counterparty Financial Information*

                     

                    Determining
                      current maximum probable exposure

                     

                    Determining
                      current significance percentage

                     

                     

                    Obtaining
                      required financial information or effecting incorporation by
                      reference

                  	
                     

                     

                    N/A

                     

                    N/A

                     

                    N/A

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

                  	 
	
                    8

                  	
                    Other
                      Information

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

                  	
                    The
                      Responsible Party for the applicable Form 8-K item as indicated
                      below

                  
	
                    9

                  	
                    Exhibits

                  	 
	
                    Distribution
                      report

                  	
                    Trustee

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

                  	
                    Depositor

                  
	
                    8-K

                  	 
	
                    1.01

                  	
                    Entry
                      into a Material Definitive Agreement

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

                     

                    Examples:
                      servicing agreement, custodial agreement.

                     

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

                  	
                    Any
                      of the following that is entering into a material definitive
                      agreement:
                      Master Servicer, Trustee, Depositor

                  
	
                    1.02

                  	
                    Termination
                      of a Material Definitive Agreement

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

                     

                    Examples:
                      servicing agreement, custodial agreement.

                     

                  	
                    Any
                      of the following that is requesting termination of a material
                      definitive
                      agreement: Master Servicer, Trustee, Depositor

                  
	
                    1.03

                  	
                    Bankruptcy
                      or Receivership

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

                     

                    Sponsor
                      (Seller), Depositor, Master Servicer, affiliated Servicer,
                      other Servicer
                      servicing 20% or more of pool assets at time of report, other
                      material
                      servicers, Trustee, significant obligor, credit enhancer (10%
                      or more),
                      derivatives counterparty, Custodian

                  	
                    Any
                      of the following that is in bankruptcy or receivership: Master
                      Servicer,
                      Trustee, Depositor, Custodian (to be provided by
                      Trustee)

                  
	
                    2.04

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

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

                     

                    Disclosure
                      will be made of events other than waterfall triggers which
                      are disclosed
                      in the 4.06 statement

                  	
                    Trustee

                  
	
                    3.03

                  	
                    Material
                      Modification to Rights of Security Holders

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

                  	
                    Trustee
                      (or Depositor, if the Trustee is not a party to such agreement
                      or required
                      to provide prior written consent to such amendment)

                  
	
                    5.03

                  	
                    Amendments
                      to Articles of Incorporation or Bylaws; Change in Fiscal
                      Year

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

                  	
                    Depositor

                  
	
                    5.06

                  	
                    Change
                      in Shell Company Status

                  	 
	
                    [Not
                      applicable to ABS issuers]

                  	
                    N/A

                  
	
                    6.01

                  	
                    ABS
                      Informational and Computational Material

                  	
                    Depositor

                  
	
                    [Not
                      included in reports to be filed under Section 8.12]

                  
	
                    6.02

                  	
                    Change
                      of Servicer or Trustee

                  
	
                    Requires
                      disclosure of any removal, replacement, substitution or addition
                      of any
                      master servicer, affiliated servicer, other servicer servicing
                      10% or more
                      of pool assets at time of report, other material servicers,
                      certificate
                      administrator or trustee.  Reg AB disclosure about any new
                      servicer or trustee is also required.

                  	
                    Trustee

                  
	
                    6.03

                  	
                    Change
                      in Credit Enhancement or Other External Support

                  	 
	
                    Covers
                      termination of any enhancement in manner other than by its
                      terms, the
                      addition of an enhancement, or a material change in the enhancement
                      provided.  Applies to external credit enhancements as well as
                      derivatives.  Reg AB disclosure about any new enhancement
                      provider is also required.

                  	
                    N/A

                  
	
                    6.04

                  	
                    Failure
                      to Make a Required Distribution

                  	
                    Trustee

                  
	
                    6.05

                  	
                    Securities
                      Act Updating Disclosure

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

                  	
                    Depositor

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

                  	
                    Depositor

                  
	
                    7.01

                  	
                    Regulation
                      FD Disclosure

                  	
                    Depositor

                  
	
                    8.01

                  	
                    Other
                      Events

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

                  	
                    Depositor

                  
	
                    9.01

                  	
                    Financial
                      Statements and Exhibits

                  	
                    The
                      Responsible Party applicable to reportable event

                  
	
                    10-K

                  	 
	
                    9B

                  	
                    Other
                      Information

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

                  	
                    The
                      Responsible Party for the applicable Form 8-K item as indicated
                      above

                  
	
                    15

                  	
                    Exhibits
                      and Financial Statement Schedules

                  	 
	
                    Item
                      1112(b) –Significant Obligor Financial
                      Information

                  	
                    N/A

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

                     

                    Determining
                      applicable disclosure threshold

                     

                    Obtaining
                      required financial information or effecting incorporation by
                      reference

                  	
                    N/A

                  
	
                    Item
                      1115(b) – Derivative Counterparty Financial Information

                     

                    Determining
                      current maximum probable exposure

                     

                    Determining
                      current significance percentage

                     

                    Obtaining
                      required financial information or effecting incorporation by
                      reference

                  	
                     

                     

                    N/A

                     

                    N/A

                     

                    N/A

                  
	
                    Item
                      1117 – Legal proceedings pending against the following entities, or
                      their
                      respective property, that is material to Certificateholders,
                      including
                      proceedings known to be contemplated by governmental
                      authorities:

                     

                    Sponsor
                      (Seller)

                     

                     

                    Depositor

                     

                    Trustee

                     

                    Issuing
                      entity

                     

                    Servicer
                      or any other Subservicer to which Servicer delegates servicing
                      function to
                      that is servicing 20% or more of pool assets at time of
                      report

                     

                    Originator
                      of 20% or more of pool assets as of the Cut-off Date

                     

                    Custodian

                     

                  	
                     

                     

                     

                    PHH
                      Mortgage Corporation

                     

                     

                    Depositor

                     

                    Trustee

                     

                    Depositor

                     

                    Master
                      Servicer

                     

                     

                    Depositor

                     

                    Trustee

                  
	
                    Item
                      1119 – Affiliations and relationships between the following entities,
                      or
                      their respective affiliates, that are material to
                      Certificateholders:

                     

                    Sponsor
                      (Seller)

                     

                     

                    Depositor

                     

                    Trustee

                     

                    Servicer
                      or any other Subservicer to which Servicer delegates servicing
                      function to
                      that is servicing 20% or more of pool assets at time of
                      report

                     

                    Originator

                     

                    Custodian

                     

                    Counterparty

                     

                  	
                     

                     

                     

                    PHH
                      Mortgage Corporation

                     

                     

                    Depositor

                     

                    Trustee

                     

                    Master
                      Servicer

                     

                    Depositor

                     

                    Trustee

                     

                    N/A

                  
	
                    Item
                      1122 – Assessment of Compliance with Servicing
                      Criteria

                  	
                    Trustee,
                      Master Servicer, Custodian (to be provided by Trustee)

                  
	
                    Item
                      1123 – Servicer Compliance Statement

                  	
                    Master
                      Servicer

                  


          


          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          



        EXHIBIT
          Q

         

        TRANSACTION
          PARTIES

        


        Sponsor
–
          PHH Mortgage Corporation

        


        Depositor
          – PHH Mortgage Capital LLC

        


        Issuing
          Entity – PHHMC Series 2007-3 Trust

        


        Master
          Servicer – PHH Mortgage Corporation

        


        Originator
          – PHH Mortgage Corporation

        


        Custodian
          – U.S. Bank National Association

        


        Trustee
–
          Citibank, N.A.