Unassociated Document


    
       

      
        
          

        



    

    CREDIT
      SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,

     

    Depositor,

     

    DLJ
      MORTGAGE CAPITAL, INC.,

     

    Seller,

     

    OCWEN
      LOAN SERVICING, LLC,

     

    Servicer,

     

    SELECT
      PORTFOLIO SERVICING, INC.,

     

    Servicer

     

    and

     

    U.S.
      BANK NATIONAL ASSOCIATION,

     

    Trustee

     

    AMENDED
      AND RESTATED SERIES SUPPLEMENT

     

    DATED
      AS OF NOVEMBER 21, 2007

     

    TO

     

    STANDARD
      TERMS OF POOLING AND SERVICING AGREEMENT

     

    DATED
      AS OF AUGUST 1, 2007

     

    relating
      to

     

    CSMC
      ASSET-BACKED TRUST 2007-NC1 OSI

     

    CSMC
      ASSET-BACKED PASS-THROUGH CERTIFICATES,

     

    SERIES
      2007-NC1 OSI

     

    
      
        
 

    

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    TABLE
      OF CONTENTS

     

    
      
        	
                ARTICLE
                  I

              
	 	 
	
                SECTION
                  1.01.

              	
                Definitions.

              
	
                SECTION
                  1.02.

              	
                Allocation
                  of Certain Interest Shortfalls.

              
	 	 
	 	 
	
                ARTICLE
                  II CONVEYANCE OF MORTGAGE LOANS; REPRESENTATIONS AND
                  WARRANTIES

              
	 	 
	
                SECTION
                  2.01.

              	
                Conveyance
                  of Trust Fund.

              
	
                SECTION
                  2.02.

              	
                Acceptance
                  by the Trustee.

              
	
                SECTION
                  2.03.

              	
                Representations
                  and Warranties of the Seller and Servicer.

              
	
                SECTION
                  2.04.

              	
                Representations
                  and Warranties of the Depositor as to the Mortgage
                  Loans.

              
	
                SECTION
                  2.05.

              	
                Delivery
                  of Opinion of Counsel in Connection with Substitutions.

              
	
                SECTION
                  2.06.

              	
                Issuance
                  of Certificates.

              
	
                SECTION
                  2.07.

              	
                REMIC
                  Provisions.

              
	
                SECTION
                  2.08.

              	
                Covenants
                  of the Servicer.

              
	
                SECTION
                  2.09.

              	
                Conveyance
                  of REMIC Regular Interests and Acceptance of REMIC I, REMIC II
                  and REMIC
                  III by the Trustee; Issuance of Certificates.

              
	 	 
	 	 
	
                ARTICLE
                  III ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

              
	 	 
	
                SECTION
                  3.01.

              	
                Servicer
                  to Service Mortgage Loans.

              
	
                SECTION
                  3.02.

              	
                Subservicing;
                  Enforcement of the Obligations of Sub Servicers.

              
	
                SECTION
                  3.03.

              	
                [Reserved].

              
	
                SECTION
                  3.04.

              	
                Trustee
                  to Act as Servicer.

              
	
                SECTION
                  3.05.

              	
                Collection
                  of Mortgage Loans; Collection Accounts; Certificate
                  Account.

              
	
                SECTION
                  3.06.

              	
                Establishment
                  of and Deposits to Escrow Accounts; Permitted Withdrawals from
                  Escrow
                  Accounts; Payments of Taxes, Insurance and Other
                  Charges.

              
	
                SECTION
                  3.07.

              	
                Access
                  to Certain Documentation and Information Regarding the Mortgage
                  Loans;
                  Inspections.

              
	
                SECTION
                  3.08.

              	
                Permitted
                  Withdrawals from the Collection Accounts and Certificate
                  Account.

              
	
                SECTION
                  3.09.

              	
                Maintenance
                  of Hazard Insurance; Mortgage Impairment Insurance and Mortgage
                  Guaranty
                  Insurance Policy; Claims; Restoration of Mortgaged
                  Property.

              
	
                SECTION
                  3.10.

              	
                Enforcement
                  of Due on Sale Clauses; Assumption Agreements.

              
	
                SECTION
                  3.11.

              	
                Realization
                  Upon Defaulted Mortgage Loans.

              
	
                SECTION
                  3.12.

              	
                Trustee
                  to Cooperate; Release of Mortgage Files.

              
	
                SECTION
                  3.13.

              	
                Documents,
                  Records and Funds in Possession of the Servicer to be Held for
                  the
                  Trust.

              
	
                SECTION
                  3.14.

              	
                Servicing
                  Fee.

              
	
                SECTION
                  3.15.

              	
                Access
                  to Certain Documentation.

              
	
                SECTION
                  3.16.

              	
                Maintenance
                  of Fidelity Bond and Errors and Omissions Insurance.

              
	
                SECTION
                  3.17.

              	
                Special
                  Serviced Mortgage Loans; Repurchase of Certain Mortgage
                  Loans.

              
	
                SECTION
                  3.18.

              	
                [Reserved].

              
	
                SECTION
                  3.19.

              	
                Notification
                  of Adjustments.

              
	
                SECTION
                  3.20.

              	
                [Reserved].

              
	
                SECTION
                  3.21.

              	
                Prepayment
                  Premiums.

              
	
                SECTION
                  3.22.

              	
                Advance
                  Facility and Pledge of Servicing Rights.

              
	 	 
	 	 
	
                ARTICLE
                  IV PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS

              
	 	 
	
                SECTION
                  4.01.

              	
                Priorities
                  of Distribution.

              
	
                SECTION
                  4.02.

              	
                Allocation
                  of Realized Losses.

              
	
                SECTION
                  4.03.

              	
                Recoveries.

              
	
                SECTION
                  4.04.

              	
                Monthly
                  Statements to Certificateholders.

              
	
                SECTION
                  4.05.

              	
                Servicer
                  to Cooperate.

              
	
                SECTION
                  4.06.

              	
                Basis
                  Risk Reserve Fund.

              
	
                SECTION
                  4.07.

              	
                Distributions
                  on the REMIC I Regular Interests and REMIC II Regular
                  Interests.

              
	
                SECTION
                  4.08.

              	
                Supplemental
                  Interest Trust.

              
	
                SECTION
                  4.09.

              	
                Rights
                  of Swap Counterparty.

              
	
                SECTION
                  4.10.

              	
                Replacement
                  Swap Counterparty.

              
	 	 
	 	 
	
                ARTICLE
                  V ADVANCES BY THE SERVICER

              
	 	 
	
                SECTION
                  5.01.

              	
                Advances
                  by the Servicer.

              
	 	 
	 	 
	
                ARTICLE
                  VI THE CERTIFICATES

              
	 	 
	
                SECTION
                  6.01.

              	
                The
                  Certificates.

              
	
                SECTION
                  6.02.

              	
                Registration
                  of Transfer and Exchange of Certificates.

              
	
                SECTION
                  6.03.

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              
	
                SECTION
                  6.04.

              	
                Persons
                  Deemed Owners.

              
	
                SECTION
                  6.05.

              	
                Access
                  to List of Certificateholders’ Names and Addresses.

              
	
                SECTION
                  6.06.

              	
                Maintenance
                  of Office or Agency.

              
	
                SECTION
                  6.07.

              	
                Book
                  Entry Certificates.

              
	
                SECTION
                  6.08.

              	
                Notices
                  to Clearing Agency.

              
	
                SECTION
                  6.09.

              	
                Definitive
                  Certificates.

              
	 	 
	 	 
	
                ARTICLE
                  VII THE DEPOSITOR, THE SELLER, THE SERVICER AND THE SPECIAL
                  SERVICER

              
	 	 
	
                SECTION
                  7.01.

              	
                Liabilities
                  of the Seller, the Depositor, the Servicer and the Special
                  Servicer.

              
	
                SECTION
                  7.02.

              	
                Merger
                  or Consolidation of the Seller, the Depositor, the Servicer or
                  the Special
                  Servicer.

              
	
                SECTION
                  7.03.

              	
                Limitation
                  on Liability of the Seller, the Depositor, the Servicer, the Special
                  Servicer and Others.

              
	
                SECTION
                  7.04.

              	
                The
                  Servicer and the Special Servicer Not to Resign; Transfer of
                  Servicing.

              
	
                SECTION
                  7.05.

              	
                The
                  Seller, the Special Servicer and the Servicer May Own
                  Certificates.

              
	 	 
	 	 
	
                ARTICLE
                  VIII DEFAULT

              
	 	 
	
                SECTION
                  8.01.

              	
                Events
                  of Default.

              
	
                SECTION
                  8.02.

              	
                Trustee
                  to Act; Appointment of Successor.

              
	
                SECTION
                  8.03.

              	
                Notification
                  to Certificateholders.

              
	
                SECTION
                  8.04.

              	
                Waiver
                  of Events of Default.

              
	 	 
	 	 
	
                ARTICLE
                  IX CONCERNING THE TRUSTEE

              
	 	 
	
                SECTION
                  9.01.

              	
                Duties
                  of Trustee.

              
	
                SECTION
                  9.02.

              	
                Certain
                  Matters Affecting the Trustee.

              
	
                SECTION
                  9.03.

              	
                Trustee
                  Not Liable for Certificates or Mortgage Loans.

              
	
                SECTION
                  9.04.

              	
                Trustee
                  May Own Certificates.

              
	
                SECTION
                  9.05.

              	
                Trustee’s
                  Fees and Expenses.

              
	
                SECTION
                  9.06.

              	
                Eligibility
                  Requirements for Trustee.

              
	
                SECTION
                  9.07.

              	
                Resignation
                  and Removal of Trustee.

              
	
                SECTION
                  9.08.

              	
                Successor
                  Trustee.

              
	
                SECTION
                  9.09.

              	
                Merger
                  or Consolidation of Trustee.

              
	
                SECTION
                  9.10.

              	
                Appointment
                  of Co Trustee or Separate Trustee.

              
	
                SECTION
                  9.11.

              	
                Office
                  of the Trustee.

              
	
                SECTION
                  9.12.

              	
                Tax
                  Return.

              
	
                SECTION
                  9.13.

              	
                Determination
                  of Certificate Index.

              
	
                SECTION
                  9.14.

              	
                Tax
                  Matters.

              
	
                SECTION
                  9.15.

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

              
	 	 
	 	 
	
                ARTICLE
                  X

              
	 	 
	 	 
	
                ARTICLE
                  XI TERMINATION

              
	 	 
	
                SECTION
                  11.01.

              	
                Termination
                  upon Liquidation or Purchase of all Mortgage Loans.

              
	
                SECTION
                  11.02.

              	
                [Reserved].

              
	
                SECTION
                  11.03.

              	
                Procedure
                  Upon Optional Termination.

              
	
                SECTION
                  11.04.

              	
                Additional
                  Termination Requirements.

              
	 	 
	 	 
	
                ARTICLE
                  XII MISCELLANEOUS PROVISIONS

              
	 	 
	
                SECTION
                  12.01.

              	
                Amendment.

              
	
                SECTION
                  12.02.

              	
                Recordation
                  of Agreement; Counterparts.

              
	
                SECTION
                  12.03.

              	
                Governing
                  Law.

              
	
                SECTION
                  12.04.

              	
                Intention
                  of Parties.

              
	
                SECTION
                  12.05.

              	
                Notices.

              
	
                SECTION
                  12.06.

              	
                Severability
                  of Provisions.

              
	
                SECTION
                  12.07.

              	
                Limitation
                  on Rights of Certificateholders.

              
	
                SECTION
                  12.08.

              	
                Certificates
                  Nonassessable and Fully Paid.

              
	
                SECTION
                  12.09.

              	
                Protection
                  of Assets.

              
	
                SECTION
                  12.10.

              	
                Non
                  Solicitation.

              
	 	 
	 	 
	
                ARTICLE
                  XIII EXCHANGE ACT REPORTING

              
	 	 
	
                SECTION
                  13.01.

              	
                Periodic
                  Filings.

              
	
                SECTION
                  13.02.

              	
                Annual
                  Statements as to Compliance.

              
	
                SECTION
                  13.03.

              	
                Report
                  on Assessment of Compliance and Attestation.

              
	 	 
	 	 
	
                EXHIBITS

              
	 	 
	
                Exhibit
                  A:

              	
                Standard
                  Terms of Pooling and Servicing Agreement

              
	
                Exhibit
                  H-1:

              	
                Form
                  of Servicer Report

              
	
                Exhibit
                  H-2:

              	
                Information
                  to be Provided by the Servicer Relating to Modified Mortgage
                  Loans

              
	
                Exhibit
                  M-1:

              	
                Form
                  of Investment Letter

              
	
                Exhibit
                  M-2:

              	
                Form
                  of Rule 144A Letter

              
	
                Exhibit
                  M-3:

              	
                Form
                  of Regulation S Letter

              
	
                Exhibit
                  R:

              	
                Relevant
                  Servicing Criteria

              
	
                Exhibit
                  AA:

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

              
	
                Exhibit
                  BB:

              	
                Form
                  of Depositor Certification

              
	
                Exhibit
                  CC:

              	
                Form
                  of Trustee Certification for Monthly Statements

              
	
                Exhibit
                  DD:

              	
                Form
                  of Servicer Certification

              
	
                Exhibit
                  EE:

              	
                Form
                  of Assessment of Compliance

              
	 	 
	 	 
	
                SCHEDULES

              
	 	 
	
                Schedule
                  I:

              	
                Mortgage
                  Loan Schedule

              
	
                Schedule
                  IIA:

              	
                Representations
                  and Warranties of Seller   DLJMC

              
	
                Schedule
                  IIB:

              	
                Representations
                  and Warranties of Servicer - SPS

              
	
                Schedule
                  IIC:

              	
                Representations
                  and Warranties of Servicer - Ocwen

              
	
                Schedule
                  IID:

              	
                [Reserved]

              
	
                Schedule
                  IIE:

              	
                [Reserved]

              
	
                Schedule
                  III:

              	
                Representations
                  and Warranties of DLJMC - Mortgage Loans

              
	 	 
	 	 
	
                APPENDICES

              
	 	 
	
                Appendix
                  A:

              	
                [RESERVED]

              


      

      




    
      
         

      

      
         

        
          

        

      

      
         

      

    


    THIS
      AMENDED AND RESTATED SERIES SUPPLEMENT dated as of November 21, 2007 (the
“Series Supplement”), to the STANDARD TERMS OF POOLING AND SERVICING AGREEMENT
      dated as of August 1, 2007 and attached hereto as Exhibit A (the
“Standard Terms” and, together with this Series Supplement, the “Pooling and
      Servicing Agreement” or “Agreement”), is hereby executed by and among CREDIT
      SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP., as depositor (the “Depositor”),
      DLJ MORTGAGE CAPITAL, INC. (“DLJMC”), as seller (in such capacity, the
“Seller”), OCWEN LOAN SERVICING, LLC, as servicer after the Interim Servicing
      Period (“Ocwen”), SELECT PORTFOLIO SERVICING, INC., as servicer during the
      Interim Servicing Period (“SPS”) and U.S. BANK NATIONAL ASSOCIATION, as trustee
      (in such capacity, the “Trustee”).  Capitalized terms used in this
      Agreement and not otherwise defined will have the meanings assigned to them
      in
      Article I below or, if not defined therein, in the Standard Terms.

     

    This
      Amended and Restated Series Supplement amends and restates the series supplement
      to the Standard Terms, dated August 1, 2007, among the Depositor, DLJMC, the
      Trustee, Ocwen and SPS pursuant to Section 12.01(c) of that series
      supplement.

     

    PRELIMINARY
      STATEMENT

     

    The
      Depositor is the owner of the Trust Fund (other than the Trust’s rights under
      the Swap Agreement) that is hereby conveyed to the Trustee in return for the
      Certificates.  The Trust Fund (exclusive of the Swap Agreement and the
      assets held in the Supplemental Interest Account) for federal income tax
      purposes shall consist of four REMICs (referred to as “REMIC I,”
“REMIC II,” “REMIC III” and “REMIC IV”).

     

    The
      terms
      and provisions of the Standard Terms are hereby incorporated by reference herein
      as though set forth in full herein, except that: (1) there will be no Master
      Servicer and all references to the “Master Servicer” in the Standard Terms shall
      be deleted in their entirety, (2) there will be no Trust Administrator and
      all
      references to the “Trust Administrator” in the Standard Terms shall refer to the
“Trustee” with any duplicative references deleted in their entirety, (3) any
      reference to “Servicers” in the Standard Terms shall refer to the “Servicer”,
      (4) there will be no Modification Oversight Agent and all references to the
      “Modification Oversight Agent” in Standard Terms shall be deleted in their
      entirety, (5) all Mortgage Loans will be “Non-Designated Mortgage Loans”,
      regardless of their designation in the Standard Terms and (6) all of the
      Prepayment Premiums are “Assigned Prepayment Premiums”.  If any term
      or provision contained herein shall conflict with or be inconsistent with any
      provision contained in the Standard Terms, the terms and provisions of this
      Series Supplement shall govern.  All capitalized terms not otherwise
      defined herein shall have the meanings set forth in the Standard
      Terms.  The Pooling and Servicing Agreement shall be dated as of the
      date of this Series Supplement.

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    REMIC I

     

    As
      provided herein, the Trustee will make an election to treat the segregated
      pool
      of assets consisting of the Group 1 Mortgage Loans, the Group 2
      Mortgage Loans and certain other related assets subject to this Agreement as
      a
      real estate mortgage investment conduit (a “REMIC”) for federal income tax
      purposes, and such segregated pool of assets will be designated as
“REMIC I.”  Component I of the Class R Certificates
      will represent the sole Class of “residual interests” in REMIC I for
      purposes of the REMIC Provisions (as defined herein) under federal income tax
      law.  The following table irrevocably sets forth the designation,
      remittance rate (the “Uncertificated REMIC I Pass-Through Rate”) and
      initial Uncertificated Principal Balance for each of the “regular interests” in
      REMIC I (the “REMIC I Regular Interests”) and the Class Principal
      Balance of Component I of the Class R Certificates.  The
“latest possible maturity date” (determined solely for purposes of satisfying
      Treasury regulation Section 1.860G-1(a)(4)(iii)) for each REMIC I
      Regular Interest shall be the Maturity Date.  None of the REMIC I
      Regular Interests will be certificated.

     

    
      	
              
                 

                Designation

              

            	 	
              
                Uncertificated
                  REMIC II

                Pass-Through
                  Rate

              

            	 	
              
                Initial
                  Uncertificated REMIC I

                Principal
                  Balance ($)

              

            	 
	
              I

            	 	
              Variable(1)

            	 	$	
              51,066,641.80

            	 
	
              I-1-A

            	 	
              Variable(1)

            	 	$	
              3,856,152.55

            	 
	
              I-1-B

            	 	
              Variable(1)

            	 	$	
              3,856,152.55

            	 
	
              I-2-A

            	 	
              Variable(1)

            	 	$	
              4,120,790.47

            	 
	
              I-2-B

            	 	
              Variable(1)

            	 	$	
              4,120,790.47

            	 
	
              I-3-A

            	 	
              Variable(1)

            	 	$	
              4,347,622.97

            	 
	
              I-3-B

            	 	
              Variable(1)

            	 	$	
              4,347,622.97

            	 
	
              I-4-A

            	 	
              Variable(1)

            	 	$	
              4,423,233.80

            	 
	
              I-4-B

            	 	
              Variable(1)

            	 	$	
              4,423,233.80

            	 
	
              I-5-A

            	 	
              Variable(1)

            	 	$	
              4,801,287.97

            	 
	
              I-5-B

            	 	
              Variable(1)

            	 	$	
              4,801,287.97

            	 
	
              I-6-A

            	 	
              Variable(1)

            	 	$	
              5,028,120.48

            	 
	
              I-6-B

            	 	
              Variable(1)

            	 	$	
              5,028,120.48

            	 
	
              I-7-A

            	 	
              Variable(1)

            	 	$	
              5,179,342.15

            	 
	
              I-7-B

            	 	
              Variable(1)

            	 	$	
              5,179,342.15

            	 
	
              I-8-A

            	 	
              Variable(1)

            	 	$	
              5,292,758.40

            	 
	
              I-8-B

            	 	
              Variable(1)

            	 	$	
              5,292,758.40

            	 
	
              I-9-A

            	 	
              Variable(1)

            	 	$	
              5,406,174.65

            	 
	
              I-9-B

            	 	
              Variable(1)

            	 	$	
              5,406,174.65

            	 
	
              I-10-A

            	 	
              Variable(1)

            	 	$	
              5,179,342.15

            	 
	
              I-10-B

            	 	
              Variable(1)

            	 	$	
              5,179,342.15

            	 
	
              I-11-A

            	 	
              Variable(1)

            	 	$	
              5,254,952.98

            	 
	
              I-11-B

            	 	
              Variable(1)

            	 	$	
              5,254,952.98

            	 
	
              I-12-A

            	 	
              Variable(1)

            	 	$	
              5,406,174.65

            	 
	
              I-12-B

            	 	
              Variable(1)

            	 	$	
              5,406,174.65

            	 
	
              I-13-A

            	 	
              Variable(1)

            	 	$	
              5,406,174.65

            	 
	
              I-13-B

            	 	
              Variable(1)

            	 	$	
              5,406,174.65

            	 
	
              I-14-A

            	 	
              Variable(1)

            	 	$	
              5,254,952.98

            	 
	
              I-14-B

            	 	
              Variable(1)

            	 	$	
              5,254,952.98

            	 
	
              I-15-A

            	 	
              Variable(1)

            	 	$	
              5,746,423.40

            	 
	
              I-15-B

            	 	
              Variable(1)

            	 	$	
              5,746,423.40

            	 
	
              I-16-A

            	 	
              Variable(1)

            	 	$	
              5,822,034.24

            	 
	
              I-16-B

            	 	
              Variable(1)

            	 	$	
              5,822,034.24

            	 
	
              I-17-A

            	 	
              Variable(1)

            	 	$	
              5,557,396.32

            	 
	
              I-17-B

            	 	
              Variable(1)

            	 	$	
              5,557,396.32

            	 
	
              I-18-A

            	 	
              Variable(1)

            	 	$	
              6,578,142.58

            	 
	
              I-18-B

            	 	
              Variable(1)

            	 	$	
              6,578,142.58

            	 
	
              I-19-A

            	 	
              Variable(1)

            	 	$	
              6,086,672.16

            	 
	
              I-19-B

            	 	
              Variable(1)

            	 	$	
              6,086,672.16

            	 
	
              I-20-A

            	 	
              Variable(1)

            	 	$	
              5,784,228.82

            	 
	
              I-20-B

            	 	
              Variable(1)

            	 	$	
              5,784,228.82

            	 
	
              I-21-A

            	 	
              Variable(1)

            	 	$	
              5,028,120.48

            	 
	
              I-21-B

            	 	
              Variable(1)

            	 	$	
              5,028,120.48

            	 
	
              I-22-A

            	 	
              Variable(1)

            	 	$	
              4,461,039.22

            	 
	
              I-22-B

            	 	
              Variable(1)

            	 	$	
              4,461,039.22

            	 
	
              I-23-A

            	 	
              Variable(1)

            	 	$	
              6,502,531.74

            	 
	
              I-23-B

            	 	
              Variable(1)

            	 	$	
              6,502,531.74

            	 
	
              I-24-A

            	 	
              Variable(1)

            	 	$	
              6,124,477.57

            	 
	
              I-24-B

            	 	
              Variable(1)

            	 	$	
              6,124,477.57

            	 
	
              I-25-A

            	 	
              Variable(1)

            	 	$	
              3,364,682.12

            	 
	
              I-25-B

            	 	
              Variable(1)

            	 	$	
              3,364,682.12

            	 
	
              I-26-A

            	 	
              Variable(1)

            	 	$	
              13,723,366.42

            	 
	
              I-26-B

            	 	
              Variable(1)

            	 	$	
              13,723,366.42

            	 
	
              I-27-A

            	 	
              Variable(1)

            	 	$	
              3,402,487.54

            	 
	
              I-27-B

            	 	
              Variable(1)

            	 	$	
              3,402,487.54

            	 
	
              I-28-A

            	 	
              Variable(1)

            	 	$	
              2,457,352.11

            	 
	
              I-28-B

            	 	
              Variable(1)

            	 	$	
              2,457,352.11

            	 
	
              I-29-A

            	 	
              Variable(1)

            	 	$	
              25,896,710.73

            	 
	
              I-29-B

            	 	
              Variable(1)

            	 	$	
              25,896,710.73

            	 
	
              I-30-A

            	 	
              Variable(1)

            	 	$	
              1,625,632.94

            	 
	
              I-30-B

            	 	
              Variable(1)

            	 	$	
              1,625,632.94

            	 
	
              I-31-A

            	 	
              Variable(1)

            	 	$	
              1,474,411.27

            	 
	
              I-31-B

            	 	
              Variable(1)

            	 	$	
              1,474,411.27

            	 
	
              I-32-A

            	 	
              Variable(1)

            	 	$	
              1,398,800.43

            	 
	
              I-32-B

            	 	
              Variable(1)

            	 	$	
              1,398,800.43

            	 
	
              I-33-A

            	 	
              Variable(1)

            	 	$	
              1,323,189.60

            	 
	
              I-33-B

            	 	
              Variable(1)

            	 	$	
              1,323,189.60

            	 
	
              I-34-A

            	 	
              Variable(1)

            	 	$	
              1,550,022.10

            	 
	
              I-34-B

            	 	
              Variable(1)

            	 	$	
              1,550,022.10

            	 
	
              I-35-A

            	 	
              Variable(1)

            	 	$	
              1,739,049.19

            	 
	
              I-35-B

            	 	
              Variable(1)

            	 	$	
              1,739,049.19

            	 
	
              I-36-A

            	 	
              Variable(1)

            	 	$	
              567,081.26

            	 
	
              I-36-B

            	 	
              Variable(1)

            	 	$	
              567,081.26

            	 
	
              I-37-A

            	 	
              Variable(1)

            	 	$	
              567,081.26

            	 
	
              I-37-B

            	 	
              Variable(1)

            	 	$	
              567,081.26

            	 
	
              I-38-A

            	 	
              Variable(1)

            	 	$	
              1,474,411.27

            	 
	
              I-38-B

            	 	
              Variable(1)

            	 	$	
              1,474,411.27

            	 
	
              I-39-A

            	 	
              Variable(1)

            	 	$	
              604,886.67

            	 
	
              I-39-B

            	 	
              Variable(1)

            	 	$	
              604,886.67

            	 
	
              I-40-A

            	 	
              Variable(1)

            	 	$	
              340,248.75

            	 
	
              I-40-B

            	 	
              Variable(1)

            	 	$	
              340,248.75

            	 
	
              I-41-A

            	 	
              Variable(1)

            	 	$	
              3,024,433.37

            	 
	
              I-41-B

            	 	
              Variable(1)

            	 	$	
              3,024,433.37

            	 
	
              I-42-A

            	 	
              Variable(1)

            	 	$	
              189,027.09

            	 
	
              I-42-B

            	 	
              Variable(1)

            	 	$	
              189,027.09

            	 
	
              I-43-A

            	 	
              Variable(1)

            	 	$	
              151,221.67

            	 
	
              I-43-B

            	 	
              Variable(1)

            	 	$	
              151,221.67

            	 
	
              I-44-A

            	 	
              Variable(1)

            	 	$	
              151,221.67

            	 
	
              I-44-B

            	 	
              Variable(1)

            	 	$	
              151,221.67

            	 
	
              I-45-A

            	 	
              Variable(1)

            	 	$	
              151,221.67

            	 
	
              I-45-B

            	 	
              Variable(1)

            	 	$	
              151,221.67

            	 
	
              I-46-A

            	 	
              Variable(1)

            	 	$	
              226,832.50

            	 
	
              I-46-B

            	 	
              Variable(1)

            	 	$	
              226,832.50

            	 
	
              I-47-A

            	 	
              Variable(1)

            	 	$	
              302,443.34

            	 
	
              I-47-B

            	 	
              Variable(1)

            	 	$	
              302,443.34

            	 
	
              I-48-A

            	 	
              Variable(1)

            	 	$	
              226,832.50

            	 
	
              I-48-B

            	 	
              Variable(1)

            	 	$	
              226,832.50

            	 
	
              I-49-A

            	 	
              Variable(1)

            	 	$	
              189,027.09

            	 
	
              I-49-B

            	 	
              Variable(1)

            	 	$	
              189,027.09

            	 
	
              I-50-A

            	 	
              Variable(1)

            	 	$	
              415,859.59

            	 
	
              I-50-B

            	 	
              Variable(1)

            	 	$	
              415,859.59

            	 
	
              I-51-A

            	 	
              Variable(1)

            	 	$	
              113,416.25

            	 
	
              I-51-B

            	 	
              Variable(1)

            	 	$	
              113,416.25

            	 
	
              I-52-A

            	 	
              Variable(1)

            	 	$	
              113,416.25

            	 
	
              I-52-B

            	 	
              Variable(1)

            	 	$	
              113,416.25

            	 
	
              I-53-A

            	 	
              Variable(1)

            	 	$	
              3,704,930.88

            	 
	
              I-53-B

            	 	
              Variable(1)

            	 	$	
              3,704,930.88

            	 
	
              I-54-A

            	 	
              Variable(1)

            	 	$	
              11,757,484.72

            	 
	
              I-54-B

            	 	
              Variable(1)

            	 	$	
              11,757,484.72

            	 
	
              II

            	 	
              Variable(1)

            	 	$	
              16,472,047.20

            	 
	
              II-1-A

            	 	
              Variable(1)

            	 	$	
              1,243,847.45

            	 
	
              II-1-B

            	 	
              Variable(1)

            	 	$	
              1,243,847.45

            	 
	
              II-2-A

            	 	
              Variable(1)

            	 	$	
              1,329,209.53

            	 
	
              II-2-B

            	 	
              Variable(1)

            	 	$	
              1,329,209.53

            	 
	
              II-3-A

            	 	
              Variable(1)

            	 	$	
              1,402,377.03

            	 
	
              II-3-B

            	 	
              Variable(1)

            	 	$	
              1,402,377.03

            	 
	
              II-4-A

            	 	
              Variable(1)

            	 	$	
              1,426,766.20

            	 
	
              II-4-B

            	 	
              Variable(1)

            	 	$	
              1,426,766.20

            	 
	
              II-5-A

            	 	
              Variable(1)

            	 	$	
              1,548,712.03

            	 
	
              II-5-B

            	 	
              Variable(1)

            	 	$	
              1,548,712.03

            	 
	
              II-6-A

            	 	
              Variable(1)

            	 	$	
              1,621,879.52

            	 
	
              II-6-B

            	 	
              Variable(1)

            	 	$	
              1,621,879.52

            	 
	
              II-7-A

            	 	
              Variable(1)

            	 	$	
              1,670,657.85

            	 
	
              II-7-B

            	 	
              Variable(1)

            	 	$	
              1,670,657.85

            	 
	
              II-8-A

            	 	
              Variable(1)

            	 	$	
              1,707,241.60

            	 
	
              II-8-B

            	 	
              Variable(1)

            	 	$	
              1,707,241.60

            	 
	
              II-9-A

            	 	
              Variable(1)

            	 	$	
              1,743,825.35

            	 
	
              II-9-B

            	 	
              Variable(1)

            	 	$	
              1,743,825.35

            	 
	
              II-10-A

            	 	
              Variable(1)

            	 	$	
              1,670,657.85

            	 
	
              II-10-B

            	 	
              Variable(1)

            	 	$	
              1,670,657.85

            	 
	
              II-11-A

            	 	
              Variable(1)

            	 	$	
              1,695,047.02

            	 
	
              II-11-B

            	 	
              Variable(1)

            	 	$	
              1,695,047.02

            	 
	
              II-12-A

            	 	
              Variable(1)

            	 	$	
              1,743,825.35

            	 
	
              II-12-B

            	 	
              Variable(1)

            	 	$	
              1,743,825.35

            	 
	
              II-13-A

            	 	
              Variable(1)

            	 	$	
              1,743,825.35

            	 
	
              II-13-B

            	 	
              Variable(1)

            	 	$	
              1,743,825.35

            	 
	
              II-14-A

            	 	
              Variable(1)

            	 	$	
              1,695,047.02

            	 
	
              II-14-B

            	 	
              Variable(1)

            	 	$	
              1,695,047.02

            	 
	
              II-15-A

            	 	
              Variable(1)

            	 	$	
              1,853,576.60

            	 
	
              II-15-B

            	 	
              Variable(1)

            	 	$	
              1,853,576.60

            	 
	
              II-16-A

            	 	
              Variable(1)

            	 	$	
              1,877,965.76

            	 
	
              II-16-B

            	 	
              Variable(1)

            	 	$	
              1,877,965.76

            	 
	
              II-17-A

            	 	
              Variable(1)

            	 	$	
              1,792,603.68

            	 
	
              II-17-B

            	 	
              Variable(1)

            	 	$	
              1,792,603.68

            	 
	
              II-18-A

            	 	
              Variable(1)

            	 	$	
              2,121,857.42

            	 
	
              II-18-B

            	 	
              Variable(1)

            	 	$	
              2,121,857.42

            	 
	
              II-19-A

            	 	
              Variable(1)

            	 	$	
              1,963,327.84

            	 
	
              II-19-B

            	 	
              Variable(1)

            	 	$	
              1,963,327.84

            	 
	
              II-20-A

            	 	
              Variable(1)

            	 	$	
              1,865,771.18

            	 
	
              II-20-B

            	 	
              Variable(1)

            	 	$	
              1,865,771.18

            	 
	
              II-21-A

            	 	
              Variable(1)

            	 	$	
              1,621,879.52

            	 
	
              II-21-B

            	 	
              Variable(1)

            	 	$	
              1,621,879.52

            	 
	
              II-22-A

            	 	
              Variable(1)

            	 	$	
              1,438,960.78

            	 
	
              II-22-B

            	 	
              Variable(1)

            	 	$	
              1,438,960.78

            	 
	
              II-23-A

            	 	
              Variable(1)

            	 	$	
              2,097,468.26

            	 
	
              II-23-B

            	 	
              Variable(1)

            	 	$	
              2,097,468.26

            	 
	
              II-24-A

            	 	
              Variable(1)

            	 	$	
              1,975,522.43

            	 
	
              II-24-B

            	 	
              Variable(1)

            	 	$	
              1,975,522.43

            	 
	
              II-25-A

            	 	
              Variable(1)

            	 	$	
              1,085,317.88

            	 
	
              II-25-B

            	 	
              Variable(1)

            	 	$	
              1,085,317.88

            	 
	
              II-26-A

            	 	
              Variable(1)

            	 	$	
              4,426,633.58

            	 
	
              II-26-B

            	 	
              Variable(1)

            	 	$	
              4,426,633.58

            	 
	
              II-27-A

            	 	
              Variable(1)

            	 	$	
              1,097,512.46

            	 
	
              II-27-B

            	 	
              Variable(1)

            	 	$	
              1,097,512.46

            	 
	
              II-28-A

            	 	
              Variable(1)

            	 	$	
              792,647.89

            	 
	
              II-28-B

            	 	
              Variable(1)

            	 	$	
              792,647.89

            	 
	
              II-29-A

            	 	
              Variable(1)

            	 	$	
              8,353,289.27

            	 
	
              II-29-B

            	 	
              Variable(1)

            	 	$	
              8,353,289.27

            	 
	
              II-30-A

            	 	
              Variable(1)

            	 	$	
              524,367.06

            	 
	
              II-30-B

            	 	
              Variable(1)

            	 	$	
              524,367.06

            	 
	
              II-31-A

            	 	
              Variable(1)

            	 	$	
              475,588.73

            	 
	
              II-31-B

            	 	
              Variable(1)

            	 	$	
              475,588.73

            	 
	
              II-32-A

            	 	
              Variable(1)

            	 	$	
              451,199.57

            	 
	
              II-32-B

            	 	
              Variable(1)

            	 	$	
              451,199.57

            	 
	
              II-33-A

            	 	
              Variable(1)

            	 	$	
              426,810.40

            	 
	
              II-33-B

            	 	
              Variable(1)

            	 	$	
              426,810.40

            	 
	
              II-34-A

            	 	
              Variable(1)

            	 	$	
              499,977.90

            	 
	
              II-34-B

            	 	
              Variable(1)

            	 	$	
              499,977.90

            	 
	
              II-35-A

            	 	
              Variable(1)

            	 	$	
              560,950.81

            	 
	
              II-35-B

            	 	
              Variable(1)

            	 	$	
              560,950.81

            	 
	
              II-36-A

            	 	
              Variable(1)

            	 	$	
              182,918.74

            	 
	
              II-36-B

            	 	
              Variable(1)

            	 	$	
              182,918.74

            	 
	
              II-37-A

            	 	
              Variable(1)

            	 	$	
              182,918.74

            	 
	
              II-37-B

            	 	
              Variable(1)

            	 	$	
              182,918.74

            	 
	
              II-38-A

            	 	
              Variable(1)

            	 	$	
              475,588.73

            	 
	
              II-38-B

            	 	
              Variable(1)

            	 	$	
              475,588.73

            	 
	
              II-39-A

            	 	
              Variable(1)

            	 	$	
              195,113.33

            	 
	
              II-39-B

            	 	
              Variable(1)

            	 	$	
              195,113.33

            	 
	
              II-40-A

            	 	
              Variable(1)

            	 	$	
              109,751.25

            	 
	
              II-40-B

            	 	
              Variable(1)

            	 	$	
              109,751.25

            	 
	
              II-41-A

            	 	
              Variable(1)

            	 	$	
              975,566.63

            	 
	
              II-41-B

            	 	
              Variable(1)

            	 	$	
              975,566.63

            	 
	
              II-42-A

            	 	
              Variable(1)

            	 	$	
              60,972.91

            	 
	
              II-42-B

            	 	
              Variable(1)

            	 	$	
              60,972.91

            	 
	
              II-43-A

            	 	
              Variable(1)

            	 	$	
              48,778.33

            	 
	
              II-43-B

            	 	
              Variable(1)

            	 	$	
              48,778.33

            	 
	
              II-44-A

            	 	
              Variable(1)

            	 	$	
              48,778.33

            	 
	
              II-44-B

            	 	
              Variable(1)

            	 	$	
              48,778.33

            	 
	
              II-45-A

            	 	
              Variable(1)

            	 	$	
              48,778.33

            	 
	
              II-45-B

            	 	
              Variable(1)

            	 	$	
              48,778.33

            	 
	
              II-46-A

            	 	
              Variable(1)

            	 	$	
              73,167.50

            	 
	
              II-46-B

            	 	
              Variable(1)

            	 	$	
              73,167.50

            	 
	
              II-47-A

            	 	
              Variable(1)

            	 	$	
              97,556.66

            	 
	
              II-47-B

            	 	
              Variable(1)

            	 	$	
              97,556.66

            	 
	
              II-48-A

            	 	
              Variable(1)

            	 	$	
              73,167.50

            	 
	
              II-48-B

            	 	
              Variable(1)

            	 	$	
              73,167.50

            	 
	
              II-49-A

            	 	
              Variable(1)

            	 	$	
              60,972.91

            	 
	
              II-49-B

            	 	
              Variable(1)

            	 	$	
              60,972.91

            	 
	
              II-50-A

            	 	
              Variable(1)

            	 	$	
              134,140.41

            	 
	
              II-50-B

            	 	
              Variable(1)

            	 	$	
              134,140.41

            	 
	
              II-51-A

            	 	
              Variable(1)

            	 	$	
              36,583.75

            	 
	
              II-51-B

            	 	
              Variable(1)

            	 	$	
              36,583.75

            	 
	
              II-52-A

            	 	
              Variable(1)

            	 	$	
              36,583.75

            	 
	
              II-52-B

            	 	
              Variable(1)

            	 	$	
              36,583.75

            	 
	
              II-53-A

            	 	
              Variable(1)

            	 	$	
              1,195,069.12

            	 
	
              II-53-B

            	 	
              Variable(1)

            	 	$	
              1,195,069.12

            	 
	
              II-54-A

            	 	
              Variable(1)

            	 	$	
              3,792,515.28

            	 
	
              II-54-B

            	 	
              Variable(1)

            	 	$	
              3,792,515.28

            	 
	
              P

            	 	
              Variable(1)

            	 	$	
              50.00

            	 
	
              R

            	 	
              Variable(1)

            	 	$	
              50.00

            	 


    

    _______________

    
      	
              (1)

            	
              Calculated
                as provided in the definition of Uncertificated REMIC I Pass-Through
                Rate.

            


    

     


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    


    REMIC II

     

    As
      provided herein, the Trustee will elect to treat the segregated pool of assets
      consisting of the REMIC I Regular Interests as a REMIC for federal income
      tax purposes, and such segregated pool of assets will be designated as
“REMIC II.”  Component II of the Class R Certificates
      will represent the sole Class of “residual interests” in REMIC III for
      purposes of the REMIC Provisions (as defined herein) under federal income tax
      law.  The following table irrevocably sets forth the designation,
      remittance rate (the “Uncertificated REMIC II Pass-Through Rate”) and
      initial Uncertificated Principal Balance for each of the “regular interests” in
      REMIC II (the “REMIC II Regular Interests”).  The “latest
      possible maturity date” (determined solely for purposes of satisfying Treasury
      regulation Section 1.860G-1(a)(4)(iii)) for each REMIC II Regular Interest
      shall be the Maturity Date.  None of the REMIC II Regular Interests
      will be certificated.

     

    
      
        	
                
                  Class Designation
                    for each REMIC II Regular Interest and Component II of the
                    Class R Certificates

                

              	 	
                
                  Type
                    of Interest

                

              	 	
                
                  Uncertificated
                    REMIC II Pass-Through Rate

                

              	 	
                
                  Initial
                    Uncertificated

                  Principal
                    Balance or Class Principal Balance

                

              	 	
                
                  Final
                    Maturity Date*

                

              
	
                LT-AA

              	 	
                Regular

              	 	
                Variable(1)

              	 	$	
                303,818,957.61

              	 	
                September
                  2037

              
	
                LT-1A

              	 	
                Regular

              	 	
                Variable(1)

              	 	$	
                1,749,850.00

              	 	
                September
                  2037

              
	
                LT-2A1

              	 	
                Regular

              	 	
                Variable(1)

              	 	$	
                419,100.00

              	 	
                September
                  2037

              
	
                LT-2A2

              	 	
                Regular

              	 	
                Variable(1)

              	 	$	
                145,350.00

              	 	
                September
                  2037

              
	
                LT-M-1

              	 	
                Regular

              	 	
                Variable(1)

              	 	$	
                82,150.00

              	 	
                September
                  2037

              
	
                LT-M-2

              	 	
                Regular

              	 	
                Variable(1)

              	 	$	
                74,400.00

              	 	
                September
                  2037

              
	
                LT-M-3

              	 	
                Regular

              	 	
                Variable(1)

              	 	$	
                116,250.00

              	 	
                September
                  2037

              
	
                LT-M-4

              	 	
                Regular

              	 	
                Variable(1)

              	 	$	
                46,500.00

              	 	
                September
                  2037

              
	
                LT-M-5

              	 	
                Regular

              	 	
                Variable(1)

              	 	$	
                44,950.00

              	 	
                September
                  2037

              
	
                LT-M-6

              	 	
                Regular

              	 	
                Variable(1)

              	 	$	
                37,200.00

              	 	
                September
                  2037

              
	
                LT-M-7

              	 	
                Regular

              	 	
                Variable(1)

              	 	$	
                31,000.00

              	 	
                September
                  2037

              
	
                LT-M-8

              	 	
                Regular

              	 	
                Variable(1)

              	 	$	
                24,800.00

              	 	
                September
                  2037

              
	
                LT-M-9

              	 	
                Regular

              	 	
                Variable(1)

              	 	$	
                55,850.00

              	 	
                September
                  2037

              
	
                LT-ZZ

              	 	
                Regular

              	 	
                Variable(1)

              	 	$	
                3,372,986.89

              	 	
                September
                  2037

              
	
                LT-1SUB

              	 	
                Regular

              	 	
                Variable(1)

              	 	$	
                11,884.64

              	 	
                September
                  2037

              
	
                LT-1GRP

              	 	
                Regular

              	 	
                Variable(1)

              	 	$	
                46,881.65

              	 	
                September
                  2037

              
	
                LT-2SUB

              	 	
                Regular

              	 	
                Variable(1)

              	 	$	
                3,833.23

              	 	
                September
                  2037

              
	
                LT-2GRP

              	 	
                Regular

              	 	
                Variable(1)

              	 	$	
                15,122.23

              	 	
                September
                  2037

              
	
                LT-XX

              	 	
                Regular

              	 	
                Variable(1)

              	 	$	
                309,941,622.75

              	 	
                September
                  2037

              
	
                LT-P

              	 	
                Regular

              	 	
                Variable(1)

              	 	$	
                50.00

              	 	
                September
                  2037

              
	
                LT-R

              	 	
                Residual

              	 	
                Variable(1)

              	 	$	
                50.00

              	 	
                September
                  2037

              
	
                LT-IO

              	 	
                Regular

              	 	
                Variable(1)

              	 	 	
                (2)

              	 	 


      

    

    ___________________

     

    
      
        	
                *

              	
                The
                  Distribution Date in the specified month, which is the month following
                  the
                  month the latest maturing Mortgage Loan in the related Loan Group
                  matures.
                  For federal income tax purposes, for each Class of REMIC II Regular
                  and Residual Interests, the “latest possible maturity date” shall be the
                  Final Maturity Date.

              
	
                (1)

              	
                Calculated
                  as provided in the
                  definition of Uncertificated REMIC II Pass-Through Rate
                  herein.

              
	
                (2)

              	
                REMIC II
                  Regular Interest LT-IO will not have an Uncertificated Principal
                  Balance
                  but will accrue interest on its uncertificated notional amount
                  calculated
                  in accordance with the definition of “Uncertificated Notional Amount”
                  herein.

              


      

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    REMIC III

     

    As
      provided herein, the Trustee will elect to treat the segregated pool of assets
      consisting of the REMIC II Regular Interests as a REMIC for federal income
      tax purposes, and such segregated pool of assets will be designated as
“REMIC III.”  The Class R Certificates will represent the
      sole Class of “residual interests” in REMIC III for purposes of the REMIC
      Provisions under federal income tax law.  The following table and the
      footnotes that follow irrevocably sets forth the designation, Pass-Through
      Rate,
      aggregate Initial Class Principal Balance, and certain other features for each
      Class of Certificates comprising the interests representing “regular interests”
in REMIC III and the Class R Certificates.  The “latest
      possible maturity date” (determined solely for purposes of satisfying Treasury
      Regulation Section 1.860G-1(a)(4)(iii)) for each Class of REMIC III
      Regular Certificates shall be the Maturity Date.  The REMIC III
      Regular Interest IO will not be certificated.

     

    
      	
              
                Class

              

            	
              
                Class

                Principal

                Balance

              

            	
              
                Pass-Through

                Rate
                  (per annum)

              

            	
              
                Minimum
                  Denomination

              

            	
              
                Integral
                  Multiples

                in
                  Excess

                of
                  Minimum

              

            
	
              Class 1-A
                Interest

            	
               $           349,970,000.00

            	
              Variable(1)

            	
              $25,000

            	
              $1

            
	
              Class 2-A-1

            	
               $             83,820,000.00

            	
              Variable(1)

            	
              $25,000

            	
              $1

            
	
              Class 2-A-2

            	
               $             29,070,000.00

            	
              Variable(1)

            	
              $25,000

            	
              $1

            
	
              Class M-1

            	
               $             16,430,000.00

            	
              Variable(1)

            	
              $25,000

            	
              $1

            
	
              Class M-2

            	
               $             14,880,000.00

            	
              Variable(1)

            	
              $25,000

            	
              $1

            
	
              Class M-3

            	
               $             23,250,000.00

            	
              Variable(1)

            	
              $25,000

            	
              $1

            
	
              Class M-4

            	
               $               9,300,000.00

            	
              Variable(1)

            	
              $25,000

            	
              $1

            
	
              Class M-5

            	
               $               8,990,000.00

            	
              Variable(1)

            	
              $25,000

            	
              $1

            
	
              Class M-6

            	
               $               7,440,000.00

            	
              Variable(1)

            	
              $25,000

            	
              $1

            
	
              Class M-7

            	
               $               6,200,000.00

            	
              Variable(1)

            	
              $25,000

            	
              $1

            
	
              Class M-8

            	
               $               4,960,000.00

            	
              Variable(1)

            	
              $25,000

            	
              $1

            
	
              Class M-9

            	
               $             11,170,000.00

            	
              Variable(1)

            	
              $25,000

            	
              $1

            
	
              Class X

            	
               $             54,558,689.00

            	
              Variable(2)

            	
              10%

            	
              N/A

            
	
              Class P

            	
               $                           50.00

            	
              (3)

            	
              20%

            	
              N/A

            
	
              Class R
                (4)

            	
               $                           50.00

            	
              N/A

            	
              20%

            	
              N/A

            
	
              Class
                IO Interest

            	
              (5)

            	
              (6)

            	
              N/A

            	
              N/A

            


    

    _______________

    
      	
              (1)  

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

            


    

    
      	
              (2)  

            	
              For
                purposes of the REMIC Provisions, the Class X Certificate shall represent
                ownership of a regular interest in the Master REMIC (the “Class X
                Interest”).  The Class X Interest shall have an initial
                principal balance of  $54,558,689.00, and the
                right to receive distributions of such amount represents a regular
                interest in the Master REMIC.  The Class X Interest shall also
                comprise two notional components, each of which represents a regular
                interest in the Master REMIC.  The first such component has a
                notional balance that will at all times equal the aggregate of the
                class
                principal amounts of the Lower Tier Interests in the Subsidiary REMIC
                (other than the Class LT-P, Class LT-R and Class LT-IO Interest),
                and, for
                each Distribution Date (and the related Accrual Period) this notional
                component shall bear interest at a per annum rate equal to the excess,
                if
                any, of (i) the weighted average of the interest rates on the Lower
                Tier
                Interests in the Subsidiary REMIC (other than the Class LT-P, Class
                LT-R
                and Class LT-IO Interest) over (ii) the Adjusted Subsidiary REMIC
                WAC.  The second notional component represents the right to
                receive all distributions in respect of the Class LT-IO Interest
                in the
                Subsidiary REMIC.  In addition, for purposes of the REMIC
                Provisions, the Class X Certificate shall represent beneficial ownership
                of (i) the Basis Risk Reserve Fund; (ii) the Supplemental Interest
                Trust,
                including the Swap Agreement and (iii) an interest in the notional
                principal contracts described in Section
                8.11.

            


    

    
      	
              (3)  

            	
              The
                Class P Certificates are entitled to Prepayment Premiums only and
                will not
                accrue interest.

            


    

    
      	
              (4)  

            	
              The
                Class R Certificate represents ownership of the residual interest
                in each
                REMIC.

            


    

    
      	
              (5)  

            	
              The
                Class IO Interest will be held as an asset of the Reserve Account
                established by the Trustee.  The Class IO Interest will not have
                a Class Principal Balance, but will be entitled to 100% of the amounts
                distributed on REMIC II Regular Interest
                LT-IO.

            


    

    
      	
              (6)  

            	
              The
                Class IO Interest will not have a Pass-Through Rate, but will be
                entitled
                to 100% of the amounts distributed on REMIC II Regular Interest
                LT-IO.

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    REMIC IV

     

    As
      provided herein, the Trustee will elect to treat the segregated pool of assets
      consisting of the Class 1-A Interest as a REMIC for federal income tax purposes,
      and such segregated pool of assets will be designated as
“REMIC IV.”  The Class R Certificates will represent the
      sole Class of “residual interests” in REMIC IV for purposes of the REMIC
      Provisions under federal income tax law.  The following table and the
      footnotes that follow irrevocably sets forth the designation, Pass-Through
      Rate,
      aggregate Initial Class Principal Balance, and certain other features for each
      Class of Certificates comprising the interests representing “regular interests”
in REMIC IV and the Class R Certificates.  The “latest
      possible maturity date” (determined solely for purposes of satisfying Treasury
      Regulation Section 1.860G-1(a)(4)(iii)) for each Class of REMIC IV
      Regular Certificates shall be the Maturity Date.

     

    
      	
              
                Class

              

            	
              
                Class

                Principal

                Balance

              

            	
              
                Pass-Through

                Rate
                  (per annum)

              

            	
              
                Minimum
                  Denomination

              

            	
              
                Integral
                  Multiples

                in
                  Excess

                of
                  Minimum

              

            
	
              Class 1-A-1

            	
               $           286,133,341.00

            	
              Variable(1)

            	
              $25,000

            	
              $1

            
	
              Class 1-A-2

            	
               $             55,722,499.00

            	
              Variable(1)

            	
              $25,000

            	
              $1

            


    

    _______________

    
      	
              (1)  

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

            


    

    


    For
      the
      avoidance of doubt, the Trustee shall account for any interest amount due to
      a
      Certificateholder in excess of the interest rate on the REMIC Regular Interest
      issued by REMIC III or REMIC IV corresponding to such Certificate as part
      of the payment made to the Class X Certificates, to the extent it is
      entitled to funds from the REMIC, and then paid outside of the REMIC pursuant
      to
      a separate contractual right to such Certificateholder.

     

    The
      foregoing REMIC structure is intended to cause all of the cash from the Mortgage
      Loans to flow through to REMIC III and REMIC IV as cash flow on a REMIC
      Regular Interest, without creating any shortfall—actual or potential (other than
      for credit losses) to any REMIC Regular Interest.  To the extent that
      the structure is believed to diverge from such intention the Trustee shall
      resolve ambiguities to accomplish such result and shall to the extent necessary
      rectify any drafting errors or seek clarification to the structure without
      Certificateholder approval (but with guidance of counsel) to accomplish such
      intention.

     

    Set
      forth
      below are designations of Classes of Certificates and Loan Groups to the
      categories used herein:

     

    
      	
              Book-Entry
                Certificates

               

            	
              All
                Classes of Certificates other than the Physical Certificates.

               

            
	
              Class A
                Certificates

               

            	
              The
                Class 1-A-1, Class 1-A-2, Class 2-A-1 and Class 2-A-2
                Certificates.

               

            
	
              Class M
                Certificates

               

            	
              The
                Class M-1, Class M-2, Class M-3, Class M-4,
                Class M-5, Class M-6, Class M-7, Class M-8 and Class M-9
                Certificates.

               

            
	
              Class
                P Certificates

               

            	
              The
                Class P Certificates.

               

            
	
              Class
                X Certificates

               

            	
              The
                Class X Certificates.

               

            
	
              Economic
                Residual Floater Certificates

               

            	
              The
                Class X Certificates.

               

            
	
              ERISA-Restricted
                Certificates

               

            	
              Residual
                Certificates and Private Certificates; and any Certificates that
                do not
                satisfy the applicable ratings requirement under the Underwriter’s
                Exemption.

               

            
	
              Group 1
                Certificates

               

            	
              The
                Class 1-A-1 Certificates and Class 1-A-2 Certificates.

               

            
	
              Group 2
                Certificates

               

            	
              The
                Class 2-A-1, Class 2-A-2 and Class R Certificates.

               

            
	
              Subordinate
                Certificates

               

            	
              The
                Class M Certificates and Class X Certificates.

               

            
	
              LIBOR
                Certificates

               

            	
              The
                Class 1-A-1, Class 1-A-2, Class 2-A-1, Class 2-A-2, Class M-1, Class
                M-2,
                Class M 3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
                Class
                M-9 and Class R Certificates.

               

            
	
              Notional
                Amount Certificates

               

            	
              The
                Class X Certificates.

               

            
	
              Offered
                Certificates

               

            	
              All
                Classes of Certificates other than the Private Certificates.

               

            
	
              Private
                Certificates

               

            	
              The
                Class X Certificates and Class P Certificates.

               

            
	
              Physical
                Certificates

               

            	
              The
                Residual Certificates and the Private Certificates.

               

            
	
              Rating
                Agencies

               

            	
              Fitch
                and S&P.

               

            
	
              Regular
                Certificates

               

            	
              All
                Classes of Certificates other than the Residual Certificates.

               

            
	
              Residual
                Certificates

               

            	
              The
                Class R Certificates.

               

            
	
              Senior
                Certificates

               

            	
              The
                Class A, Class P and Class R Certificates.

               

            
	
              Subordinate
                Certificates

               

            	
              The
                Class M Certificates and the Class X Certificates.

               

            


    

     

    All
      covenants and agreements made by the Depositor herein are for the benefit and
      security of the Certificateholders.  The Depositor is entering into
      this Agreement, and the Trustee is accepting the trusts created hereby and
      thereby, for good and valuable consideration, the receipt and sufficiency of
      which are hereby acknowledged.

     

    The
      parties hereto intend to effect an absolute sale and assignment of the Mortgage
      Loans to the Trustee for the benefit of Certificateholders under this
      Agreement.  However, the Depositor and the Seller will hereunder
      absolutely assign and, as a precautionary matter grant a security interest,
      in
      and to its rights, if any, in the Mortgage Loans to the Trustee on behalf of
      Certificateholders to ensure that the interest of the Certificateholders
      hereunder in the Mortgage Loans is fully protected.

     

    W
      I T N E S S E T H  T H A T:

     

    In
      consideration of the mutual agreements herein contained, the Depositor, the
      Seller, SPS, Ocwen and the Trustee agree as follows:

    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    ARTICLE
      I

     

    
      
        	
                 

              	
                SECTION
                  1.01.

              	
                Definitions.

              


      

    

     

    Whenever
      used in this Agreement, the following words and phrases, unless the context
      otherwise requires, shall have the following meanings:

     

    Accrual
      Period:  For any class of LIBOR Certificates and any Distribution
      Date, the period commencing on the immediately preceding Distribution Date
      (or,
      in the case of the September 2007 Distribution Date, the Closing Date) and
      ending on the day immediately preceding the related Distribution
      Date.

     

    Additional
      Servicer:  Each affiliate of the Depositor that Services any of
      the Mortgage Loans and each Person who is not an affiliate of the Depositor,
      who
      Services 10% or more of the Mortgage Loans (measured by aggregate Stated
      Principal Balance of the Mortgage Loans, annually at the commencement of the
      calendar year prior to the year in which an Item 1123 Certificate is required
      to
      the delivered). For clarification purposes, the Master Servicer is an Additional
      Servicer.

     

    Advance:  With
      respect to any Distribution Date, any payment required to be made by the
      Servicer with respect to such Distribution Date pursuant to Section
      5.01.

     

    Adverse
      REMIC Event:  As defined in Section 2.07(f).

     

    Aggregate
      Loan Balance:  As of any date of determination, will be equal to
      the aggregate of the Stated Principal Balances of the Mortgage Loans, except
      as
      otherwise provided herein, as of the last day of the related Collection
      Period.

     

    Aggregate
      Loan Group Balance:  As to any Loan Group and as of any date of
      determination, will be equal to the aggregate of the Stated Principal Balances
      of the Mortgage Loans in that Loan Group, except as otherwise provided, as
      of
      the last day of the related Collection Period.

     

    Agreement:  Collectively,
      this Series Supplement and the Standard Terms, and all amendments or supplements
      hereto.

     

    Ancillary
      Income: All income derived from the Mortgage Loans, other than Servicing
      Fees and Trustee Fees, including but not limited to, late charges, fees received
      with respect to checks or bank drafts returned by the related bank for non
      sufficient funds, assumption fees, optional insurance administrative fees and
      all other incidental fees and charges.

     

    Applied
      Loss Amount:  As to any Distribution Date, an amount equal to the
      excess, if any of (i) the aggregate Class Principal Balance of the Certificates,
      after giving effect to all Realized Losses incurred with respect to Mortgage
      Loans during the Collection Period for such Distribution Date, payments of
      principal on such Distribution Date and any additions to the Class Principal
      Balance of the Certificates on such Distribution Date pursuant to Section
      4.03(b) over (ii) the Aggregate Loan Balance for such Distribution
      Date.

     

    Basis
      Risk Reserve Fund:  The separate Eligible Account created and
      initially maintained by the Trustee pursuant to Section 4.06 in the name of
      the
      Trustee for the benefit of the Certificateholders and designated “U.S. Bank
      National Association in trust for registered holders of Credit Suisse First
      Boston Mortgage Securities Corp., CSMC Asset-Backed Trust 2007-NC1 OSI, CSMC
      Asset-Backed Pass Through Certificates, Series 2007-NC1 OSI.”  The
      Basis Risk Reserve Fund shall not be part of any REMIC.  Funds in the
      Basis Risk Reserve Fund shall be held in trust for the Certificateholders for
      the uses and purposes set forth in this Agreement.

     

    Basis
      Risk Shortfall:  For any Class of LIBOR Certificates and any
      Distribution Date, the sum of (i) the excess, if any, of the related Current
      Interest calculated on the basis of the lesser of (x) the Certificate Index
      plus
      the applicable Certificate Margin and (y) the Maximum Interest Rate over the
      related Current Interest for the applicable Distribution Date; (ii) any Basis
      Risk Shortfall remaining unpaid from prior Distribution Dates; and (iii)
      interest accrued during the related Accrual Period on the amount in clause
      (ii)
      calculated at a per annum rate equal to the lesser of (x) the Certificate Index
      plus the applicable Certificate Margin and (y) the Maximum Interest
      Rate.

     

    Capitalization
      Reimbursement Amount:  For any Distribution Date and each Loan
      Group, the aggregate of the amounts added to the Stated Principal Balances
      of
      the Mortgage Loans in such Loan Group during the preceding calendar month
      representing reimbursements to the Servicer on or prior to such Distribution
      Date in connection with the modification of such Mortgage Loan pursuant to
      Section 3.06.

     

    Capitalized
      Interest Account:  Not Applicable.

     

    Capitalized
      Interest Deposit:  Not Applicable.

     

    Capitalized
      Interest Distribution:  Not Applicable.

     

    Capitalized
      Interest Release Amount:  Not Applicable.

     

    Capitalized
      Interest Requirement:  Not Applicable.

     

    Capitalized
      Interest Requirement Rate:  Not Applicable.

     

    Carryforward
      Interest:  For any Class of LIBOR Certificates and any
      Distribution Date, the sum of (1) the amount, if any, by which (x) the sum
      of (A) Current Interest for such Class for the immediately preceding
      Distribution Date and (B) any unpaid Carryforward Interest for such
      Class from previous Distribution Dates exceeds (y) the amount paid in
      respect of interest on such Class on such immediately preceding Distribution
      Date, and (2) interest on such amount for the related Accrual Period at the
      applicable Pass-Through Rate.

     

    Cash
      Remittance Date:  With respect to any Distribution Date, by 12:00
      noon (New York City time) on the the 23rd calendar day of the month in which
      such Distribution Date occurs, or if such 23rd calendar day is not a Business
      Day, the Business Day immediately preceding such 23rd calendar day.

     

    Certificate
      Balance: With respect to any Certificate at any date, the maximum dollar
      amount of principal to which the Holder thereof is then entitled hereunder,
      such
      amount being equal to the Denomination thereof minus the sum of (i) all
      distributions of principal previously made with respect thereto (including
      principal payments under the Policy) and (ii) all Realized Losses allocated
      thereto and, in the case of any Subordinate Certificates, all other reductions
      in Class Principal Balance previously allocated thereto pursuant to Section
      4.01.

     

    Certificate
      Margin:  As to each Class of LIBOR Certificates and the Class 1-A
      Interest, the applicable amount set forth below:

     

    
      	
              Class
                of LIBOR Certificates and Class 1-A Interest

            	
              
                Certificate

                Margin
                  (%)

              

            
	 	
              (1)

            	
              (2)

            
	
              1-A

            	
              0.750%

            	
              1.250%

            
	
              1-A-1

            	
              0.750%

            	
              1.250%

            
	
              1-A-2

            	
              0.750%

            	
              1.250%

            
	
              2-A-1

            	
              0.600%

            	
              1.100%

            
	
              2-A-2

            	
              0.900%

            	
              1.400%

            
	
              M-1

            	
              1.500%

            	
              2.000%

            
	
              M-20.460

            	
              1.750%

            	
              2.250%

            
	
              M-3

            	
              2.000%

            	
              2.500%

            
	
              M-4

            	
              2.500%

            	
              3.000%

            
	
              M-5

            	
              2.500%

            	
              3.000%

            
	
              M-6

            	
              2.500%

            	
              3.000%

            
	
              M-7

            	
              2.500%

            	
              3.000%

            
	
              M-8

            	
              2.500%

            	
              3.000%

            
	
              M-9

            	
              2.500%

            	
              3.000%

            
	
              R

            	
              0.750%

            	
              (3)

            


    

    _____________________

    
      	
              (1)

            	
              Prior
                to and on the first Optional Termination
                Date.

            


    

    
      	
              (2)

            	
              After
                the first Optional Termination
                Date.

            


    

    
      	
              (3)

            	
              It
                is expected that the Class Principal Balance of the Class R Certificates
                will be reduced to zero prior to the Optional Termination
                Date.

            


    

     

    Class:  All
      Certificates bearing the same class designation as set forth in the Preliminary
      Statement.

     

    Class
      1-A Pass-Through Rate: With respect to any Interest Accrual Period, will be
      a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
      Certificate Margin and (ii) the Group 1 Senior Net Funds Cap.

     

    Class
      1-A-1 Pass-Through Rate: With respect to any Interest Accrual Period, will
      be a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
      Certificate Margin and (ii) the Group 1 Senior Net Funds Cap.

     

    Class
      1-A-2 Pass-Through Rate: With respect to any Interest Accrual Period, will
      be a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
      Certificate Margin and (ii) the Group 1 Senior Net Funds Cap.

     

    Class
      2-A-1 Pass-Through Rate: With respect to any Interest Accrual Period, will
      be a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
      Certificate Margin and (ii) the Group 2 Senior Net Funds Cap.

     

    Class
      2-A-2 Pass-Through Rate: With respect to any Interest Accrual Period, will
      be a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
      Certificate Margin and (ii) the Group 2 Senior Net Funds Cap.

     

    Class M
      Certificates:  The Class M-1, Class M-2, Class M-3,
      Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and
      Class M-9 Certificates.

     

    Class
      M-1 Pass-Through Rate: With respect to any Interest Accrual Period, will be
      a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
      Certificate Margin and (ii) the Subordinate Net Funds Cap.

     

    Class
      M-2 Pass-Through Rate: With respect to any Interest Accrual Period, will be
      a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
      Certificate Margin and (ii) the Subordinate Net Funds Cap.

     

    Class
      M-3 Pass-Through Rate: With respect to any Interest Accrual Period, will be
      a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
      Certificate Margin and (ii) the Subordinate Net Funds Cap.

     

    Class
      M-4 Pass-Through Rate: With respect to any Interest Accrual Period, will be
      a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
      Certificate Margin and (ii) the Subordinate Net Funds Cap.

     

    Class
      M-5 Pass-Through Rate: With respect to any Interest Accrual Period, will be
      a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
      Certificate Margin and (ii) the Subordinate Net Funds Cap.

     

    Class
      M-6 Pass-Through Rate: With respect to any Interest Accrual Period, will be
      a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
      Certificate Margin and (ii) the Subordinate Net Funds Cap.

     

    Class
      M-7 Pass-Through Rate: With respect to any Interest Accrual Period, will be
      a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
      Certificate Margin and (ii) the Subordinate Net Funds Cap.

     

    Class
      M-8 Pass-Through Rate: With respect to any Interest Accrual Period, will be
      a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
      Certificate Margin and (ii) the Subordinate Net Funds Cap.

     

    Class
      M-9 Pass-Through Rate: With respect to any Interest Accrual Period, will be
      a per annum rate equal to the lesser of (i) the sum of LIBOR plus the related
      Certificate Margin and (ii) the Subordinate Net Funds Cap.

     

    Class
      Notional Amount:  The Class X Notional Amount.

     

    Class
      R-I Interest:  The sole class of residual interests in REMIC
      I.

     

    Class
      R-II Interest:  The sole class of residual interests in REMIC
      II.

     

    Class
      R-III Interest:  The sole class of residual interests in REMIC
      III.

     

    Class
      R-IV Interest:  The sole class of residual interests in REMIC
      IV.

     

    Class X
      Distributable Amount:  With respect to any Distribution Date and
      the Class X Certificates, to the extent of any Monthly Excess Cashflow
      remaining on such Distribution Date after the distribution of amounts pursuant
      to Section 4.01(e)(i)-(xii), the sum of (a) the amount of interest
      accrued during the related Accrual Period on the Class X Certificates (as
      described in the Preliminary Statement) and (b) the Overcollateralization
      Release Amount, if any, for such Distribution Date.

     

    Class X
      Notional Amount:  With respect to the Class X Certificates and any
      Distribution Date, the aggregate Uncertificated Balance of the REMIC II Regular
      Interests (other than REMIC II Regular Interest LTP, REMIC II Regular Interest
      LTP and REMIC II Regular Interest LT-IO) for such Distribution
      Date.

     

    Closing
      Date:  August 31, 2007.

     

    Corporate
      Trust Office:  The designated office of the Trustee at which at
      any particular time its corporate trust business with respect to this Agreement
      shall be administered, which office at the date of the execution of this
      Agreement is located at 60 Livingston Avenue, St. Paul, Minnesota 55107,
      Attention: Corporate Trust—Structured Finance, CSMC 2007-NC1 OSI.

     

    Corresponding
      Certificate: With respect to each REMIC II Regular Interest, the Class of
      Regular Certificates listed below:

     

    
      	
              
                REMIC
                  II Regular Interest

              

            	
              
                Class

              

            
	
              LT-1A

            	
              Class
                1-A Interest

            
	
              LT-2A1

            	
              Class
                2-A-1

            
	
              LT-2A2

            	
              Class
                2-A-2

            
	
              LT-M-1

            	
              Class
                M-1

            
	
              LT-M-2

            	
              Class
                M-2

            
	
              LT-M-3

            	
              Class
                M-3

            
	
              LT-M-4

            	
              Class
                M-4

            
	
              LT-M-5

            	
              Class
                M-5

            
	
              LT-M-6

            	
              Class
                M-6

            
	
              LT-M-7

            	
              Class
                M-7

            
	
              LT-M-8

            	
              Class
                M-8

            
	
              LT-M-9

            	
              Class
                M-9

            
	
              LT-P

            	
              Class
                P

            
	
              LT-R

            	
              Class
                R

            


    

     

    With
      respect to the REMIC III Regular Interest Class 1-A Interest, the aggregate
      of
      the Class 1-A-1 Certificates and the Class 1-A-2 Certificates.

     

    Credit
      Support Annex:  The credit support annex, dated as of August 31,
      2007, between the Supplemental Interest Trust Trustee, on behalf of the
      Supplemental Interest Trust, and the Swap Counterparty, which is annexed to
      and
      forms part of the Swap Agreement.

     

    Current
      Interest: For any Class of LIBOR Certificates and Distribution Date, the
      amount of interest accruing at the applicable Pass-Through Rate on the related
      Class Principal Balance of such Class during the related Accrual Period;
provided, that as to each Class of LIBOR Certificates, Current Interest
      shall be reduced by a pro rata portion of any Interest Shortfalls to the extent
      not covered by Monthly Excess Interest.

     

    Custodial
      Agreement:  As defined in the Standard Terms.  As of the
      date hereof, the Custodial Agreement under this Agreement will be the Deutsche
      Bank Custodial Agreement.

     

    Custodian:  As
      defined in the Standard Terms.  Initially, Deutsche Bank shall serve
      as Custodian for all of the Mortgage Loans.

     

    Cut-off
      Date:  August 1, 2007.

     

    Deferred
      Amount:  For any Class of Subordinate Certificates (other than the
      Class X Certificates) and Distribution Date, will equal the amount by which
      (x)
      the aggregate of the Applied Loss Amounts previously applied in reduction of
      the
      Class Principal Balance thereof exceeds (y) the sum of (i) the aggregate of
      amounts previously paid in reimbursement thereof and (ii) any additions to
      the
      Class Principal Balance pursuant to Section 4.03(b) on such Distribution Date
      or
      any previous Distribution Date.  Any payment of Deferred Amount
      pursuant to Section 4.01(e) shall not result in a reduction to the Class
      Principal Balance of the Class of Certificate to which it is
      distributed.

     

    Delinquency
      Rate:  With respect to any month, the fraction, expressed as a
      percentage, (a) the numerator of which is equal to the aggregate outstanding
      Stated Principal Balance of all Mortgage Loans which (i) are 60 or more days
      Delinquent (including all foreclosures, bankruptcies and REO Properties) and
      (ii) are Modified Mortgage Loans which have been modified within 12 months
      of
      such month (without duplication of clause (i) above), in each case as of the
      close of business on the last day of such month and after giving effect to
      any
      modification to the Stated Principal Balance of any Mortgage Loan, and (b)
      the
      denominator of which is the Aggregate Loan Group Balance as of the close of
      business on the last day of such month, in each case after giving effect to
      any
      modification to the Stated Principal Balance of any Mortgage Loan.

     

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

     

    Depository
      Agreement:  The Letter of Representation dated as of the Closing
      Date by and among DTC, the Depositor and the Trustee.

     

    Determination
      Date:  With respect to each Distribution Date, the 18th day of the
      calendar month in which such Distribution Date occurs or, if such 18th day
      is
      not a Business Day, the Business Day immediately preceding such Business
      Day.

     

    Deutsche
      Bank :  Deutsche Bank National Trust Company.

     

    Deutsche
      Bank Custodial Agreement:  That certain Custodial Agreement dated
      as of August 1, 2007 between Deutsche Bank and the Trustee.

     

    Economic
      Residual Floater Certificate:  As set forth in the Preliminary
      Statement.

     

    ERISA
      Restricted Certificate:  As set forth in the Preliminary
      Statement.

     

    Estimated
      Swap Termination Payment: With respect to an Optional Termination Date, an
      amount determined by the Swap Counterparty in good faith and in a commercially
      reasonable manner as the maximum payment that could be owed by the Supplemental
      Interest Trust to the Swap Counterparty in respect of such Optional Termination
      Date pursuant to Section 6(e) of the ISDA Master Agreement, taking into account
      then current market conditions.

     

    Exchangeable
      Certificates:  Not applicable.

     

    Expense
      Fee Rate:  As to each Mortgage Loan, the sum of the Servicing Fee
      Rate, the Trustee Fee Rate and the rate at which the premium on a Lender Paid
      Mortgage Guaranty Insurance Policy is calculated, if applicable.

     

    Expense
      Fees:  As to each Mortgage Loan and Distribution Date, the sum of
      the Servicing Fee, the Trustee Fee and any premium on any Lender Paid Mortgage
      Guaranty Insurance Policy, if applicable.

     

    Fitch:  Fitch
      Ratings, or any successor thereto.

     

    Group:  When
      used with respect to the Mortgage Loans, any of Loan Group 1 or Loan
      Group 2, or with respect to the Certificates, the Class or Classes of
      Certificates that relate to the corresponding Group or Groups.

     

    Group
      1 Allocation Amount:  For any Distribution Date, the product of
      the Senior Principal Payment Amount for that Distribution Date and a fraction
      the numerator of which is the Principal Remittance Amount derived for Loan
      Group
      1 and the denominator of which is the Principal Remittance Amount, in each
      case
      for that Distribution Date.  For purposes of the definition, the
      Principal Remittance Amount will be calculated net of subclause (6) in the
      definition thereof.

     

    Group 1
      Certificates:  As set forth in the Preliminary
      Statement.

     

    Group
      1 Excess Interest Amount:  For any Distribution Date, the product
      of the amount of Monthly Excess Interest required to be distributed on that
      Distribution Date pursuant to Section 4.01(e)(i)(A) and a fraction the numerator
      of which is the Principal Remittance Amount derived from Loan Group 1 and the
      denominator of which is the Principal Remittance Amount, in each case for that
      Distribution Date.  For purposes of this definition, the Principal
      Remittance Amount will be calculated net of subclause (6) in the definition
      thereof.

     

    Group
      1 Senior Net Funds Cap:  For any Distribution Date and the Class
      1-A-1 Certificates and Class 1-A-2 Certificates, will be a per annum rate equal
      to (1) (a) a fraction, expressed as a percentage, the numerator of which is
      the
      product of (x) the Optimal Interest Remittance Amount for Loan Group 1 and
      such
      date and (y) 12, and the denominator of which is the Aggregate Loan Group
      Balance of Loan Group 1 for the immediately preceding Distribution Date less
      (b)
      a fraction, expressed as a percentage, the numerator of which is the product
      of
      (x) the Net Swap Payment, if any, for such Distribution Date and the Swap
      Termination Payments made pursuant to Sections 4.01(a)(iii), 4.01(c)(i) or
      4.01(d)(i) on such Distribution Date and (y) 12 and the denominator of which
      is
      the Aggregate Loan Balance for the immediately preceding Distribution Date
      multiplied by (2) a fraction, the numerator of which is 30 and the denominator
      of which is the actual number of days in the immediately preceding Accrual
      Period. For federal income tax purposes, the equivalent of the foregoing shall
      be expressed as the weighted average of the Uncertificated REMIC II Pass-Through
      Rate on REMIC II Regular Interest LT-1GRP, weighted on the basis of the
      Uncertificated Principal Balance of such REMIC II Regular Interest.

     

    Group
      2 Allocation Amount:  For any Distribution Date, the product of
      the Senior Principal Payment Amount for that Distribution Date and a fraction
      the numerator of which is the Principal Remittance Amount derived from Loan
      Group 2 and the denominator of which is the Principal Remittance Amount, in
      each
      case for that Distribution Date.  For purposes of this definition, the
      Principal Remittance Amount will be calculated net of subclause (6) in the
      definition thereof.

     

    Group 2
      Certificates:  As set forth in the Preliminary
      Statement.

     

    Group
      2 Senior Net Funds Cap:  For any Distribution Date and the Class
      2-A-1, Class 2-A-2 and Class R Certificates will be a per annum rate equal
      to
      (1) (a) a fraction, expressed as a percentage, the numerator of which is the
      product of (x) the Optimal Interest Remittance Amount for Loan Group 2 and
      such
      date and (y) 12, and the denominator of which is the Aggregate Loan Group
      Balance of Loan Group 2 for the immediately preceding Distribution Date, less
      (b) a fraction, expressed as a percentage, the numerator of which is the product
      of (x) the Net Swap Payment, if any, for such Distribution Date and the Swap
      Termination Payments made pursuant to Sections 4.01(a)(iii), 4.01(c)(i) or
      4.01(d)(i) on such Distribution Date and (y) 12 and the denominator of which
      is
      the Aggregate Loan Balance for the immediately preceding Distribution Date
      multiplied by (2) a fraction, the numerator of which is 30 and the denominator
      of which is the actual number of days in the immediately preceding Accrual
      Period. For federal income tax purposes, the equivalent of the foregoing shall
      be expressed as the weighted average of the Uncertificated REMIC II Pass-Through
      Rate on REMIC II Regular Interest LT-2GRP, weighted on the basis of the
      Uncertificated Principal Balance of such REMIC II Regular Interest.

     

    Initial
      Class Principal Balance:  As set forth in the Preliminary
      Statement.

     

    Interest
      Remittance Amount:  For any Distribution Date and Loan Group, an
      amount equal to the sum of (1) all interest collected (other than related
      Payaheads, if applicable) or advanced in respect of Scheduled Payments on the
      Mortgage Loans in such Loan Group during the related Collection Period, the
      interest portion of Payaheads previously received and intended for application
      in the related Collection Period and the interest portion of all prepayments
      received on the Mortgage Loans in such Loan Group during the related Prepayment
      Period (other than interest on Principal Prepayments that occur during the
      portion of the Prepayment Period that is in the same calendar month as the
      related Distribution Date), less (x) the Servicing Fee and any lender paid
      Primary Insurance Policy premiums with respect to such Mortgage Loans and (y)
      unreimbursed Advances and other amounts due to the Servicer or the Trustee
      with
      respect to such Mortgage Loans, to the extent allocable to interest, (2) all
      Compensating Interest Payments paid by the Servicer with respect to the related
      Mortgage Loans with respect to such Distribution Date, (3) the portion of any
      Substitution Adjustment Amount or Repurchase Price paid with respect to such
      Mortgage Loans during the related Prepayment Period allocable to interest and
      (4) all Net Liquidation Proceeds, and any Insurance Proceeds and other
      recoveries (net of unreimbursed Advances, Servicing Advances and expenses,
      to
      the extent allocable to interest, and unpaid Servicing Fees) collected with
      respect to such Mortgage Loans during the prior calendar month, to the extent
      allocable to interest.

     

    Interest
      Shortfall:  For any Distribution Date, an amount equal to the
      aggregate shortfall, if any, in collections of interest (adjusted to the related
      Net Mortgage Rate) on Mortgage Loans resulting from (a) Prepayment Interest
      Shortfalls to the extent not covered by a Compensating Interest Payment and
      (b)
      interest payments on certain of the Mortgage Loans being limited pursuant to
      the
      provisions of the Relief Act.

     

    Interim
      Servicing Period: The period from the Cut-off Date to the Servicing Transfer
      Date.

     

    LIBOR
      Certificates:  As set forth in the Preliminary
      Statement.

     

    Liquidated
      Mortgage Loan:  With respect to any Distribution Date, a defaulted
      Mortgage Loan (including any REO Property) which was liquidated (or in the
      case
      of a second lien Mortgage Loan, charged-off by the Servicer in accordance with
      Accepted Servicing Practices) in the calendar month preceding the month of
      such
      Distribution Date and as to which the Servicer has determined (in accordance
      with this Agreement) that it has received all amounts it expects to receive
      in
      connection with the liquidation of such Mortgage Loan, including the final
      disposition of the related REO Property (exclusive of any possibility of a
      deficiency judgment).  Any second lien Mortgage Loan that is charged
      off pursuant to Section 3.11(d) will be treated as a Liquidated Mortgage Loan
      at
      the time it is charged off.

     

    Loan
      Group:  Any of Loan Group 1 or Loan Group 2, as
      applicable.  Loan Group 1 will constitute one sub-trust and Loan
      Group 2 will constitute another sub-trust.

     

    Loan
      Group 1:  All Mortgage Loans identified as Loan Group 1
      Mortgage Loans on the Mortgage Loan Schedule.

     

    Loan
      Group 2:  All Mortgage Loans identified as Loan Group 2
      Mortgage Loans on the Mortgage Loan Schedule.

     

    M-1
      Principal Payment Amount:  For any Distribution Date on or after
      the Stepdown Date and as long as a Trigger Event has not occurred with respect
      to such Distribution Date, will be the amount, if any, by which (x) the sum
      of
      (i) the aggregate Class Principal Balance of the Senior Certificates after
      giving effect to payments on such Distribution Date and (ii) the Class Principal
      Balance of the Class M-1 Certificates immediately prior to such Distribution
      Date exceeds (y) the lesser of (A) the product of (i) 54.60% and (ii) the
      Aggregate Loan Balance for such Distribution Date and (B) the amount, if any,
      by
      which (i) the Aggregate Loan Balance for such Distribution Date exceeds (ii)
      0.50% of the Aggregate Loan Balance as of the Cut-off Date.

     

    M-2
      Principal Payment Amount:  For any Distribution Date on or after
      the Stepdown Date and as long as a Trigger Event has not occurred with respect
      to such Distribution Date, will be the amount, if any, by which (x) the sum
      of
      (i) the aggregate Class Principal Balances of the Senior Certificates and the
      Class Principal Balance of the Class M-1 Certificates, in each case, after
      giving effect to payments on such Distribution Date and (ii) the Class Principal
      Balance of the Class M-2 Certificates immediately prior to such Distribution
      Date exceeds (y) the lesser of (A) the product of (i) 59.40% and (ii) the
      Aggregate Loan Balance for such Distribution Date and (B) the amount, if any,
      by
      which (i) the Aggregate Loan Balance for such Distribution Date exceeds (ii)
      0.50% of the Aggregate Loan Balance as of the Cut-off Date.

     

    M-3
      Principal Payment Amount:  For any Distribution Date on or after
      the Stepdown Date and as long as a Trigger Event has not occurred with respect
      to such Distribution Date, will be the amount, if any, by which (x) the sum
      of
      (i) the aggregate Class Principal Balances of the Senior Certificates and the
      Class Principal Balance of the Class M-1 Certificates and the Class M-2
      Certificates, in each case, after giving effect to payments on such Distribution
      Date and (ii) the Class Principal Balance of the Class M-3 Certificates
      immediately prior to such Distribution Date exceeds (y) the lesser of (A) the
      product of (i) 66.90% and (ii) the Aggregate Loan Balance for such Distribution
      Date and (B) the amount, if any, by which (i) the Aggregate Loan Balance for
      such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Balance as
      of
      the Cut-off Date.

     

    M-4
      Principal Payment Amount:  For any Distribution Date on or after
      the Stepdown Date and as long as a Trigger Event has not occurred with respect
      to such Distribution Date, will be the amount, if any, by which (x) the sum
      of
      (i) the aggregate Class Principal Balances of the Senior Certificates and the
      Class Principal Balance of the Class M-1, Class M-2 and Class M-3 Certificates,
      in each case, after giving effect to payments on such Distribution Date and
      (ii)
      the Class Principal Balance of the Class M-4 Certificates immediately prior
      to
      such Distribution Date exceeds (y) the lesser of (A) the product of (i) 69.90%
      and (ii) the Aggregate Loan Balance for such Distribution Date and (B) the
      amount, if any, by which (i) the Aggregate Loan Balance for such Distribution
      Date exceeds (ii) 0.50% of the Aggregate Loan Balance as of the Cut-off
      Date.

     

    M-5
      Principal Payment Amount:  For any Distribution Date on or after
      the Stepdown Date and as long as a Trigger Event has not occurred with respect
      to such Distribution Date, will be the amount, if any, by which (x) the sum
      of
      (i) the aggregate Class Principal Balances of the Senior Certificates and the
      Class Principal Balance of the Class M-1, Class M-2, Class M-3 and Class M-4
      Certificates, in each case, after giving effect to payments on such Distribution
      Date and (ii) the Class Principal Balance of the Class M-5 Certificates
      immediately prior to such Distribution Date exceeds (y) the lesser of (A) the
      product of (i) 72.80% and (ii) the Aggregate Loan Balance for such Distribution
      Date and (B) the amount, if any, by which (i) the Aggregate Loan Balance for
      such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Balance as
      of
      the Cut-off Date.

     

    M-6
      Principal Payment Amount:  For any Distribution Date on or after
      the Stepdown Date and as long as a Trigger Event has not occurred with respect
      to such Distribution Date, will be the amount, if any, by which (x) the sum
      of
      (i) the aggregate Class Principal Balances of the Senior Certificates and the
      Class Principal Balance of the Class M-1, Class M-2, Class M-3, Class M-4 and
      Class M-5 Certificates, in each case, after giving effect to payments on such
      Distribution Date and (ii) the Class Principal Balance of the Class M-6
      Certificates immediately prior to such Distribution Date exceeds (y) the lesser
      of (A) the product of (i) 75.20% and (ii) the Aggregate Loan Balance for such
      Distribution Date and (B) the amount, if any, by which (i) the Aggregate Loan
      Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan
      Balance as of the Cut-off Date.

     

    M-7
      Principal Payment Amount:  For any Distribution Date on or after
      the Stepdown Date and as long as a Trigger Event has not occurred with respect
      to such Distribution Date, will be the amount, if any, by which (x) the sum
      of
      (i) the aggregate Class Principal Balances of the Senior Certificates and the
      Class Principal Balance of the Class M-1, Class M-2, Class M-3, Class M-4,
      Class
      M-5 and Class M-6 Certificates, in each case, after giving effect to payments
      on
      such Distribution Date and (ii) the Class Principal Balance of the Class M-7
      Certificates immediately prior to such Distribution Date exceeds (y) the lesser
      of (A) the product of (i) 77.20% and (ii) the Aggregate Loan Balance for such
      Distribution Date and (B) the amount, if any, by which (i) the Aggregate Loan
      Balance for such Distribution Date exceeds (ii) 0.50% of the Aggregate Loan
      Balance as of the Cut-off Date.

     

    M-8
      Principal Payment Amount:  For any Distribution Date on or after
      the Stepdown Date and as long as a Trigger Event has not occurred with respect
      to such Distribution Date, will be the amount, if any, by which (x) the sum
      of
      (i) the aggregate Class Principal Balances of the Senior Certificates and the
      Class Principal Balance of the Class M-1, Class M-2, Class M-3, Class M-4,
      Class
      M-5, Class M-6 and Class M-7 Certificates, in each case, after giving effect
      to
      payments on such Distribution Date and (ii) the Class Principal Balance of
      the
      Class M-8 Certificates immediately prior to such Distribution Date exceeds
      (y)
      the lesser of (A) the product of (i) 78.80% and (ii) the Aggregate Loan Balance
      for such Distribution Date and (B) the amount, if any, by which (i) the
      Aggregate Loan Balance for such Distribution Date exceeds (ii) 0.50% of the
      Aggregate Loan Balance as of the Cut-off Date.

     

    M-9
      Principal Payment Amount:  For any Distribution Date on or after
      the Stepdown Date and as long as a Trigger Event has not occurred with respect
      to such Distribution Date, will be the amount, if any, by which (x) the sum
      of
      (i) the aggregate Class Principal Balances of the Senior Certificates and the
      Class Principal Balance of the Class M-1, Class M-2, Class M-3, Class M-4,
      Class
      M-5, Class M-6, Class M-7 and Class M-8 Certificates in each case, after giving
      effect to payments on such Distribution Date and (ii) the Class Principal
      Balance of the Class M-9 Certificates immediately prior to such Distribution
      Date exceeds (y) the lesser of (A) the product of (i) 82.40% and (ii) the
      Aggregate Loan Balance for such Distribution Date and (B) the amount, if any,
      by
      which (i) the Aggregate Loan Balance for such Distribution Date exceeds (ii)
      0.50% of the Aggregate Loan Balance as of the Cut-off Date.

     

    Marker
      Rate:  With respect to the Class X Certificates and any
      Distribution Date, a per annum rate equal to two (2) times the weighted average
      of the Uncertificated REMIC II Pass-Through Rates for REMIC II Regular Interests
      LT-1A, LT-2A1, LT-2A2, LT-M-1, LT-M-2, LT-M-3, LT-M-4, LT-M-5, LT-M-6, LT-M-7,
      LT-M-8, LT-M-9,  and LT-ZZ, with the rates on such REMIC II Regular
      Interests (other than REMIC II Regular Interest LT-ZZ), subject to a cap, for
      the purpose of this calculation, equal to the lesser of (A) LIBOR plus the
      Certificate Margin for the Corresponding Certificate and (B) the related Net
      Funds Cap for the related Corresponding Certificate for the purpose of this
      calculation for such Distribution Date, and with the rate on the REMIC II
      Regular Interest LT-ZZ subject to a cap, for the purpose of this calculation,
      equal to zero; provided, however, that for this purpose, the calculation of
      the
      Uncertificated REMIC II Pass-Through Rate and the related cap with respect
      to
      each such REMIC II Regular Interest shall be multiplied by a fraction, the
      numerator of which is the actual number of days in the Interest Accrual Period
      and the denominator of which is thirty (30).

     

    Maturity
      Date:  The Distribution Date occurring in
      September 2037.

     

    Maximum
      CLTV: The combined loan-to-value ratio of a junior lien Mortgage Loan
      computed such that (i) the numerator is equal to the sum of the loan balances
      of
      the Mortgage Loan and all mortgage loans on the mortgaged property senior to
      such Mortgage Loan as of the Closing Date, and (ii) the denominator is equal
      to
      the value of the mortgaged property on the Closing Date.  For purposes
      of computing the numerator, if a mortgage loan has a negative amortization
      feature, then the loan balance shall be equal to the loan balance as of the
      Closing Date after giving effect to the maximum amount of negative amortization
      permitted under such feature.

     

    Maximum
      Interest Rate:  For the Class 1-A-1, Class 1-A-2, Class 2-A-1,
      Class 2-A-2 and Class R Certificates and any Distribution Date, an annual rate
      equal to (a) the weighted average of (i) the weighted average Maximum Mortgage
      Rates minus the weighted average Expense Fee Rate of the adjustable-rate
      Mortgage Loans in the related Loan Group and (ii) the weighted average Net
      Mortgage Rates of the fixed-rate Mortgage Loans in the related Loan Group,
      multiplied by (b) a fraction, the numerator of which is 30 and the denominator
      of which is the actual number of days in the immediately preceding Accrual
      Period.  For the Class M-1, Class M-2, Class M-3, Class M-4, Class
      M-5, Class M-6, Class M-7, Class M-8 and Class M-9 Certificates and any
      Distribution Date, an annual rate equal to (a) the weighted average of (x)
      the
      weighted average Maximum Mortgage Rates minus the weighted average Expense
      Fee
      Rate of the adjustable-rate Mortgage Loans in both Loan Groups and the (y)
      weighted average Net Mortgage Rates of the fixed-rate Mortgage Loans in both
      Loan Groups, multiplied by (b) a fraction, the numerator of which is 30 and
      the
      denominator of which is the actual number of days in the immediately preceding
      Accrual Period.  All weighted averages calculated hereunder shall be
      based on Stated Principal Balance of the applicable Mortgage Loans as of the
      first day of the related Collection Period.

     

    Monthly
      Excess Cashflow:  For any Distribution Date, an amount equal to
      the sum of the Monthly Excess Interest and Overcollateralization Release Amount,
      if any, for such date.

     

    Monthly
      Excess Interest: As to any Distribution Date, the Interest Remittance Amount
      remaining after the application of payments pursuant to clauses (i) through
      (xiii) of Section 4.01(a) and the Principal Payment Amount remaining after
      the
      application of payments pursuant to clauses (i) through (xi) of Section 4.01(c)
      or clauses (i) through (xi) of Section 4.01(d), as applicable.

     

    Most
      Senior Enhancement Percentage: For any Distribution Date and any Class of
      Certificates, the fraction, expressed as a percentage, the numerator of which
      is
      the sum of the aggregate Class Principal Balances of the Certificates which
      are
      lower in payment priority than such Class of Certificates and the
      Overcollateralization Amount (which, for purposes of this definition only,
      shall
      not be less than zero), in each case prior to giving effect to payments on
      such
      Distribution Date and the denominator of which is the Aggregate Loan Balance
      as
      of the first day of the related Collection Period.

     

    Net
      Cumulative Realized Loss Amount:  For any Distribution Date, an
      amount equal to the cumulative Realized Losses incurred on the Mortgage Loans
      from the Cut-off Date through the end of the calendar month preceding such
      Distribution Date, less the amount of payments made to the Principal Remittance
      Amount from the Swap Agreement pursuant to Section 4.01(d) on all prior
      Distribution Dates.

     

    Net
      Funds Cap:  Any of the Group 1 Senior Net Funds Cap, the Group 2
      Senior Net Funds Cap or the Subordinate Net Funds Cap, as
      applicable.

     

    Net
      Swap Payment:  A net payment (a) by the Supplemental Interest
      Trust Trustee, on behalf of the Supplemental Interest Trust, to the Swap
      Counterparty, to the extent that the Supplemental Trust Payment exceeds the
      Swap
      Counterparty Payment for such Swap Payment Date, or (b) by the Swap
      Counterparty to the Supplemental Interest Trust Trustee, on behalf of the
      Supplemental Interest Trust, to the extent that the Swap Counterparty Payment
      payable to the Supplemental Interest Trust exceeds the Supplemental Trust
      Payment for such Swap Payment Date.

     

    Notional
      Amount Certificates:  As set forth in the Preliminary
      Statement.

     

    Ocwen:  Ocwen
      Loan Servicing, LLC and its successors and assigns.

     

    Offered
      Certificates:  As set forth in the Preliminary
      Statement.

     

    Optimal
      Interest Remittance Amount:  For any Distribution Date and Loan
      Group, will be equal to the excess of (i) the product of (1) (x) the weighted
      average Net Mortgage Rate of the Mortgage Loans in such Loan Group as of the
      first day of the related Collection Period divided by (y) 12 and (2) the
      applicable Aggregate Loan Group Balance for the immediately preceding
      Distribution Date, over (ii) any expenses that reduce the Interest Remittance
      Amount for that Loan Group which did not arise as a result of a default or
      delinquency of the related Mortgage Loans or were not taken into account in
      computing the Expense Fee Rate.

     

    Overcollateralization
      Amount:  For any Distribution Date, an amount equal to the amount,
      if any, by which (x) the applicable Aggregate Loan Balance for such Distribution
      Date exceeds (y) the aggregate Class Principal Balance of the Offered
      Certificates and Class P Certificates after giving effect to payments on such
      Distribution Date.

     

    Overcollateralization
      Deficiency:  For any Distribution Date will be equal to the
      amount, if any, by which (x) the Targeted Overcollateralization Amount for
      such
      Distribution Date exceeds (y) the Overcollateralization Amount for such
      Distribution Date, calculated for this purpose after giving effect to the
      reduction on such Distribution Date of the aggregate Class Principal Balance
      of
      the Certificates resulting from the payment of the Principal Payment Amount
      on
      such Distribution Date, but prior to allocation of any Applied Loss Amount
      on
      such Distribution Date.

     

    Overcollateralization
      Release Amount:  For any Distribution Date, an amount equal to the
      lesser of (x) the related Principal Remittance Amount for such Distribution
      Date
      and (y) the amount, if any, by which (1) the Overcollateralization Amount for
      such date, calculated for this purpose on the basis of the assumption that
      100%
      of the aggregate Principal Remittance Amount for such date is applied on such
      date in reduction of the aggregate of the Class Principal Balances of the
      Certificates, exceeds (2) the Targeted Overcollateralization Amount for such
      date.

     

    Pass-Through
      Rate:  With respect to the Class 1-A-1, Class 1-A-2, Class 2-A-1,
      Class 2-A-2, Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6,
      Class M-7, Class M-8 and Class M-9 Certificates, the Class 1-A-1 Pass-Through
      Rate, Class 1-A-2 Pass-Through Rate, Class 2-A-1 Pass-Through Rate, Class 2-A-2
      Pass-Through Rate, Class M-1 Pass-Through Rate, Class M-2 Pass-Through Rate,
      Class M-3 Pass-Through Rate, Class M-4 Pass-Through Rate, Class M-5 Pass-Through
      Rate, Class M-6 Pass-Through Rate, Class M-7 Pass-Through Rate, Class M-8
      Pass-Through Rate and Class M-9 Pass-Through Rate.

     

    With
      respect to the Class 1-A Interest, the Class 1-A Pass-Through Rate.

     

    With
      respect to the Class X Certificates and any Distribution Date, a per annum
      rate
      equal to the percentage equivalent of a fraction, the numerator of which is
      the
      sum of the amounts calculated pursuant to clauses (A) through (M) below, and
      the
      denominator of which is the aggregate of the Uncertificated Balances of REMIC
      II
      Regular Interest LT-AA, REMIC II Regular Interest LT-1A, REMIC II Regular
      Interest LT-2A1, REMIC II Regular Interest LT-2A2, REMIC II Regular Interest
      LT-M-1, REMIC II Regular Interest LT-M-2, REMIC II Regular Interest LT-M-3,
      REMIC II Regular Interest LT-M-4, REMIC II Regular Interest LT-M-5, REMIC II
      Regular Interest LT-M-6, REMIC II Regular Interest LT-M-7, REMIC II Regular
      Interest LT-M-8, REMIC II Regular Interest LT-M-9 and REMIC II Regular Interest
      LT-ZZ. For purposes of calculating the Pass-Through Rate for the Class X
      Certificates, the numerator is equal to the sum of the following
      components:

     

    (A)           the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-AA
      minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
      of REMIC II Regular Interest LT-AA;

     

    (B)           the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-1A
      minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
      of REMIC II Regular Interest LT-1A;

     

    (C)           the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-2A2
      minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
      of REMIC II Regular Interest LT-2A2;

     

    (D)           the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M-1
      minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
      of REMIC II Regular Interest LT-M-1;

     

    (E)           the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M-2
      minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
      of REMIC II Regular Interest LT-M-2;

     

    (F)           the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M-3
      minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
      of REMIC II Regular Interest LT-M-3;

     

    (G)           the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M-4
      minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
      of REMIC II Regular Interest LT-M-4;

     

    (H)           the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M-5
      minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
      of REMIC II Regular Interest LT-M-5;

     

    (I)           the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M-6
      minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
      of REMIC II Regular Interest LT-M-6;

     

    (J)           the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M-7
      minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
      of REMIC II Regular Interest LT-M-7;

     

    (K)           the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M-8
      minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
      of REMIC II Regular Interest LT-M-8; and

     

    (L)           the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-M-9
      minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
      of REMIC II Regular Interest LT-M-9;

     

    (M)           the
      Uncertificated REMIC II Pass-Through Rate for REMIC II Regular Interest LT-ZZ
      minus the Marker Rate, applied to an amount equal to the Uncertificated Balance
      of REMIC II Regular Interest LT-ZZ.

     

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

     

    Payahead:  Any
      Scheduled Payment intended by the related Mortgagor to be applied in a
      Collection Period subsequent to the Collection Period in which such payment
      was
      received.

     

    Permitted
      Transferee: Any person other than (i) the United States, any State or
      political subdivision thereof, or any agency or instrumentality of any of the
      foregoing, (ii) a foreign government, International Organization or any agency
      or instrumentality of either of the foregoing, (iii) an organization (except
      certain farmers’ cooperatives described in section 521 of the Code) which is
      exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
      by
      section 511 of the Code on unrelated business taxable income) on any excess
      inclusions (as defined in section 860E(c)(1) of the Code) with respect to any
      Residual Certificate, (iv) rural electric and telephone cooperatives described
      in section 1381(a)(2)(C) of the Code, (v) a Person that is not a United States
      Person, and (vi) a Person designated as a non-Permitted Transferee by the
      Depositor based upon an Opinion of Counsel that the Transfer of an Ownership
      Interest in a Residual Certificate to such Person may cause any REMIC created
      hereunder to fail to qualify as a REMIC at any time that the Certificates are
      outstanding. The terms “United States,” “State” and “International Organization”
shall have the meanings set forth in section 7701 of the Code or successor
      provisions. A corporation will not be treated as an instrumentality of the
      United States or of any State or political subdivision thereof for these
      purposes if all of its activities are subject to tax and, with the exception
      of
      Freddie Mac, a majority of its board of directors is not selected by such
      government unit.

     

    Physical
      Certificates:  As set forth in the Preliminary
      Statement.

     

    Prefunded
      Amount:  Not Applicable.

     

    Prefunded
      Loan Group:  Not Applicable.

     

    Prefunding
      Account:  Not Applicable.

     

    Prefunding
      Period:  Not Applicable.

     

    Prepayment
      Period: With respect to any Distribution Date and any Payoff or Curtailment,
      the calendar month immediately preceding the month in which such Distribution
      Date occurs.

     

    Principal
      Payment Amount:  For any Distribution Date, an amount equal to the
      related Principal Remittance Amount for such date minus the related
      Overcollateralization Release Amount, if any, for such date.

     

    Principal
      Remittance Amount:  For any Distribution Date and the Floater Loan
      Group, an amount equal to the sum of (1) all principal collected (other than
      Payaheads) or advanced in respect of Scheduled Payments on the Mortgage Loans
      in
      such Loan Group during the related Collection Period (less unreimbursed
      Advances, Servicing Advances and other amounts due to the Servicer and the
      Trustee with respect to the Mortgage Loans in such Loan Group, to the extent
      allocable to principal or such amounts allocable to interest to the extent
      remaining unpaid after allocation of the Interest Remittance Amount) and the
      principal portion of Payaheads previously received on the Mortgage Loans in
      such
      Loan Group and intended for application in the related Collection Period, (2)
      all Principal Prepayments received on the Mortgage Loans in such Loan Group
      during the related Prepayment Period, (3) the Purchase Price of each Mortgage
      Loan in such Loan Group that was repurchased by the Seller or purchased by
      the
      Class X Certificateholder pursuant to Section 3.17(b), during the related
      Repurchase Period and the principal proceeds of any purchase of Mortgage Loans
      in such Loan Group by the Terminating Entity pursuant to Section 11.01, (4)
      the portion of any Substitution Adjustment Amount paid with respect to any
      Deleted Mortgage Loans in such Loan Group during the related Collection Period
      allocable to principal, (5) all Net Liquidation Proceeds (net of unreimbursed
      Advances, Servicing Advances and other expenses, to the extent allocable to
      principal or such amounts allocable to interest to the extent remaining unpaid
      after allocation of the Interest Remittance Amount) and any other Recoveries
      collected with respect to the Mortgage Loans in such Loan Group during the
      preceding calendar month, to the extent allocable to principal, and
      (6) amounts, if any, withdrawn from the Supplemental Interest Account to
      cover the Net Cumulative Realized Loss Amount for such Distribution
      Date.  For the purposes of this definition of Principal Remittance
      Amount, any amounts due to the Servicer and the Trustee that cannot easily
      be
      allocable to either interest or principal shall be deemed to be allocable to
      interest.

     

    Private
      Certificates:  As set forth in the Preliminary
      Statement.

     

    Prospectus
      Supplement: Either the Prospectus Supplement, dated August 31, 2007 or the
      Prospectus Supplement, dated November [__], 2007, as applicable, relating to
      the
      offering of the Offered Certificates in the form in which it was or will be
      filed with the Securities and Exchange Commission pursuant to
      Rule 424(b) under the 1933 Act with respect to the offer and sale of
      the Offered Certificates.

     

    Qualified
      Substitute Mortgage Loan:  One or more Mortgage Loans substituted
      by the Seller for one or more Deleted Mortgage Loans which must, on the date
      of
      such substitution, as confirmed in a Request for Release, substantially in
      the
      form of Exhibit K, individually or in the aggregate and on a weighted average
      basis, as applicable (i) have a Stated Principal Balance, after deduction of
      the
      principal portion of the Scheduled Payment due in the month of substitution,
      not
      in excess of, and not more than 10% less than the Stated Principal Balance
      of
      the Deleted Mortgage Loan; (ii) be accruing interest at a rate no lower than
      and
      not more than 1% per annum higher than, that of the Deleted Mortgage Loan;
      (iii)
      have a Loan to Value Ratio no higher than that of the Deleted Mortgage Loan;
      (iv) have a remaining term to maturity not more than one year greater than
      or
      less than that of the Deleted Mortgage Loan; provided that the remaining term
      to
      maturity of any such Mortgage Loan shall be no greater than the last maturing
      Mortgage Loan immediately prior to any substitution; (v) have a Maximum Mortgage
      Rate and Minimum Mortgage Rate not less than the respective such rates for
      the
      Deleted Mortgage Loan, have a Gross Margin equal to or greater than the Deleted
      Mortgage Loan and have the same Index as the Deleted Mortgage Loan; (vi) not
      be
      a Cooperative Loan unless the Deleted Mortgage Loan was a Cooperative Loan,
      (vii) have a category of Prepayment Premium equal to the category of Prepayment
      Premium of the Deleted Mortgage Loan, if applicable, and (viii) comply with
      each
      representation and warranty set forth in Section 2.03(b).

     

    Rating
      Agency:  Each of Fitch and S&P, or any successor to any of
      them, so long as such entity is rating any of the Certificates.

     

    Realized
      Loss: As defined in the Standard Terms; Realized Losses shall include with
      respect to any modified mortgage loan, the amount, if any, by which the
      principal balance has been reduced as a result of such
      modification.

     

    Recovery:  With
      respect to any Distribution Date and Mortgage Loan that became a Liquidated
      Mortgage Loan (including a charged off second-lien mortgage loan) in a month
      preceding the month prior to the Distribution Date, any additional amount
      received in respect of principal on such Mortgage Loan received by the Servicer
      after Liquidation Proceeds have been remitted to the Trust Fund, net of
      unreimbursed Advances, Servicing Advances, Liquidation Expenses, Expense Fees
      and related Excess Proceeds, if any.

     

    Regular
      Certificates:  All of the Certificates other than the Residual
      Certificates.

     

    REMIC:  A
      “real estate mortgage investment conduit,” within the meaning of
      Section 860D of the Code.  Reference herein to REMIC refers to
      each REMIC created by the Preliminary Statement.

     

    REMIC
      Election:  An election, for federal income tax purposes, to treat
      certain assets as a REMIC.

     

    REMIC
      I: The segregated pool of assets subject hereto, constituting the primary
      trust created hereby and to be administered hereunder, with respect to which
      a
      REMIC election is to be made consisting of: (i) such Mortgage Loans as from
      time
      to time are subject to this Agreement (other than any Prepayment Charges),
      together with the Mortgage Files relating thereto, and together with all
      collections thereon and proceeds thereof, (ii) any REO Property, together with
      all collections thereon and proceeds thereof, (iii) the Trustee’s rights with
      respect to the Mortgage Loans under all insurance policies, including any
      Required Insurance Policy, required to be maintained pursuant to this Agreement
      and any proceeds thereof and (iv) the Collection Account and the Certificate
      Account (subject to the last sentence of this definition) and such assets that
      are deposited therein from time to time and any investments thereof.
      Notwithstanding the foregoing, however, a REMIC election will not be made with
      respect to the Basis Risk Reserve Fund and the Reserve Account.

     

    REMIC
      I Available Distribution Amount:  For  any Distribution
      Date, the Available Distribution Amount for such Loan Group 1.

     

    REMIC
      I Group 1 Regular Interests:  REMIC I Regular Interest I and REMIC
      I Regular Interest I-1-A through REMIC I Regular Interest I-54-B as designated
      in the Preliminary Statement hereto.

     

    REMIC
      I Group 2 Regular Interests:  REMIC I Regular Interest II and
      REMIC I Regular Interest II-1-A through REMIC I Regular Interest II-54-B as
      designated in the Preliminary Statement hereto.

     

    REMIC
      I Regular Interest:  Any of the separate non certificated
      beneficial ownership interests in REMIC I issued hereunder and designated as
      a
“regular interest” in REMIC I. Each REMIC I Regular Interest shall accrue
      interest at the related REMIC I Pass-Through Rate in effect from time to time,
      and shall be entitled to distributions of principal, subject to the terms and
      conditions hereof, in an aggregate amount equal to its initial Uncertificated
      Balance or Uncertificated Notional Amount as set forth in the Preliminary
      Statement hereto. The designations for the respective REMIC I Regular Interests
      are set forth in the Preliminary Statement hereto.  The REMIC I
      Regular Interests consist of the REMIC I Group 1 Regular Interests, REMIC I
      Group 2 Regular Interests, REMIC I Regular Interest R, REMIC I Regular Interest
      P.

     

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

     

    REMIC
      II Marker Allocation Percentage: 50% of any amount payable or loss
      attributable from the Mortgage Loans, which shall be allocated to REMIC II
      Regular Interests LT-1A, LT-2A1, LT-2A2, LT-M-1, LT-M-2, LT-M-3, LT-M-4, LT-M-5,
      LT-M-6, LT-M-7, LT-M-8, LT-M-9, LT-R and LT-P.

     

    REMIC
      II Overcollateralization Amount: With respect to any date of determination,
      (i) 0.50% of the aggregate Uncertificated Balances of the REMIC II Regular
      Interests minus (ii) the aggregate Uncertificated Balances of REMIC II Regular
      Interests LT-1A, LT-2A1, LT-2A2, LT-M-1, LT-M-2, LT-M-3, LT-M-4, LT-M-5, LT-M-6,
      LT-M-7, LT-M-8, LT-M-9, LT-R and LT-P, in each case as of such date of
      determination.

     

    REMIC
      II Principal Loss Allocation Amount: With respect to any Distribution Date,
      an amount equal to the product of (i) 50% of the aggregate Stated Principal
      Balance of the Mortgage Loans and related REO Properties then outstanding and
      (ii) 1 minus a fraction, the numerator of which is two times the aggregate
      Uncertificated Balance of REMIC II Regular Interests LT-1A, LT-2A1, LT-2A2,
      LT-M-1, LT-M-2, LT-M-3, LT-M-4, LT-M-5, LT-M-6, LT-M-7, LT-M-8, LT-M-9 and
      LT-ZZ.

     

    REMIC
      II Regular Interest: One of the separate non-certificated beneficial
      ownership interests in REMIC II issued hereunder and designated as a Regular
      Interest in REMIC II as set forth in the Preliminary Statement. Each REMIC
      II
      Regular Interest shall accrue interest at the related Uncertificated REMIC
      II
      Pass-Through Rate in effect from time to time, and shall be entitled to
      distributions of principal (other than REMIC II Regular Interest LT-IO), subject
      to the terms and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Balance, if any, as set forth in the Preliminary Statement
      hereto.

     

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

     

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

     

    REMIC
      II Regular Interest LT-2A1: One of the separate non-certificated beneficial
      ownership interests in REMIC II issued hereunder and designated as a Regular
      Interest in REMIC II. REMIC II Regular Interest LT-2A1 shall accrue interest
      at
      the related Uncertificated REMIC II Pass-Through Rate in effect from time to
      time, and shall be entitled to distributions of principal, subject to the terms
      and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      II Regular Interest LT-2A2: One of the separate non-certificated beneficial
      ownership interests in REMIC II issued hereunder and designated as a Regular
      Interest in REMIC II. REMIC II Regular Interest LT-2A2 shall accrue interest
      at
      the related Uncertificated REMIC II Pass-Through Rate in effect from time to
      time, and shall be entitled to distributions of principal, subject to the terms
      and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      II Regular Interest LT-IO:  One of the separate non-certificated
      beneficial ownership interests in REMIC II issued hereunder and designated
      as a
      Regular Interest in REMIC II.  REMIC II Regular Interest LT-IO shall
      accrue interest on its Uncertificated Notional Amount at its related
      Uncertificated REMIC II Pass-Through Rate in effect from time to
      time.  REMIC II Regular Interest LT-IO shall not have an
      Uncertificated Balance and shall not be entitled to distributions of
      principal.

     

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

     

    REMIC
      II Regular Interest LT-M-2: One of the separate non-certificated beneficial
      ownership interests in REMIC II issued hereunder and designated as a Regular
      Interest in REMIC II. REMIC II Regular Interest LT-M-2 shall accrue interest
      at
      the related Uncertificated REMIC II Pass-Through Rate in effect from time to
      time, and shall be entitled to distributions of principal, subject to the terms
      and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      II Regular Interest LT-M-3: One of the separate non-certificated beneficial
      ownership interests in REMIC II issued hereunder and designated as a Regular
      Interest in REMIC II. REMIC II Regular Interest LT-M-3 shall accrue interest
      at
      the related Uncertificated REMIC II Pass-Through Rate in effect from time to
      time, and shall be entitled to distributions of principal, subject to the terms
      and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      II Regular Interest LT-M-4: One of the separate non-certificated beneficial
      ownership interests in REMIC II issued hereunder and designated as a Regular
      Interest in REMIC II. REMIC II Regular Interest LT-M-4 shall accrue interest
      at
      the related Uncertificated REMIC II Pass-Through Rate in effect from time to
      time, and shall be entitled to distributions of principal, subject to the terms
      and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      II Regular Interest LT-M-5: One of the separate non-certificated beneficial
      ownership interests in REMIC II issued hereunder and designated as a Regular
      Interest in REMIC II. REMIC II Regular Interest LT-M-5 shall accrue interest
      at
      the related Uncertificated REMIC II Pass-Through Rate in effect from time to
      time, and shall be entitled to distributions of principal, subject to the terms
      and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      II Regular Interest LT-M-6: One of the separate non-certificated beneficial
      ownership interests in REMIC II issued hereunder and designated as a Regular
      Interest in REMIC II. REMIC II Regular Interest LT-M-6 shall accrue interest
      at
      the related Uncertificated REMIC II Pass-Through Rate in effect from time to
      time, and shall be entitled to distributions of principal, subject to the terms
      and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      II Regular Interest LT-M-7: One of the separate non-certificated beneficial
      ownership interests in REMIC II issued hereunder and designated as a Regular
      Interest in REMIC II. REMIC II Regular Interest LT-M-7 shall accrue interest
      at
      the related Uncertificated REMIC II Pass-Through Rate in effect from time to
      time, and shall be entitled to distributions of principal, subject to the terms
      and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      II Regular Interest LT-M-8: One of the separate non-certificated beneficial
      ownership interests in REMIC II issued hereunder and designated as a Regular
      Interest in REMIC II. REMIC II Regular Interest LT-M-8 shall accrue interest
      at
      the related Uncertificated REMIC II Pass-Through Rate in effect from time to
      time, and shall be entitled to distributions of principal, subject to the terms
      and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      II Regular Interest LT-M-9: One of the separate non-certificated beneficial
      ownership interests in REMIC II issued hereunder and designated as a Regular
      Interest in REMIC II. REMIC II Regular Interest LT-M-9 shall accrue interest
      at
      the related Uncertificated REMIC II Pass-Through Rate in effect from time to
      time, and shall be entitled to distributions of principal, subject to the terms
      and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

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

     

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

     

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

     

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

     

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

     

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

     

    REMIC
      II Regular Interest LT-2SUB: One of the separate non-certificated beneficial
      ownership interests in REMIC II issued hereunder and designated as a Regular
      Interest in REMIC II. REMIC II Regular Interest LT-2SUB shall accrue interest
      at
      the related Uncertificated REMIC II Pass-Through Rate in effect from time to
      time, and shall be entitled to distributions of principal, subject to the terms
      and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      II Regular Interest LT-2GRP: One of the separate non-certificated beneficial
      ownership interests in REMIC II issued hereunder and designated as a Regular
      Interest in REMIC II. REMIC II Regular Interest LT-2GRP shall accrue interest
      at
      the related Uncertificated REMIC II Pass-Through Rate in effect from time to
      time, and shall be entitled to distributions of principal, subject to the terms
      and conditions hereof, in an aggregate amount equal to its initial
      Uncertificated Balance as set forth in the Preliminary Statement
      hereto.

     

    REMIC
      II Regular Interest LT-ZZ Maximum Interest Deferral Amount: With respect to
      any Distribution Date, the excess of (i) REMIC II Uncertificated Accrued
      Interest calculated with the Uncertificated Pass-Through Rate for REMIC II
      Regular Interest LT-ZZ and an Uncertificated Balance equal to the excess of
      (x)
      the Uncertificated Balance of REMIC II Regular Interest LT-ZZ over (y) the
      REMIC
      II Overcollateralization Amount, in each case for such Distribution Date, over
      (ii) the sum of REMIC II Uncertificated Accrued Interest on REMIC II Regular
      Interests LT-1A, LT-2A1, LT-2A2, LT-M-1, LT-M-2, LT-M-3, LT-M-4, LT-M-5, LT-M-6,
      LT-M-7, LT-M-8 and LT-M-9, with the rate on each such REMIC II Regular Interest
      subject to a cap, for the purpose of this calculation, equal to the Pass-Through
      Rate for the Corresponding Certificate; provided, however, that for this
      purpose, the calculation of the Uncertificated REMIC II Pass-Through Rate and
      the related cap with respect to each REMIC II Regular Interest shall be
      multiplied by a fraction, the numerator of which is the actual number of days
      in
      the Interest Accrual Period and the denominator of which is thirty
      (30).

     

    REMIC
      II Regular Interests: REMIC II Regular Interest LT-AA, REMIC II Regular
      Interest LT-1A, REMIC II Regular Interest LT-2A1, REMIC II Regular Interest
      LT-2A2, REMIC II Regular Interest LT-M-1, REMIC II Regular Interest LT-M-2,
      REMIC II Regular Interest LT-M-3, REMIC II Regular Interest LT-M-4, REMIC II
      Regular Interest LT-M-5, REMIC II Regular Interest LT-M-6, REMIC II Regular
      Interest LT-M-7, REMIC II Regular Interest LT-M-8, REMIC II Regular Interest
      LT-M-9, REMIC II Regular Interest LT-ZZ, REMIC II Regular Interest LT-P, REMIC
      II Regular Interest LT-IO, REMIC II Regular Interest LT-R, REMIC II Regular
      Interest LT-1SUB, REMIC II Regular Interest LT-1GRP, REMIC II Regular Interest
      LT-2SUB, REMIC II Regular Interest LT-2GRP and REMIC II Regular Interest
      LT-XX.

     

    REMIC
      II Sub WAC Allocation Percentage: 50% of any amount payable or loss
      attributable from the Mortgage Loans, which shall be allocated to REMIC II
      Regular Interest LT-1SUB, REMIC II Regular Interest LT-1GRP, REMIC II Regular
      Interest LT-2SUB, REMIC II Regular Interest LT-2GRP and REMIC II Regular
      Interest LT-XX.

     

    REMIC
      II Subordinated Balance Ratio: The ratio among the Uncertificated Balances
      of each REMIC II Regular Interest ending with the designation “SUB”, equal to
      the ratio between, with respect to each such REMIC II Regular Interest, the
      excess of (x) the aggregate Stated Principal Balance of the Group 1 Mortgage
      Loans and the Group 2 Mortgage Loans, as applicable, over (y) the current Class
      Principal Balance of the related Senior Certificates.

     

    REMIC
      II Targeted Overcollateralization Amount: 0.50% of the Targeted
      Overcollateralization Amount.

     

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

     

    REMIC
      Regular Interests: The REMIC I Regular Interests and REMIC II Regular
      Interests.

     

    Residual
      Certificates:  As set forth in the Preliminary
      Statement.

     

    Required
      Basis Risk Reserve Fund Amount:  With respect to any Distribution
      Date, $5,000.

     

    Required
      Basis Risk Reserve Fund Deposit:  With respect to any Distribution
      Date, the sum of (i) any Basis Risk Shortfall for such date (net of amounts
      available to pay Basis Risk Shortfalls on deposit in the Supplemental Interest
      Account on such date) and (ii) the excess, if any, of the Required Basis Risk
      Reserve Fund Amount for such Distribution Date over the amount on deposit in
      the
      Basis Risk Reserve Fund at the close of business on the Business Day immediately
      preceding such Distribution Date.

     

    Reuters
      Screen LIBOR 01 Page: The display page so designated on the Reuters Monitor
      Money Rates service (or such other page as may replace that page on such service
      for the purpose of displaying London interbank offered rates of major
      banks).

     

    Rolling
      Three Month Delinquency Rate:  For any Distribution Date will be
      the fraction, expressed as a percentage, equal to the average of the related
      Delinquency Rates for each of the three (or one and two, in the case of the
      first and second Distribution Dates) immediately preceding months.

     

    Seller:  DLJMC.

     

    Senior
      Certificates:  As set forth in the Preliminary
      Statement.

     

    Senior
      Enhancement Percentage:  For any Distribution Date, the fraction,
      expressed as a percentage, the numerator of which is the sum of the aggregate
      Class Principal Balance of the Subordinate Certificates and the
      Overcollateralization Amount (which, for purposes of this definition only,
      shall
      not be less than zero), in each case prior to giving effect to payments on
      such
      Distribution Date (assuming no Trigger Event has occurred), and the denominator
      of which is the Aggregate Loan Balance as of the first day of the related
      Collection Period.

     

    Senior
      Principal Payment Amount:  For any Distribution Date on or after
      the Stepdown Date and as long as a Trigger Event has not occurred or is not
      continuing with respect to such Distribution Date, will be the amount, if any,
      by which (x) the Class Principal Balance of the Senior Certificates immediately
      prior to such Distribution Date exceeds (y) the lesser of (A) the product of
      (i)
      49.30% and (ii) the Aggregate Loan Balance for such Distribution Date and (B)
      the amount, if any, by which (i) the Aggregate Loan Balance for such
      Distribution Date exceeds (ii) 0.50% of the Aggregate Loan Balance as of the
      Cut-off Date.

     

    Sequential
      Trigger Event:  A Sequential Trigger Event is in effect on any
      Distribution Date if (x) on any Distribution Date prior to the Distribution
      Date
      in September 2010, the cumulative Realized Losses (including with respect to
      any
      modified Mortgage Loan, the amount, if any, by which the principal balance
      has
      been reduced as a result of such modification) incurred since the Cut-off Date
      as a percentage of the original Aggregate Loan Balance on the Closing Date
      for
      such Distribution Date exceeds 2.25%, (y) on any Distribution Date on or after
      the Distribution Date n September 2010, a Trigger Event is in effect, or (z)
      on
      any Distribution Date prior to the Distribution Date in September 2010, the
      Rolling Three Month Delinquency Rate as of the last day of the related
      Collection Period equals or exceeds 31.50% of the Senior Enhancement
      Percentage.

     

    Series
      Supplement:  This Series Supplement, dated as of August 1,
      2007, as amended from time to time.

     

    Servicer:  SPS
      for the Interim Servicing Period, Ocwen thereafter and, in each case, any
      successor in interest thereto or any successor servicer appointed as provided
      herein.

     

    Servicing
      Transfer Date: The date on which the servicing of the Mortgage Loans
      transfers to Ocwen, which is expected to be on or about October 1,
      2007.

     

    Special
      Servicer:  Any special servicer appointed by the Class X
      Certificateholder pursuant to Section 3.17.

     

    Special
      Serviced Mortgage Loan:  The Mortgage Loans for which a Special
      Servicer acts as servicer pursuant to Section 3.17.

     

    SPS:
      Select Portfolio Servicing, Inc., a Utah corporation, and its successors and
      assigns.

     

    Standard
      & Poor’s:  Standard & Poor’s Ratings Services, a division
      of The McGraw-Hill Companies, Inc.

     

    Standard
      Terms:  That certain Standard Terms of Pooling and Servicing
      Agreement, dated as of August 1, 2007, attached hereto as Exhibit
      A.

     

    Startup
      Day:  The Closing Date with respect to REMIC I, REMIC II and REMIC
      III and November 21, 2007 with respect to REMIC IV.

     

    Stepdown
      Date: The date occurring on the earlier of (1) the first Distribution Date
      following the Distribution Date on which the aggregate Class Principal Balance
      of the Class 1-A-1, Class 1-A-2, Class 2-A-1 and Class 2-A-2 Certificates are
      reduced to zero and (2) the later of (x) the Distribution Date in September
      2010
      and (y) the first Distribution Date on which the Senior Enhancement Percentage
      (calculated for this purpose after giving effect to payments or other recoveries
      in respect of the Mortgage Loans during the related Collection Period but before
      giving effect to payments on the Certificates on such Distribution Date) is
      greater than or equal to 50.70%.

     

    Subordinate
      Certificates:  As set forth in the Preliminary
      Statement.

     

    Subordinate
      Group 1 Balance:  For any Distribution Date will be the Aggregate
      Loan Group Balance for Loan Group 1 as of the first day of the related
      Collection Period less the Class Principal Balance of the Class 1-A-1
      Certificates and Class 1-A-2 Certificates.

     

    Subordinate
      Group 2 Balance:  For any Distribution Date will be the Aggregate
      Loan Group Balance for Loan Group 2 as of the first day of the related
      Collection Period less the aggregate Class Principal Balances of the Class
      2-A-1, Class 2-A-2 and Class R Certificates.

     

    Subordinate
      Net Funds Cap:  For any Distribution Date and the Class M-1, Class
      M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8 and Class
      M-9 Certificates, will be a per annum rate equal to a weighted average of (i)
      the Group 1 Senior Net Funds Cap and (ii) the Group 2 Senior Net Funds Cap
      for
      such Distribution Date, weighted on the basis of the Subordinate Group 1 Balance
      and Subordinate Group 2 Balance, respectively.  For federal income tax
      purposes, the equivalent of the foregoing shall be expressed as the weighted
      average (adjusted for the actual number of days elapsed in the related Interest
      Accrual Period) of (a) REMIC II Regular Interest LT-1SUB, subject to a cap
      and a
      floor equal to the Uncertificated REMIC II Pass-Through Rate on REMIC II Regular
      Interest LT-1GRP and (b) REMIC II Regular Interest LT-2SUB, subject to a cap
      and
      a floor equal to the Uncertificated REMIC II Pass-Through Rate on REMIC II
      Regular Interest LT-2GRP, in each case as determined for such Distribution
      Date,
      weighted on the basis of the Uncertificated Principal Balance of each such
      REMIC
      II Regular Interest immediately prior to such Distribution Date.

     

    Subsequent
      Cut-off Date:  Not Applicable.

     

    Subsequent
      Mortgage Loan:  Not Applicable.

     

    Subsequent
      Transfer Agreement:  Not Applicable.

     

    Subsequent
      Transfer Date:  Not Applicable.

     

    Substitution
      Adjustment Amount:  As defined in Section 2.03.

     

    Supplemental
      Interest Account: As defined in Section 4.08 hereof.  The
      Supplemental Interest Account will not be an asset of any REMIC.

     

    Supplemental
      Interest Trust:  The trust created pursuant to Section 4.08
      herein and designated as the “Supplemental Interest Trust,” consisting of the
      Swap Agreement, the Supplemental Interest Account and the right to receive
      Net
      Swap Payments from the Swap Counterparty.

     

    Supplemental
      Interest Trust Posted Collateral Account:  The segregated
      non-interest bearing trust account created and maintained by the Supplemental
      Interest Trust Trustee pursuant to Section 4.08 hereof.

     

    Supplemental
      Interest Trust Trustee:  The Trustee, acting not in its individual
      or corporate capacity but solely as trustee of the Supplemental Interest
      Trust.

     

    Supplemental
      Trust Payment:  An amount equal to the product of (a) 5.15%,
      (b) a fraction, the numerator of which is 30 (except with respect to the
      first Swap Payment Date, in which case the numerator will be the number of
      days
      in the first Swap Calculation Period) and the denominator of which is 360 and
      (c) the Swap Notional Amount.

     

    Swap
      Agreement:  The swap agreement relating to the Offered
      Certificates consisting of ISDA Master Agreement (Multicurrency Cross-Border),
      a
      schedule, credit support annex and the related confirmation thereto, each dated
      as of the Closing Date, between the Supplemental Interest Trust Trustee, on
      behalf of the Supplemental Interest Trust, and the Swap Counterparty, as such
      agreement may be amended and supplemented in accordance with its
      terms.

     

    Swap
      Calculation Period:  Each period from and including the
      Distribution Date in the preceding calendar month to, but excluding, the related
      Distribution Date, except that the initial Swap Calculation Period will commence
      on, and include, October 25, 2007 and the final Swap Calculation Period will
      end
      on, but exclude, the Swap Termination Date, provided that such Swap Calculation
      Period shall be adjusted pursuant to the “Following Business Day Convention” (as
      defined in the Swap Agreement).

     

    Swap
      Certificate:  Each of the Offered Certificates.

     

    Swap
      Counterparty:  The swap provider under the Swap
      Agreement.  Initially, the Swap Counterparty shall be Credit Suisse
      International.

     

    Swap
      Counterparty Payment:  An amount equal to the greater of (I) zero
      and (II) the product of (a) One-Month LIBOR for the related Distribution
      Date, (b) a fraction, the numerator of which is the actual number of days
      elapsed in the related Swap Calculation Period and the denominator of which
      is
      360 and (c) the Swap Notional Amount.

     

    Swap
      Counterparty Trigger Event:  (i) an Event of Default (as
      defined in the Swap Agreement) with respect to which the Swap Counterparty
      is a
      Defaulting Party (as defined in the Swap Agreement), (ii) a Termination
      Event (as defined in the Swap Agreement) under the Swap Agreement with respect
      to which the Swap Counterparty is the sole Affected Party (as defined in the
      Swap Agreement) or (iii) an Additional Termination Event (as defined in the
      Swap Agreement) under the Swap Agreement with respect to which the Swap
      Counterparty is the sole Affected Party.

     

    Swap
      Event of Default:  An “Event of Default” as such term is defined
      in the Swap Agreement.

     

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

     

    Swap
      Notional Amount:  The “Notional Amount” referred to in the Swap
      Agreement.

     

    Swap
      Payment Date:  The “Business Day” (as defined in the Swap
      Agreement) before each Distribution Date.

     

    Swap
      Suspension Event:  With respect to any Distribution Date, either
      (a) the occurrence of a default by the Swap Counterparty under the Swap
      Agreement in the timely payment of any Net Swap Payment owed by the Swap
      Counterparty to the Supplemental Interest Trust on the related Swap Payment
      Date
      or (b) the Swap Agreement has been terminated and no replacement Swap
      Agreement is in force and effect.

     

    Swap
      Termination Date:  Immediately following the earliest to occur of
      (a) the Maturity Date, (b) the date on which the Terminating Entity
      has purchased all of the Mortgage Loans from the Trust, unless terminated
      earlier in accordance with the terms of the Swap Agreement and (c) the
      Distribution Date on which the Class Principal Balance of the Certificates
      has
      been reduced to zero.

     

    Swap
      Termination Payment:  Upon the designation of an Early Termination
      Date (as defined in the Swap Agreement), the payment to be made by the Trust
      to
      the Supplemental Interest Account for payment to the Swap Counterparty, or
      by
      the Swap Counterparty to the Supplemental Interest Account for payment to the
      Trust, as applicable, pursuant to the terms of the Swap Agreement.

     

    Targeted
      Overcollateralization Amount:  For any Distribution Date prior to
      the Stepdown Date, 8.80% of the Aggregate Loan Balance as of the Cut-off Date;
      with respect to any Distribution Date on or after the Stepdown Date and with
      respect to which a Trigger Event has not occurred, the greater of (a) 17.60%
      of
      the Aggregate Loan Balance for such Distribution Date, or (b) 0.50% of the
      Aggregate Loan Balance as of the Cut-off Date; with respect to any Distribution
      Date on or after the Stepdown Date with respect to which a Trigger Event has
      occurred and is continuing, the Targeted Overcollateralization Amount for the
      Distribution Date immediately preceding such Distribution Date.

     

    Tax
      Matters Person: The person designated as “tax matters person” in the manner
      provided under Treasury regulation § 1.860F-4(d) and temporary Treasury
      regulation §301.6231(a)(7)-1T.

     

    Terminating
      Entity: The Majority Class X Certificateholder.

     

    Trigger
      Event: A Trigger Event will occur for any Distribution Date if either (i)
      the Rolling Three Month Delinquency Rate as of the last day of the related
      Collection Period equals or exceeds the applicable percentage (as set forth
      below) of the Most Senior Enhancement Percentage of the most senior Class or
      Classes of Certificates then outstanding for such Distribution
      Date:

     

    
      	
              Class

            	
              Percentage

            
	
              Class
                1-A-1, Class 1-A-2, Class 2-A-1 or Class 2-A-2
                Certificates

            	
              31.50%

            
	
              Class
                M-1 Certificates

            	
              35.18%

            
	
              Class
                M-2 Certificates

            	
              39.34%

            
	
              Class
                M-3 Certificates

            	
              48.25%

            
	
              Class
                M-4 Certificates

            	
              53.06%

            
	
              Class
                M-5 Certificates

            	
              58.71%

            
	
              Class
                M-6 Certificates

            	
              64.39%

            
	
              Class
                M-7 Certificates

            	
              70.04%

            
	
              Class
                M-8 Certificates

            	
              75.33%

            
	
              Class
                M-9 Certificates

            	
              90.75%

            


    

    


    or
      (ii)
      the cumulative Realized Losses as a percentage of the original Aggregate Loan
      Balance on the Closing Date for such Distribution Date is greater than the
      percentage set forth in the following table:

     

    
      	
              Range
                of Distribution Dates

            	
              Cumulative
                Loss Percentage

            
	
              September 2009
                – August 2010

            	
              2.25%*

            
	
              September 2010
                – August 2011

            	
              5.65%*

            
	
              September
                2011 – August 2012

            	
              8.80%*

            
	
              September
                2012 – August 2013

            	
              11.30%*

            
	
              September
                2013 and thereafter

            	
              12.75%*

            


    

    
      	*
              The percentages set forth above are the percentages applicable for
              the
              first Distribution Date in the corresponding range of Distribution
              Dates.  The percentage for each succeeding Distribution Date in
              a range increases incrementally by 1/12 of the positive difference
              between
              the percentage applicable to the first Distribution Date in that range
              and
              the percentage applicable to the first Distribution Date in the succeeding
              range.


    

     

    Trust:  The
      trust created pursuant to Section 2.01 this Agreement.

     

    Trust
      Fund: Collectively, the assets of REMIC I, REMIC II, REMIC III, REMIC IV and
      the Basis Risk Reserve Fund.

     

    Trustee:  U.S.
      Bank National Association, a national banking association, not in its individual
      capacity, but solely in its capacity as trustee for the benefit of the
      Certificateholders under this Agreement, and any successor thereto, as provided
      herein.

     

    Trustee
      Fee:  The fee, if any, payable to the Trustee on each Distribution
      Date for its services as Trustee hereunder, in an amount equal to one twelfth
      of
      the Trustee Fee Rate multiplied by the Stated Principal Balance of the Mortgage
      Loans immediately prior to such Distribution Date.

     

    Trustee
      Fee Rate:  0.0010% per annum.

     

    Trustee:  U.S.
      Bank National Association, a national banking association, not in its individual
      capacity, but solely in its capacity as trustee for the benefit of the
      Certificateholders under this Agreement, and any successor thereto, as provided
      herein.

     

    Uncertificated
      Accrued Interest:  With respect to each REMIC Regular Interest on
      each Distribution Date, an amount equal to one month’s interest at the related
      Uncertificated Pass-Through Rate on the Uncertificated Principal Balance of
      such
      REMIC Regular Interest. In each case, Uncertificated Accrued Interest will
      be
      reduced by any Net Prepayment Interest Shortfalls and Relief Act Reductions
      (allocated to such REMIC Regular Interests based on the priorities set forth
      in
      Section [1.03]).

     

    Uncertificated
      Notional Amount:  With respect to REMIC II Regular Interest LT-IO
      and each Distribution Date listed below, the aggregate Uncertificated Balance
      of
      the REMIC I Regular Interests ending with the designation “A” listed
      below:

     

    
      	
              
                Distribution
                  Date

              

            	
              
                REMIC
                  I Regular Interests

              

            
	
              1

            	
              I-1-A
                through I-54-A and II-1-A through II-54-A

            
	
              2

            	
              I-2-A
                through I-54-A and II-2-A through II-54-A

            
	
              3

            	
              I-3-A
                through I-54-A and II-3-A through II-54-A

            
	
              4

            	
              I-4-A
                through I-54-A and II-4-A through II-54-A

            
	
              5

            	
              I-5-A
                through I-54-A and II-5-A through II-54-A

            
	
              6

            	
              I-6-A
                through I-54-A and II-6-A through II-54-A

            
	
              7

            	
              I-7-A
                through I-54-A and  II-7-A through II-54-A

            
	
              8

            	
              I-8-A
                through I-54-A and  II-8-A through II-54-A

            
	
              9

            	
              I-9-A
                through I-54-A and  II-9-A through II-54-A

            
	
              10

            	
              I-10-A
                through I-54-A and  II-10-A through II-54-A

            
	
              11

            	
              I-11-A
                through I-54-A and  II-11-A through II-54-A

            
	
              12

            	
              I-12-A
                through I-54-A and  II-12-A through II-54-A

            
	
              13

            	
              I-13-A
                through I-54-A and  II-13-A through II-54-A

            
	
              14

            	
              I-14-A
                through I-54-A and  II-14-A through II-54-A

            
	
              15

            	
              I-15-A
                through I-54-A and  II-15-A through II-54-A

            
	
              16

            	
              I-16-A
                through I-54-A and  II-16-A through II-54-A

            
	
              17

            	
              I-17-A
                through I-54-A and  II-17-A through II-54-A

            
	
              18

            	
              I-18-A
                through I-54-A and  II-18-A through II-54-A

            
	
              19

            	
              I-19-A
                through I-54-A and II-19-A through II-54-A

            
	
              20

            	
              I-20-A
                through I-54-A and II-20-A through II-54-A

            
	
              21

            	
              I-21-A
                through I-54-A and II-21-A through II-54-A

            
	
              22

            	
              I-22-A
                through I-54-A and II-22-A through II-54-A

            
	
              23

            	
              I-23-A
                through I-54-A and II-23-A through II-54-A

            
	
              24

            	
              I-24-A
                through I-54-A and II-24-A through II-54-A

            
	
              25

            	
              I-25-A
                through I-54-A and II-25-A through II-54-A

            
	
              26

            	
              I-26-A
                through I-54-A and II-26-A through II-54-A

            
	
              27

            	
              I-27-A
                through I-54-A and II-27-A through II-54-A

            
	
              28

            	
              I-28-A
                through I-54-A and II-28-A through II-54-A

            
	
              29

            	
              I-29-A
                through I-54-A and II-29-A through II-54-A

            
	
              30

            	
              I-30-A
                through I-54-A and II-30-A through II-54-A

            
	
              31

            	
              I-31-A
                through I-54-A and II-31-A through II-54-A

            
	
              32

            	
              I-32-A
                through I-54-A and II-32-A through II-54-A

            
	
              33

            	
              I-33-A
                through I-54-A and II-33-A through II-54-A

            
	
              34

            	
              I-34-A
                through I-54-A and II-34-A through II-54-A

            
	
              35

            	
              I-35-A
                through I-54-A and II-35-A through II-54-A

            
	
              36

            	
              I-36-A
                through I-54-A and II-36-A through II-54-A

            
	
              37

            	
              I-37-A
                through I-54-A and II-37-A through II-54-A

            
	
              38

            	
              I-38-A
                through I-54-A and II-38-A through II-54-A

            
	
              39

            	
              I-39-A
                through I-54-A and II-39-A through II-54-A

            
	
              40

            	
              I-40-A
                through I-54-A and II-40-A through II-54-A

            
	
              41

            	
              I-41-A
                through I-54-A and II-41-A through II-54-A

            
	
              42

            	
              I-42-A
                through I-54-A and II-42-A through II-54-A

            
	
              43

            	
              I-43-A
                through I-54-A and II-43-A through II-54-A

            
	
              44

            	
              I-44-A
                through I-54-A and II-44-A through II-54-A

            
	
              45

            	
              I-45-A
                through I-54-A and II-45-A through II-54-A

            
	
              46

            	
              I-46-A
                through I-54-A and II-46-A through II-54-A

            
	
              47

            	
              I-47-A
                through I-54-A and II-47-A through II-54-A

            
	
              48

            	
              I-48-A
                through I-54-A and II-48-A through II-54-A

            
	
              49

            	
              I-49-A
                through I-54-A and II-49-A through II-54-A

            
	
              50

            	
              I-50-A
                through I-54-A and II-50-A through II-54-A

            
	
              51

            	
              I-51-A
                through I-54-A and II-51-A through II-54-A

            
	
              52

            	
              I-52-A
                through I-54-A and II-52-A through II-54-A

            
	
              53
                through 57

            	
              I-53-A
                and I-54-A and II-53-A and II-54-A

            
	
              58

            	
              I-54-A
                and II-54-A

            
	
              thereafter

            	
              $0.00

            


    

    


    With
      respect to the Class IO Interest and any Distribution Date, an amount equal
      to
      the Uncertificated Notional Amount of the REMIC II Regular Interest
      LT-IO.

     

    Uncertificated
      Pass-Through Rate:  For any REMIC I Regular Interest or REMIC
      II Regular Interest, the per annum rate set forth or calculated in the manner
      described in the Preliminary Statement under “REMIC I” or “REMIC II,”
respectively.

     

    Uncertificated
      Principal Balance:  The principal amount of any REMIC I or
      REMIC II Regular Interest outstanding as of any date of
      determination.  As of the Closing Date, the Uncertificated Principal
      Balance of each REMIC I and REMIC II Regular Interest shall equal the
      amount set forth in the Preliminary Statement hereto as its Initial
      Uncertificated Principal Balance under “REMIC I” or “REMIC II,”
respectively. On each Distribution Date, the Uncertificated Principal Balance
      of
      each REMIC I Regular Interest and REMIC II Regular Interest shall be
      reduced, (x) in the case of REMIC I Regular Interests, by the sum of
      (i) the principal portion of Realized Losses allocated to the REMIC I
      Regular Interests in accordance with the definition of REMIC I Realized
      Losses and (ii) the amounts deemed distributed on each Distribution Date in
      respect of principal on the REMIC I Regular Interests pursuant to
      Section 4.01(d)(i), and (y) in the case of REMIC II Regular Interests,
      by the sum of (i) the principal portion of Realized Losses allocated to the
      REMIC II Regular Interests in accordance with the definition of
      REMIC II Realized Losses and (ii) the amounts deemed distributed on
      each Distribution Date in respect of principal on the REMIC II Regular
      Interests pursuant to Section 4.01(d)(ii).

     

    Uncertificated
      Regular Interest:  Any of the REMIC I Regular Interests and
      REMIC II Regular Interests.

     

    Uncertificated
      REMIC I Pass-Through Rate: With respect to REMIC I Regular Interest I, a per
      annum rate equal to the weighted average of the Net Mortgage Rates on the Group
      1 Mortgage Loans; With respect to REMIC I Regular Interest II, REMIC I Regular
      Interest P and REMIC I Regular Interest R, a per annum rate equal to the
      weighted average of the Net Mortgage Rates on the Group 2 Mortgage Loans; With
      respect to each REMIC I Group 1 Regular Interest ending with the designation
      “A”, a per annum rate equal to the weighted average of the Net Mortgage Rates
      on
      the Group 1 Mortgage Loans multiplied by 2, subject to a maximum rate of
      10.30%;  With respect to each REMIC I Group 1 Regular Interest ending
      with the designation “B”, the greater of (x) a per annum rate equal to the
      excess, if any, of (i) 2 multiplied by the weighted average of the Net Mortgage
      Rates on the Group 1 Mortgage Loans over (ii) 10.30% and (y) 0.00%; With respect
      to each REMIC I Group 2 Regular Interest ending with the designation “A”, a per
      annum rate equal to the weighted average of the Net Mortgage Rates on the Group
      2 Mortgage Loans multiplied by 2, subject to a maximum rate of
      10.30%;  With respect to each REMIC I Group 2 Regular Interest ending
      with the designation “B”, the greater of (x) a per annum rate equal to the
      excess, if any, of (i) 2 multiplied by the weighted average of the Net Mortgage
      Rates on the Group 2 Mortgage Loans over (ii) 10.30% and (y) 0.00%.

     

    Uncertificated
      REMIC II Pass-Through Rate:  With respect to REMIC II Regular
      Interests LT-AA, LT-1A, LT-2A1, LT-2A-1A, LT-2A2, LT-M-1, LT-M-2, LT-M-3,
      LT-M-4, LT-M-5, LT-M-6, LT-M-6, LT-M-7, LT-M-8, LT-M-9, LT-ZZ, LT-1SUB, LT-2SUB
      and LT-XX,  a per annum rate (but not less than zero) equal to the
      weighted average of (w) with respect to REMIC I Regular Interest I, REMIC I
      Regular Interest II, the Uncertificated REMIC I Pass-Through Rate for such
      REMIC
      I Regular Interest for each such Distribution Date, (x) with respect to REMIC
      I
      Regular Interests ending with the designation “B”, the weighted average of the
      Uncertificated REMIC I Pass-Through Rates for such REMIC I Regular Interests,
      weighted on the basis of the Uncertificated Balance of such REMIC I Regular
      Interests for each such Distribution Date and (y) with respect to REMIC I
      Regular Interests ending with the designation “A”, for each Distribution Date
      listed below, the weighted average of the rates listed below for each such
      REMIC
      I Regular Interest listed below, weighted on the basis of the Uncertificated
      Balance of each such REMIC I Regular Interest for each such Distribution
      Date:

     

    
      	
              
                Distribution
                  Date

              

            	
              
                REMIC
                  I Regular Interest

              

            	
              
                Rate

              

            
	
              1

            	
              I-1-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-1-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	
              2

            	
              I-2-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-2-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate REMIC I Remittance
                Rate

            
	 	
              I-1-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A

            	
              REMIC
                I Remittance Rate

            
	
              3

            	
              I-3-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-3-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                and I-2-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                and II-2-A

            	
              REMIC
                I Remittance Rate

            
	
              4

            	
              I-4-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-4-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-3-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-3-A

            	
              REMIC
                I Remittance Rate

            
	
              5

            	
              I-5-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-5-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-4-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-4-A

            	
              REMIC
                I Remittance Rate

            
	
              6

            	
              I-6-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-6-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-5-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-5-A

            	
              REMIC
                I Remittance Rate

            
	
              7

            	
              I-7-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-7-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-6-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-6-A

            	
              REMIC
                I Remittance Rate

            
	
              8

            	
              I-8-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-8-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-7-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-7-A

            	
              REMIC
                I Remittance Rate

            
	
              9

            	
              I-9-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-9-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-8-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-8-A

            	
              REMIC
                I Remittance Rate

            
	
              10

            	
              I-10-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-10-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-9-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-9-A

            	
              REMIC
                I Remittance Rate

            
	
              11

            	
              I-11-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-11-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-10-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-10-A

            	
              REMIC
                I Remittance Rate

            
	
              12

            	
              I-12-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-12-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-11-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-11-A

            	
              REMIC
                I Remittance Rate

            
	
              13

            	
              I-13-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-13-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-12-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-12-A

            	
              REMIC
                I Remittance Rate

            
	
              14

            	
              I-14-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-14-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-13-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-13-A

            	
              REMIC
                I Remittance Rate

            
	
              15

            	
              I-15-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-15-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-14-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-14-A

            	
              REMIC
                I Remittance Rate

            
	
              16

            	
              I-16-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-16-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-15-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-15-A

            	
              REMIC
                I Remittance Rate

            
	
              17

            	
              I-17-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-17-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-16-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-16-A

            	
              REMIC
                I Remittance Rate

            
	
              18

            	
              I-18-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-18-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-17-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-17-A

            	
              REMIC
                I Remittance Rate

            
	
              19

            	
              I-19-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-19-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-18-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-18-A

            	
              REMIC
                I Remittance Rate

            
	
              20

            	
              I-20-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-20-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-19-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-19-A

            	
              REMIC
                I Remittance Rate

            
	
              21

            	
              I-21-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-21-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-20-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-20-A

            	
              REMIC
                I Remittance Rate

            
	
              22

            	
              I-22-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-22-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-21-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-21-A

            	
              REMIC
                I Remittance Rate

            
	
              23

            	
              I-23-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-23-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-22-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-22-A

            	
              REMIC
                I Remittance Rate

            
	
              24

            	
              I-24-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-24-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-23-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-23-A

            	
              REMIC
                I Remittance Rate

            
	
              25

            	
              I-25-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-25-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-24-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-24-A

            	
              REMIC
                I Remittance Rate

            
	
              26

            	
              I-26-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-26-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-25-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-25-A

            	
              REMIC
                I Remittance Rate

            
	
              27

            	
              I-27-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-27-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-26-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-26-A

            	
              REMIC
                I Remittance Rate

            
	
              28

            	
              I-28-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-28-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-27-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-27-A

            	
              REMIC
                I Remittance Rate

            
	
              29

            	
              I-29-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-29-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-28-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-28-A

            	
              REMIC
                I Remittance Rate

            
	
              30

            	
              I-30-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-30-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-29-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-29-A

            	
              REMIC
                I Remittance Rate

            
	
              31

            	
              I-31-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-31-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-30-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-30-A

            	
              REMIC
                I Remittance Rate

            
	
              32

            	
              I-32-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-32-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-31-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-31-A

            	
              REMIC
                I Remittance Rate

            
	
              33

            	
              I-33-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-33-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-32-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-32-A

            	
              REMIC
                I Remittance Rate

            
	
              34

            	
              I-34-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-34-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-33-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-33-A

            	
              REMIC
                I Remittance Rate

            
	
              35

            	
              I-35-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-35-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-34-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-34-A

            	
              REMIC
                I Remittance Rate

            
	
              36

            	
              I-36-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-36-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-35-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-35-A

            	
              REMIC
                I Remittance Rate

            
	
              37

            	
              I-37-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-37-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-36-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-36-A

            	
              REMIC
                I Remittance Rate

            
	
              38

            	
              I-38-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-38-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-37-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-37-A

            	
              REMIC
                I Remittance Rate

            
	
              39

            	
              I-39-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-39-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-38-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-38-A

            	
              REMIC
                I Remittance Rate

            
	
              40

            	
              I-40-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-40-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-39-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-39-A

            	
              REMIC
                I Remittance Rate

            
	
              41

            	
              I-41-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-41-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-40-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-40-A

            	
              REMIC
                I Remittance Rate

            
	
              42

            	
              I-42-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-42-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-41-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-41-A

            	
              REMIC
                I Remittance Rate

            
	
              43

            	
              I-43-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-43-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-42-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-42-A

            	
              REMIC
                I Remittance Rate

            
	
              44

            	
              I-44-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-44-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-43-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-43-A

            	
              REMIC
                I Remittance Rate

            
	
              45

            	
              I-45-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-45-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-44-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-44-A

            	
              REMIC
                I Remittance Rate

            
	
              46

            	
              I-46-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-46-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-45-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-45-A

            	
              REMIC
                I Remittance Rate

            
	
              47

            	
              I-47-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-47-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-46-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-46-A

            	
              REMIC
                I Remittance Rate

            
	
              48

            	
              I-48-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-48-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-47-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-47-A

            	
              REMIC
                I Remittance Rate

            
	
              49

            	
              I-49-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-49-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-39-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-39-A

            	
              REMIC
                I Remittance Rate

            
	
              50

            	
              I-50-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-50-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-49-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-49-A

            	
              REMIC
                I Remittance Rate

            
	
              51

            	
              I-51-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-51-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-50-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-50-A

            	
              REMIC
                I Remittance Rate

            
	
              52

            	
              I-52-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-52-A
                through II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-51-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-51-A

            	
              REMIC
                I Remittance Rate

            
	
              53
                through 57

            	
              I-53-A
                and I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-53-A
                and II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-52-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-52-A

            	
              REMIC
                I Remittance Rate

            
	
              58

            	
              I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              II-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-53-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-53-A

            	
              REMIC
                I Remittance Rate

            
	
              thereafter

            	
              I-1-A
                through I-54-A

            	
              REMIC
                I Remittance Rate

            
	 	
              II-1-A
                through II-54-A

            	
              REMIC
                I Remittance Rate

            


    

    


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

     

    
      	
              
                Distribution
                  Date

              

            	
              
                REMIC
                  I Regular Interest

              

            	
              
                Rate

              

            
	
              1

            	
              I-1-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	 	 
	
              2

            	
              I-2-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              3

            	
              I-3-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                and I-2-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              4

            	
              I-4-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-3-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              5

            	
              I-5-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-4-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              6

            	
              I-6-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-5-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              7

            	
              I-7-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-6-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              8

            	
              I-8-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-7-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              9

            	
              I-9-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-8-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              10

            	
              I-10-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-9-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              11

            	
              I-11-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-10-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              12

            	
              I-12-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-11-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              13

            	
              I-13-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-12-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              14

            	
              I-14-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-13-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              15

            	
              I-15-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-14-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              16

            	
              I-16-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-15-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              17

            	
              I-17-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-16-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              18

            	
              I-18-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-17-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              19

            	
              I-19-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-18-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              20

            	
              I-20-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-19-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              21

            	
              I-21-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-20-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              22

            	
              I-22-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-21-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              23

            	
              I-23-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-22-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              24

            	
              I-24-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-23-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              25

            	
              I-25-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-24-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              26

            	
              I-26-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-25-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              27

            	
              I-27-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-26-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              28

            	
              I-28-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-27-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              29

            	
              I-29-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-28-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              30

            	
              I-30-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-29-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              31

            	
              I-31-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-30-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              32

            	
              I-32-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-31-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              33

            	
              I-33-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-32-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              34

            	
              I-34-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-33-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              35

            	
              I-35-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-34-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              36

            	
              I-36-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-35-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              37

            	
              I-37-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-36-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              38

            	
              I-38-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-37-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              39

            	
              I-39-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-38-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              40

            	
              I-40-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-39-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              41

            	
              I-41-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-40-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              42

            	
              I-42-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-41-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              43

            	
              I-43-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-42-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              44

            	
              I-44-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-43-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              45

            	
              I-45-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-44-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              46

            	
              I-46-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-45-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              47

            	
              I-47-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-46-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              48

            	
              I-48-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-47-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              49

            	
              I-49-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-48-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              50

            	
              I-50-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-49-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              51

            	
              I-51-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-50-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              52

            	
              I-52-A
                through I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-51-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              53
                through 57

            	
              I-53-A
                and I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-52-A

            	
              REMIC
                I Remittance Rate

            
	 	 	 
	
              58

            	
              I-54-A

            	
              2
                multiplied by Swap LIBOR, subject to a maximum rate of REMIC I Remittance
                Rate

            
	 	
              I-1-A
                through I-53-A

            	
              REMIC
                I Remittance Rate

            
	
              thereafter

            	
              I-1-A
                through I-54-A

            	
              REMIC
                I Remittance Rate

            


    

    


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

     

    
      
        	
                
                  Distribution
                    Date

                

              	
                
                  REMIC
                    I Regular Interest

                

              	
                
                  Rate

                

              
	
                1

              	
                II-1-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	 	 
	
                2

              	
                II-2-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                3

              	
                II-3-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  and II-2-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                4

              	
                II-4-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-3-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                5

              	
                II-5-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-4-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                6

              	
                II-6-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-5-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                7

              	
                II-7-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-6-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                8

              	
                II-8-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-7-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                9

              	
                II-9-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-8-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                10

              	
                II-10-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-9-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                11

              	
                II-11-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-10-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                12

              	
                II-12-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-11-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                13

              	
                II-13-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-12-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                14

              	
                II-14-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-13-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                15

              	
                II-15-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-14-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                16

              	
                II-16-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-15-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                17

              	
                II-17-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-16-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                18

              	
                II-18-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-17-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                19

              	
                II-19-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-18-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                20

              	
                II-20-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-19-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                21

              	
                II-21-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-20-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                22

              	
                II-22-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-21-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                23

              	
                II-23-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-22-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                24

              	
                II-24-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-23-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                25

              	
                II-25-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-24-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                26

              	
                II-26-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-25-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                27

              	
                II-27-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-26-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                28

              	
                II-28-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-27-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                29

              	
                II-29-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-28-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                30

              	
                II-30-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-29-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                31

              	
                II-31-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-30-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                32

              	
                II-32-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-31-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                33

              	
                II-33-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-32-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                34

              	
                II-34-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-33-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                35

              	
                II-35-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-34-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                36

              	
                II-36-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-35-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                37

              	
                II-37-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-36-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                38

              	
                II-38-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-37-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                39

              	
                II-39-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-38-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                40

              	
                II-40-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-39-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                41

              	
                II-41-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-40-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                42

              	
                II-42-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-41-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                43

              	
                II-43-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-42-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                44

              	
                II-44-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-43-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                45

              	
                II-45-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-44-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                46

              	
                II-46-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-45-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                47

              	
                II-47-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-46-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                48

              	
                II-48-A
                  and II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-47-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                49

              	
                II-49-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-48-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                50

              	
                II-50-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-49-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                51

              	
                II-51-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-50-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                52

              	
                II-52-A
                  through II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-51-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                53
                  through 57

              	
                II-53-A
                  and II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-52-A

              	
                REMIC
                  I Remittance Rate

              
	 	 	 
	
                58

              	
                II-54-A

              	
                2
                  multiplied by Swap LIBOR, subject to a maximum rate of REMIC I
                  Remittance
                  Rate

              
	 	
                II-1-A
                  through II-53-A

              	
                REMIC
                  I Remittance Rate

              
	
                thereafter

              	
                II-1-A
                  through II-54-A

              	
                REMIC
                  I Remittance Rate

              


      

    

    


    With
      respect to REMIC II Regular Interest LT-IO, the excess of (i) the Uncertificated
      REMIC I Pass-Through Rates for REMIC I Regular Interests ending with the
      designation “A”, over (ii) 2 multiplied by Swap LIBOR.

     

    Voting
      Rights:  The portion of the voting rights of all the Certificates
      that is allocated to any Certificate for purposes of the voting provisions
      of
      this Agreement.  At all times during the term of this Agreement, 99%
      of all Voting Rights shall be allocated among the Class 1-A-1, Class 1-A-2,
      Class 2-A-1, Class 2-A-2, Class M-1, Class M-2, Class M-3, Class M-4, Class
      M-5,
      Class M-6, Class M-7, Class M-8 and Class M-9 Certificates.  The
      portion of such 99% Voting Rights allocated to the Class 1-A-1, Class 1-A-2,
      Class 2-A-1, Class 2-A-2, Class M-1, Class M-2, Class M-3, Class M-4, Class
      M-5,
      Class M-6, Class M-7, Class M-8 and Class M-9 Certificates shall be allocated
      based on the fraction, expressed as a percentage, the numerator of which is
      the
      aggregate Class Principal Balance then outstanding and the denominator of which
      is the Class Principal Balance of all such Classes then
      outstanding.  The Class X Certificates shall be allocated 1% of the
      Voting Rights; provided, however, for so long as the Class X Certificates,
      or
      any portion thereof, are held in a NIM Trust, the holders of the Class X
      Certificates shall not be entitled to exercise any Voting Rights with respect
      to
      their  Certificates and the Voting Rights otherwise allocable to the
      Class X Certificates shall be allocated to the other Classes of Certificates
      other than the Class R Certificates and Class P Certificates.  Voting
      Rights shall be allocated among the Certificates within each such Class in
      accordance with their respective Percentage Interests.  The Class P
      Certificates and Class R Certificates shall have no Voting Rights.

     

    
      
        	
                 

              	
                SECTION
                  1.02.

              	
                Allocation
                  of Certain Interest
                  Shortfalls.

              


      

    

                                 .

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC I Group 1 Regular Interests for any Distribution Date, the aggregate
      amount of any Prepayment Interest Shortfalls (net of any Compensating Interest
      Payment) and any Relief Act Reductions incurred in respect of the Group 1 Loans
      for any Distribution Date shall be allocated first, to REMIC I Regular Interest
      I and to the REMIC I Group 1 Regular Interests ending with the designation
“B”,
      pro rata based on, and to the extent of, one month’s interest at the then
      applicable respective Uncertificated REMIC I Pass-Through Rates on the
      respective Uncertificated Principal Balances of each such REMIC I Regular
      Interest , and then, to REMIC I Group 1 Regular Interests ending with the
      designation “A”, pro rata based on, and to the extent of, one month’s interest
      at the then applicable respective Uncertificated REMIC I Pass-Through Rates
      on
      the respective Uncertificated Principal Balances of each such REMIC I Regular
      Interest.  For purposes of calculating the amount of Uncertificated
      Accrued Interest for the REMIC I Group 2 Regular Interests for any Distribution
      Date, the aggregate amount of any Prepayment Interest Shortfalls (net of any
      Compensating Interest Payment) and any Relief Act Reductions incurred in respect
      of the Group 2 Loans for any Distribution Date shall be allocated first, to
      REMIC I Regular Interest I and to the REMIC I Group 2 Regular Interests ending
      with the designation “B”, pro rata based on, and to the extent of, one month’s
      interest at the then applicable respective Uncertificated REMIC I Pass-Through
      Rates on the respective Uncertificated Principal Balances of each such REMIC
      I
      Regular Interest , and then, to REMIC I Group 2 Regular Interests ending with
      the designation “A”, pro rata based on, and to the extent of, one month’s
      interest at the then applicable respective Uncertificated REMIC I Pass-Through
      Rates on the respective Uncertificated Principal Balances of each such REMIC
      I
      Regular Interest.

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC II Regular Interests for any Distribution Date the REMIC II Marker
      Allocation Percentage of any aggregate amount of any Prepayment Interest
      Shortfalls and any Relief Act Interest Shortfalls incurred in respect of the
      Mortgage Loans shall be allocated among REMIC II Regular Interests LT-AA, LT-1A,
      LT-2A1, LT-2A2, LT-M-1, LT-M-2, LT-M-3, LT-M-4, LT-M-5, LT-M-6, LT-M-7, LT-M-8,
      LT-M-9 and LT-ZZ pro rata based on, and to the extent of, one month’s interest
      at the then applicable respective Uncertificated REMIC II Pass-Through Rate
      on
      the respective Uncertificated Principal Balance of each such REMIC II Regular
      Interest.

     

    For
      purposes of calculating the amount of Uncertificated Accrued Interest for the
      REMIC II Regular Interests for any Distribution Date the REMIC II Sub WAC
      Allocation Percentage of any aggregate amount of any Prepayment Interest
      Shortfalls and any Relief Act Interest Shortfalls incurred in respect of the
      Mortgage Loans shall be allocated among REMIC II Regular Interests LT-1SUB,
      LT-1GRP, LT-2SUB, LT-2GRP and LT-XX, pro rata based on, and to the extent of,
      one month’s interest at the then applicable respective Uncertificated REMIC II
      Pass-Through Rate on the respective Uncertificated Principal Balance of each
      such REMIC II Regular Interest.

     

    ARTICLE
      II

     

    CONVEYANCE
      OF MORTGAGE LOANS;

    REPRESENTATIONS
      AND WARRANTIES

     

    
      
        	
                 

              	
                SECTION
                  2.01.

              	
                Conveyance
                  of Trust Fund.

              


      

    

     

    (a)           The
      Depositor does hereby establish the CSMC Asset-Backed Trust 2007-NC1 OSI (the
      “Trust”) and sells, transfers, assigns, delivers, sets over and otherwise
      conveys to the Trustee in trust for the benefit of the Certificateholders,
      without recourse, the Depositor’s right, title and interest in and to
      (a) the Mortgage Loans listed in the Mortgage Loan Schedule, including all
      interest and principal received or receivable by the Depositor on or with
      respect to the Mortgage Loans after the Cut-off Date, but not including payments
      of principal and interest due and payable on the Mortgage Loans on or before
      the
      Cut-off Date, together with the Mortgage Files relating to the Mortgage Loans,
      (b) REO Property, (c) the Collection Account, the Certificate
      Account and all amounts deposited therein pursuant to the applicable provisions
      of this Agreement, (d) any insurance policies with respect to the Mortgage
      Loans, (e) the Depositor’s rights under the Assignment and Assumption
      Agreement, (f) the Supplemental Interest Account and (g) all proceeds of
      the conversion, voluntary or involuntary, of any of the foregoing into cash
      or
      other liquid property.  The parties hereto agree that it is not
      intended that any mortgage loan be conveyed to the Trust that is either (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 Loan Practices Act
      effective November 7, 2004 or (iv) a “High-Cost Home Loan” as defined by the
      Indiana High Cost Home Loan Law effective January 1, 2005.

     

    (b)           In
      connection with the transfer and assignment set forth in clause (a) above,
      the
      Depositor has delivered or caused to be delivered to a Custodian for the benefit
      of the Certificateholders, the documents and instruments with respect to each
      Mortgage Loan as assigned:

     

    (i)           (A)
      the original Mortgage Note bearing all intervening endorsements and including
      any riders to the Mortgage Note, endorsed “Pay to the order of ________________,
      without recourse” and signed in the name of the last named endorsee by an
      authorized officer or (B) with respect to any Lost Mortgage Note, a lost note
      affidavit stating that the original Mortgage Note was lost or destroyed,
      (together with a copy of such Mortgage Note, if available);

     

    (ii)           the
      original of any guarantee executed in connection with the Mortgage Note (if
      any);

     

    (iii)           for
      each Mortgage Loan that is not a MERS Mortgage Loan, the original Mortgage,
      with
      evidence of recording thereon, or copies certified by the related recording
      office or if the original Mortgage has not yet been returned from the recording
      office, a copy certified by or on behalf of the Seller indicating that such
      Mortgage has been delivered for recording (the return directions for the
      original Mortgage should indicate, when recorded, mail to the Seller) and in
      the
      case of each MERS Mortgage Loan, the original Mortgage, noting the presence
      of
      the MIN of the related Mortgage Loan and either language indicating that the
      Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan or if the
      Mortgage Loan was not a MOM Loan at origination, the original Mortgage and
      the
      assignment thereof to MERS, with evidence of recording indicated thereon or
      a
      copy of the Mortgage certified by the public recording office in which such
      Mortgage has been recorded;

     

    (iv)           the
      originals of all assumption, modification, consolidation or extension
      agreements, (or, if an original of any of these documents has not been returned
      from the recording office, a copy thereof certified by or on behalf of the
      Seller, the original to be delivered to the Seller forthwith after return from
      such recording office) with evidence of recording thereon, if any;

     

    (v)           for
      each Mortgage Loan that is not a MERS Mortgage Loan, the original Assignment
      of
      Mortgage as appropriate, in recordable form, for each Mortgage Loan from the
      last assignee assigned in blank;

     

    (vi)           for
      each Mortgage Loan that was not a MERS Mortgage Loan at its origination, the
      originals of any intervening recorded Assignments of Mortgage, showing a
      complete chain of assignment from origination to the last assignee, including
      warehousing assignments, with evidence of recording thereon (or, if an original
      intervening Assignment of Mortgage has not been returned from the recording
      office, a copy thereof certified by or on behalf of the Seller, the original
      to
      be delivered to the Custodian forthwith after return from such recording
      office);

     

    (vii)           the
      original mortgage title insurance policy, or copy of title commitment (or in
      appropriate jurisdictions, attorney’s opinion of title and abstract of title);
      and

     

    (viii)          with
      respect to a Cooperative Loan, if any, the originals of the following documents
      or instruments:

     

    (A)           the
      Cooperative Shares, together with the Stock Power in blank;

     

    (B)           the
      executed Security Agreement;

     

    (C)           the
      executed Proprietary Lease and the Assignment of Proprietary Lease to the
      originator of the Cooperative Loan;

     

    (D)           the
      executed Recognition Agreement;

     

    (E)           Copies
      of the original UCC financing statement, and any continuation statements, filed
      by the originator of such Cooperative Loan as secured party, each with evidence
      of recording thereof, evidencing the interest of the originator under the
      Security Agreement and the Assignment of Proprietary Lease, if any;

     

    (F)           Copies
      of the filed UCC assignments or amendments of the security interest referenced
      in clause (E) above showing an unbroken chain of title from the originator
      to
      the Trust, each with evidence of recording thereof, evidencing the interest
      of
      the assignee under the Security Agreement and the Assignment of Proprietary
      Lease, if any;

     

    (G)           An
      executed assignment of the interest of the originator in the Security Agreement,
      the Assignment of Proprietary Lease and the Recognition Agreement, showing
      an
      unbroken chain of title from the originator to the Trust, if any;
      and

     

    (H)           The
      original instrument or instruments effecting any modification or amendment,
      if
      any.

     

    In
      addition, in connection with the assignment of any MERS Mortgage Loan, the
      Seller agrees that it shall cause, at the Seller’s expense, the MERS® System to
      indicate that such Mortgage Loans have been assigned by the Seller to the
      Trustee in accordance with this Agreement for the benefit of the
      Certificateholders by including (or deleting, in the case of Mortgage Loans
      which are repurchased or substituted in accordance with this Agreement) the
      information required by the MERS® System to (a) identify the Trustee and (b)
      identify the series of the Certificates issued in connection with such Mortgage
      Loans.  On the date of the Trust Receipt and Final Certification, the
      Trustee shall provide the Seller a report describing whether or not such
      assignment has occurred.  The Seller further agrees that it shall not,
      and shall not permit a Servicer to, and each related Servicer agrees that it
      shall not, alter the information referenced in this paragraph with respect
      to
      any Mortgage Loan during the term of this Agreement unless and until such
      Mortgage Loan is repurchased or substituted in accordance with the terms of
      this
      Agreement.

     

    Further,
      the Servicer is authorized and empowered by the Trustee, on behalf of the
      Certificateholders and the Trustee, in its own name or in the name of any Sub
      Servicer, when a Servicer or any Sub Servicer, as the case may be, believes
      it
      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 costs incurred by a Servicer pursuant to
      this paragraph shall be considered a Servicing Advance and shall be
      reimburseable to such Servicer.

     

    In
      the
      event the Depositor delivers to a Custodian certified copies of any document
      or
      instrument set forth in 2.01(b) because of a delay caused by the public
      recording office in returning any recorded document, the Depositor shall deliver
      or cause to be delivered to such Custodian, within 60 days of the Closing Date,
      an Officer’s Certificate which shall (i) identify the recorded document, (ii)
      state that the recorded document has not been delivered to such Custodian due
      solely to a delay caused by the public recording office, and (iii) state the
      amount of time generally required by the applicable recording office to record
      and return a document submitted for recordation.

     

    In
      the
      event that in connection with any Mortgage Loan the Depositor cannot deliver
      (a)
      for a Mortgage Loan that is not a MERS Mortgage Loan, the original recorded
      Mortgage, (b) all interim recorded assignments or (c) the lender’s title policy
      (together with all riders thereto) satisfying the requirements set forth above,
      concurrently with the execution and delivery hereof because such document or
      documents have not been returned from the applicable public recording office
      in
      the case of clause (a) or (b) above, or because the title policy has not been
      delivered to the Seller or the Depositor by the applicable title insurer in
      the
      case of clause (c) above, the Depositor shall promptly deliver to the Custodian,
      in the case of clause (a) or (b) above, such original Mortgage or such interim
      assignment, as the case may be, with evidence of recording indicated thereon
      upon receipt thereof from the public recording office, or a copy thereof,
      certified, if appropriate, by the relevant recording office and, in the case
      of
      clause (c) above, any title policy upon receipt from the applicable title
      insurer.

     

    (c)           As
      promptly as practicable subsequent to such transfer and assignment, and in
      any
      event, within thirty (30) days thereafter, DLJMC shall, at its expense, (i)
      affix or cause to be affixed the Trustee’s name to each Assignment of Mortgage,
      as the assignee thereof, (ii) cause such assignment to be in proper form for
      recording in the appropriate public office for real property records within
      thirty (30) days after receipt thereof and (iii) cause to be delivered for
      recording in the appropriate public office for real property records the
      assignments of the Mortgages to the Trustee, except that, with respect to any
      assignment of a Mortgage as to which DLJMC has not received the information
      required to prepare such assignment in recordable form, DLJMC’s obligation to do
      so and to deliver the same for such recording shall be as soon as practicable
      after receipt of such information and in any event within thirty (30) days
      after
      the receipt thereof, and DLJMC need not cause to be recorded any assignment
      which relates to a Mortgage Loan in any jurisdiction under the laws of which,
      as
      evidenced by an Opinion of Counsel delivered by the Depositor (at the
      Depositor’s expense) to the Trustee and DLJMC, acceptable to the Rating
      Agencies, the recordation of such assignment is not necessary to protect the
      Trustee’s and the Certificateholders’ interest in the related Mortgage
      Loan.

     

    (d)           If
      any original Mortgage Note referred to in Section 2.01(b)(i) above cannot be
      located, the obligations of the Depositor to deliver such documents shall be
      deemed to be satisfied upon delivery to the Custodian of a photocopy of such
      Mortgage Note, if available, with a lost note affidavit and
      indemnity.  If any of the original Mortgage Notes for which a lost
      note affidavit and indemnity was delivered to the Custodian is subsequently
      located, such original Mortgage Note shall be delivered to such Custodian within
      three (3) Business Days.

     

    (e)           As
      set forth in the Standard Terms.

     

    (f)           As
      set forth in the Standard Terms.

     

    (g)           As
      set forth in the Standard Terms.

     

    (h)           Not
      applicable.

     

    (i)           Not
      applicable.

     

    (j)           As
      set forth in the Standard Terms.

     

    (k)           As
      set forth in the Standard Terms.

     

    
      
        	
                 

              	
                SECTION
                  2.02.

              	
                Acceptance
                  by the Trustee.

              


      

       

    

    (a)           Pursuant
      to the Custodial Agreement, the Custodian agrees to execute and deliver on
      the
      Closing Date to the Depositor and the Trustee a Trust Receipt and Initial
      Certification in the form annexed to the Custodial Agreement as Exhibit
      1.  Based on its review and examination, and only as to the documents
      identified in such Trust Receipt and Initial Certification, the Custodian
      acknowledges that such documents appear regular on their face and relate to
      such
      Mortgage Loan.  The Custodian shall be under no duty or obligation to
      inspect, review or examine said documents, instruments, certificates or other
      papers to determine that the same are genuine, enforceable or appropriate for
      the represented purpose or that they have actually been recorded in the real
      estate records or that they are other than what they purport to be on their
      face.

     

    Pursuant
      to the Custodial Agreement, not later than 90 days after the Closing Date,
      the
      Custodian shall deliver to the Depositor and the Trustee a Trust Receipt and
      Final Certification in the form annexed to the Custodial Agreement as Exhibit
      2,
      with any applicable exceptions noted thereon.

     

    Based
      solely upon the Trust Receipt and Initial Certification received from the
      Custodian, and subject to the provisions of Section 2.01 and any exceptions
      noted on an 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 shall hold such documents and the other documents
      delivered to it constituting the Mortgage File, and that it holds or shall
      hold
      all such assets and such other assets included in the definition of the Trust
      Fund in trust for the exclusive use and benefit of all present and future
      Certificateholders.

     

    If,
      in
      the course of such review and in accordance with the Custodial Agreement, the
      Custodian finds any document constituting a part of a Mortgage File which does
      not meet the requirements of Section 2.01, the Custodian shall list such as
      an
      exception in the Trust Receipt and Final Certification pursuant to the Custodial
      Agreement; provided, however, that the Custodian shall not make any
      determination as to whether (i) any endorsement is sufficient to transfer all
      right, title and interest of the party so endorsing, as noteholder or assignee
      thereof, in and to that Mortgage Note or (ii) any assignment is in recordable
      form or is sufficient to effect the assignment of and transfer to the assignee
      thereof under the mortgage to which the assignment relates.

     

    The
      Seller shall promptly correct or cure such defect within 90 days from the date
      it was so notified of such defect and, if the Seller does not correct or cure
      such defect within such period and such defect materially and adversely affects
      the interests of Certificateholders in the related Mortgage Loan, the Seller
      shall either (a) substitute for the related Mortgage Loan a Qualified Substitute
      Mortgage Loan, which substitution shall be accomplished in the manner and
      subject to the conditions set forth in Section 2.03, or (b) repurchase such
      Mortgage Loan within 90 days from the date that the Seller was notified of
      such
      defect in writing at the Purchase Price of such Mortgage Loan; or such longer
      period not to exceed 720 days from the Closing Date if the substitution or
      repurchase of a Mortgage Loan pursuant to this provision is required by reason
      of a delay in delivery of any documents by the appropriate recording office
      or
      title insurer, as applicable; provided, however, that the Seller shall have
      no
      liability for recording any Assignment of Mortgage in favor of the Trustee,
      and
      provided, further, that the Seller shall not be obligated to repurchase or
      cure
      any Mortgage Loan solely as a result of any other party’s failure to record such
      Assignment of Mortgage.  The Custodian, in accordance with the
      Custodial Agreement, shall deliver to each Rating Agency written notice, which
      may be an exception report, within 270 days from the Closing Date indicating
      each Mortgage Loan (a) for which a mortgage or assignment of mortgage required
      to be recorded hereunder has not been returned by the appropriate recording
      office or (b) as to which there is a dispute as to location or status of such
      Mortgage Loan.  Thereafter, upon request of the Depositor, the Trustee
      or a Rating Agency, the Custodian shall deliver an updated exception
      report.  In connection with any such substitution pursuant to clause
      (a) of the first sentence of this paragraph, the Custodian shall deliver an
      updated exception report.  Any such substitution pursuant to clause
      (a) of the first sentence of this paragraph shall shall not be effected prior
      to
      the delivery to the Trustee of (1) the Opinion of Counsel required by Section
      2.05 hereof, and (2) a Request for Release substantially in the form of Exhibit
      3 to the Custodial Agreement.  No substitution is permitted to be made
      in any calendar month after the Determination Date for such
      month.  The Purchase Price for any such Mortgage Loan shall be
      remitted by the Seller to the Servicer for deposit in the Collection Account
      on
      or prior to the Business Day immediately preceding such Distribution Date in
      the
      month following the month during which the Seller became obligated hereunder
      to
      repurchase or replace such Mortgage Loan.  Upon receipt of such
      remittance, the Servicer shall deliver a Request for Release with respect
      thereto substantially in the form of Exhibit 3 to the Custodial Agreement,
      with
      a copy to the Trustee, and upon receipt of such Request for Release, the
      Custodian shall release the related Mortgage File held for the benefit of the
      Certificateholders to the Seller, and the Trustee shall execute and deliver
      at
      the Seller’s direction such instruments of transfer or assignment prepared by
      the Seller, in each case without recourse, as shall be necessary to transfer
      title from the Trustee to the Seller.

     

    If
      pursuant to the preceding paragraph the Seller repurchases a Mortgage Loan
      that
      is a MERS Mortgage Loan, the Servicer shall, at the Seller’s expense, either (i)
      cause MERS to execute and deliver an Assignment of Mortgage in recordable form
      to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage
      to be removed from registration on the MERS® System in accordance with MERS’
rules and regulations or (ii) cause MERS to designate on the MERS® System the
      Seller as the beneficial holder of such Mortgage Loan.

     

    (b)           Not
      Applicable.

     

    (c)           As
      set forth in the Standard Terms.

     

    (d)           As
      set forth in the Standard Terms.

     

    (e)           Notwithstanding
      anything to the contrary contained herein, the parties hereto acknowledge that
      the functions with respect to the custody, acceptance, inspection,
      receipt  and release of the Mortgage Files and other documentation
      pursuant to Sections 2.01, 2.02 and 2.03 and preparation and delivery of the
      acknowledgements of receipt and the certifications required under such sections
      shall be performed by the Custodian pursuant to the terms and conditions of
      the
      Custodial Agreement.

     

    
      	
               

            	
              SECTION
                2.03.

            	
              Representations
                and Warranties of the Seller and
                Servicer.

            


    

     

    (a)           Each
      of DLJMC, in its capacity as a Seller, SPS, in its capacity as Servicer and
      Ocwen, in its capacity as Servicer, in each case hereby makes the
      representations and warranties set forth in Schedules IIA, IIB and IIC hereto,
      respectively, and by this reference incorporated herein, to the Depositor and
      the Trustee, as of the Closing Date, or if so specified therein, as of the
      Cut
      off Date or such other date as may be specified.

     

    (b)           As
      set forth in the Standard Terms.

     

    (c)           Upon
      discovery by any of the parties hereto of a breach of a representation or
      warranty made pursuant to Section 2.03(b) that materially and adversely affects
      the interests of the Certificateholders in any Mortgage Loan, the party
      discovering such breach shall give prompt notice thereof to the other
      parties.  The Seller hereby covenants that within 90 days of the
      earlier of its discovery or its receipt of written notice from any party of
      a
      breach of any representation or warranty made by it pursuant to Section 2.03(b)
      which materially and adversely affects the interests of the Certificateholders
      in any Mortgage Loan sold by the Seller to the Trust, it shall cure such breach
      in all material respects, and if such breach is not so cured, shall, (i) if
      such
      90 day period expires prior to the second anniversary of the Closing Date,
      remove such Mortgage Loan (a “Deleted Mortgage Loan”) from the Trust Fund and
      substitute in its place a Qualified Substitute Mortgage Loan, in the manner
      and
      subject to the conditions set forth in this Section 2.03; or (ii) repurchase
      the
      affected Mortgage Loan or Mortgage Loans at the Purchase Price in the manner
      set
      forth below; provided, however, that any such substitution pursuant to (i)
      above
      shall not be effected prior to the delivery to the Trustee of the Opinion of
      Counsel required by Section 2.05 hereof, if any, and any such substitution
      pursuant to (i) above shall not be effected prior to the additional delivery
      from the Servicer to the Trustee and the Custodian of a Request for Release
      substantially in the form of Exhibit 3 to the Custodial Agreement relating
      to
      the Deleted Mortgage Loan and the Mortgage File for any such Qualified
      Substitute Mortgage Loan. In connection with the breach of representation and
      warranty (xxv) set forth in Schedule III hereto, the Seller shall remit the
      amount of the Prepayment Premium to the Servicer for deposit in the Collection
      Account on or before the Business Day immediately preceding the Distribution
      Date in the month following the month during which the Seller became obligated
      hereunder to remit such Prepayment Premium.  The Seller shall promptly
      reimburse the Trustee, any Special Servicer and the Servicer (if the Servicer
      is
      not the Seller of such Mortgage Loan) for any actual out of pocket expenses
      reasonably incurred by the Trustee, any Special Servicer and the Servicer (if
      the Servicer is not the Seller of such Mortgage Loan) in respect of enforcing
      the remedies for such breach.  With respect to any representation and
      warranties described in this Section 2.03 which are made to the best of the
      Seller’s knowledge if it is discovered by any of the Depositor, the Seller, the
      Servicer, any Special Servicer or the Trustee that the substance of such
      representation and warranty is inaccurate and such inaccuracy materially and
      adversely affects the value of the related Mortgage Loan or the interests of
      the
      Certificateholders therein, notwithstanding the Seller’s lack of knowledge with
      respect to the substance of such representation or warranty, such inaccuracy
      shall be deemed a breach of the applicable representation or
      warranty.

     

    With
      respect to any Qualified Substitute Mortgage Loan or Loans, the Seller shall
      deliver to the Custodian for the benefit of the Certificateholders the Mortgage
      Note, the Mortgage, the related assignment of the Mortgage, and such other
      documents and agreements as are required by Section 2.01(b), with the Mortgage
      Note endorsed and the Mortgage assigned as required by Section
      2.01.  No substitution is permitted to be made in any calendar month
      after the Determination Date for such month.  Scheduled Payments due
      with respect to Qualified Substitute Mortgage Loans in the month of substitution
      shall not be part of the Trust Fund and shall be retained by the Seller on
      the
      next succeeding Distribution Date.  For the month of substitution,
      distributions to Certificateholders will include the monthly payment due on
      any
      Deleted Mortgage Loan for such month and thereafter the Seller shall be entitled
      to retain all amounts received in respect of such Deleted Mortgage
      Loan.  The Seller shall amend the Mortgage Loan Schedule for the
      benefit of the Certificateholders to reflect the removal of such Deleted
      Mortgage Loan and the substitution of the Qualified Substitute Mortgage Loan
      or
      Loans and the Seller shall deliver the amended Mortgage Loan Schedule to the
      Trustee and the Servicer.  Upon such substitution, the Qualified
      Substitute Mortgage Loan or Loans shall be subject to the terms of this
      Agreement in all respects, and the Seller shall be deemed to have made with
      respect to such Qualified Substitute Mortgage Loan or Loans, as of the date
      of
      substitution, the representations and warranties made pursuant to Section
      2.03(b) with respect to such Mortgage Loan.  Upon any such
      substitution and the deposit to the Collection Account of the amount required
      to
      be deposited therein in connection with such substitution as described in the
      following paragraph, the Trustee shall instruct the Custodian to release the
      Mortgage File held for the benefit of the Certificateholders relating to such
      Deleted Mortgage Loan to the Seller and the Trustee shall execute and deliver
      at
      the Seller’s direction such instruments of transfer or assignment prepared by
      the Seller, in each case without recourse, as shall be necessary to vest title
      in the Seller, or its designee, the Trustee’s interest in any Deleted Mortgage
      Loan substituted for pursuant to this Section 2.03.

     

    For
      any
      month in which the Seller substitutes one or more Qualified Substitute Mortgage
      Loans for one or more Deleted Mortgage Loans, the Trustee shall determine the
      amount (if any) by which the aggregate principal balance of all such Qualified
      Substitute Mortgage Loans as of the date of substitution is less than the
      aggregate Stated Principal Balance of all such Deleted Mortgage Loans (after
      application of the scheduled principal portion of the monthly payments due
      in
      the month of substitution).  The amount of such shortage (the
“Substitution Adjustment Amount”) plus an amount equal to the aggregate of any
      unreimbursed Advances, Servicing Advances and unpaid Servicing Fees with respect
      to such Deleted Mortgage Loans shall be remitted to the Servicer for deposit
      in
      the Collection Account by the Seller on or before the Business Day immediately
      preceding the Distribution Date in the month succeeding the calendar month
      during which the related Mortgage Loan became required to be repurchased or
      replaced hereunder.  Upon receipt of such remittance, the Servicer
      shall deliver a Request for Release with respect thereto substantially in the
      form of Exhibit 3 to the Custodial Agreement to the Custodian, with a copy
      to
      the Trustee.

     

    One
      or
      more mortgage loans may be substituted for one or more Deleted Mortgage
      Loans.  The determination of whether a mortgage loan is a Qualified
      Substitute Mortgage Loan may be satisfied on an individual
      basis.  Alternatively, if more than one mortgage loan is to be
      substituted for one or more Deleted Mortgage Loans, the characteristics of
      such
      mortgage loans and Deleted Mortgage Loans shall be aggregated or calculated
      on a
      weighted average basis, as applicable, in determining whether such mortgage
      loans are Qualified Substitute Mortgage Loans.

     

    In
      the
      event that the Seller shall be required to repurchase a Mortgage Loan pursuant
      to this Agreement, the Purchase Price therefor shall be remitted to the Servicer
      for deposit in the Collection Account on or before the Business Day immediately
      preceding the Distribution Date in the month following the month during which
      the Seller became obligated hereunder to repurchase or replace such Mortgage
      Loan.  Upon receipt of such remittance of the Purchase Price, the
      Servicer shall deliver a Request for Release with respect thereto substantially
      in the form of Exhibit 3 to the Custodial Agreement to the Custodian, with
      a
      copy to the Trustee, and upon receipt of such Request for Release, the Custodian
      shall release the related Mortgage File held for the benefit of the
      Certificateholders to such Person, and the Trustee shall execute and deliver
      at
      such Person’s direction such instruments of transfer or assignment prepared by
      such Person, in each case without recourse, as shall be necessary to transfer
      title from the Trustee.  It is understood and agreed that the
      obligation under this Agreement of any Person to cure, repurchase or substitute
      any Mortgage Loan as to which a breach has occurred and is continuing shall
      constitute the sole remedy against such Persons respecting such breach available
      to Certificateholders, the Depositor or the Trustee on their
      behalf.

     

    The
      representations and warranties made pursuant to this Section 2.03 shall survive
      delivery of the respective Mortgage Files to the Trustee or the Custodian for
      the benefit of the Certificateholders.

     

    Notwithstanding
      the foregoing, the substitution of a Deleted Mortgage Loan or the repurchase
      of
      a Mortgage Loan by the Seller shall be subject to, and shall in no way adversely
      affect, the rights of the owner of the servicing rights related to such Deleted
      Mortgage Loan or Mortgage Loan, as applicable.

     

    
      	
               

            	
              SECTION
                2.04.

            	
              Representations
                and Warranties of the Depositor as to the Mortgage
                Loans.

            


    

     

    As
      set
      forth in Section 2.04 of the Standard Terms.

     

    
      	
               

            	
              SECTION
                2.05.

            	
              Delivery
                of Opinion of Counsel in Connection with
                Substitutions.

            


    

     

    As
      set
      forth in Section 2.05 of the Standard Terms.

     

    
      
        	
                 

              	
                SECTION
                  2.06.

              	
                Issuance
                  of Certificates.

              


      

    

     

    As
      set
      forth in Section 2.06 of the Standard Terms.

     

    
      
        	
                 

              	
                SECTION
                  2.07.

              	
                REMIC
                  Provisions.

              


      

    

     

    The
      Preliminary Statement sets forth the designations and “latest possible maturity
      date” for federal income tax purposes of all interests created hereby. The
“Startup Day” for purposes of the REMIC Provisions shall be the Closing Date.
      The “tax matters person” with respect to each REMIC hereunder other than REMIC I
      shall be the holder of the Class R Certificate.  The tax matters
      person with respect to REMIC I shall be the holder of the Class R
      Certificate.  The Trustee on behalf of the holders of the Class R
      Certificates shall act as agent for the “tax matters person”.  By its
      acceptance of a Class R Certificate, each holder thereof shall have agreed
      to
      such appointment and shall have consented to the appointment of the Trustee
      as
      its agent to act on behalf of each REMIC pursuant to the specific duties
      outlined herein.  Each REMIC’s fiscal year shall be the calendar
      year.

     

    The
      Trustee shall treat the beneficial owners of Certificates (other than the Class
      P, Class X and Class R Certificates) as having entered into a notional principal
      contract with respect to the beneficial owners of the Class X
      Certificates.  Pursuant to each such notional principal contract, all
      beneficial owners of Offered Certificates (other than the Residual Certificates)
      shall be treated as having agreed to pay, on each Distribution Date, to the
      beneficial owners of the Class X Certificates an aggregate amount equal to
      the
      excess, if any, of (i) the amount payable on such Distribution Date on the
      interest in REMIC III and REMIC IV to each Class of Corresponding Certificates
      over (ii) the amount payable on such Class of Certificates on such Distribution
      Date (such excess, a “Class I Shortfall”).  A Class I Shortfall
      payable from interest collections shall be allocated pro rata among such
      Certificates based on the amount of interest otherwise payable to such
      Certificates, such interest being determined by substituting the REMIC Maximum
      Rate for the applicable Net Funds Cap in the definition of Pass-Through Rate
      for
      such Class of Certificates, and a Class I Shortfall payable from principal
      collections shall be allocated to the most subordinate Class of Certificates
      with an outstanding principal balance to the extent of such
      balance.  In addition, pursuant to such notional principal contract,
      the beneficial owner of the Class X Certificates shall be treated as having
      agreed to pay Basis Risk Shortfalls to the Owners of the Offered Certificates
      (other than the Residual Certificates) in accordance with the terms of this
      Agreement.  Any payments to the Certificates in light of the foregoing
      shall not be payments with respect to a “regular interest” in a REMIC within the
      meaning of Code Section 860G(a)(1).  However, any payment from the
      Certificates of a Class I Shortfall shall be treated for tax purposes as having
      been received by the beneficial owners of such Certificates in respect of their
      Interests in REMIC III or REMIC IV and as having been paid by such beneficial
      owners to the Supplemental Interest Trust pursuant to the notional principal
      contract.  Thus, each Certificate (other than a Class P and Class R
      Certificate) shall be treated as representing not only ownership of regular
      interests in the REMIC, but also ownership of an interest in (and obligations
      with respect to) a notional principal contract.  For tax purposes, the
      notional principal contract shall be deemed to have a value in favor of the
      Certificates entitled to receive Basis Risk Shortfalls of $10,000.00 as of
      the
      Closing Date.

     

    Notwithstanding
      the priority and sources of payments set forth in Article IV hereof or
      otherwise, the Trustee shall account for all distributions on the Certificates
      as set forth in this Section 2.07.  In no event shall any payments of
      Basis Risk Shortfalls provided for in this Section 2.07 be treated as payments
      with respect to a “regular interest” in a REMIC within the meaning of Code
      Section 860G(a)(1).

     

    The
      Trustee, the Servicer and the Holders of Certificates shall take any action
      or
      cause any REMIC to take any action necessary to create or maintain the status
      of
      each REMIC as a REMIC under the REMIC Provisions and shall assist each other
      as
      necessary to create or maintain such status.  None of the Trustee, the
      Servicer nor the Holder of any Residual Certificate shall knowingly take any
      action, cause any REMIC created hereunder to take any action or fail to take
      (or
      fail to cause to be taken) any action that, under the REMIC Provisions, if
      taken
      or not taken, as the case may be, could (i) endanger the status of any REMIC
      as
      a REMIC or (ii) result in the imposition of a tax upon any REMIC (including
      but
      not limited to the tax on prohibited transactions as defined in Code Section
      860F(a)(2) and the tax on prohibited contributions set forth on Section 860G(d)
      of the Code) (either such event, an “Adverse REMIC Event”) unless the Trustee
      and the Servicer have received an Opinion of Counsel (at the expense of the
      party seeking to take such action) to the effect that the contemplated action
      will not endanger such status or result in the imposition of such a
      tax.

     

    Each
      Holder of a Residual Certificate shall pay when due any and all taxes imposed
      on
      each REMIC created hereunder by federal or state governmental
      authorities.  To the extent that such Trust taxes are not paid by a
      Residual Certificateholder, the Trustee shall pay any remaining REMIC taxes
      out
      of current or future amounts otherwise distributable to the Holder of the
      Residual Certificate in the REMICs or, if no such amounts are available, out
      of
      other amounts held in the Distribution Account, and shall reduce amounts
      otherwise payable to Holders of regular interests in the related
      REMIC.

     

    The
      Trustee shall, for federal income tax purposes, maintain books and records
      with
      respect to each REMIC created hereunder on a calendar year and on an accrual
      basis.

     

    The
      Trustee will apply for an Employee Identification Number from the Internal
      Revenue Service via a Form SS-4 or other acceptable method for all tax
      entities.

     

    
      
        	
                 

              	
                SECTION
                  2.08.

              	
                Covenants
                  of the Servicer.

              


      

    

     

    (a)           The
      Servicer, severally and not jointly, hereby covenants to the Depositor and
      the
      Trustee as follows:

     

    (i)           The
      Servicer shall comply in the performance of its obligations under this Agreement
      in all material respects with all reasonable rules and requirements of the
      insurer under each Mortgage Guaranty Insurance Policy; and

     

    (ii)           No
      written information, certificate of an officer, statement furnished in writing
      or written report delivered to the Depositor, any affiliate of the Depositor
      or
      the Trustee and prepared by the Servicer pursuant to this Agreement shall
      contain any untrue statement of a material fact.

     

    (b)           The
      Servicer hereby agrees to indemnify the Trust Fund, the Depositor and the
      Trustee for losses, damages, penalties, fines, forfeitures, reasonable and
      necessary legal fees and related costs, judgments and other costs and expenses
      imposed on or incurred by the Trust Fund, the Depositor or the Trustee, as
      a
      result of a breach of the Servicer’s, as applicable, covenants set forth above
      in Section 2.08(a).

     

    
      
        	
                 

              	
                SECTION
                  2.09.

              	
                Conveyance
                  of REMIC Regular Interests and Acceptance of REMIC I, REMIC II,
                  REMIC III
                  and REMIC IV by the Trustee; Issuance of
                  Certificates.

              


      

    

     

    (a)           The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the REMIC
      I Regular Interests for the benefit of the Holder of the REMIC II Regular
      Interests and the Holders of the Class R-2 Interest. The Trustee acknowledges
      receipt of the REMIC I Regular Interests (each of which is uncertificated)
      and
      declares that it holds and will hold the same in trust for the exclusive use
      and
      benefit of the Holders of the REMIC II Regular Interests and Holder of the
      Class
      R-2 Interest. The interests evidenced by the Class R-2 Interest, together with
      the REMIC II Regular Interests, constitute the entire beneficial ownership
      interest in REMIC II.

     

    (b)           The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey in trust to the Trustee without
      recourse all the right, title and interest of the Depositor in and to the REMIC
      II Regular Interests for the benefit of the Holders of the Regular Certificates,
      the Class IO Interest and  the Class R-3 Interest. The Trustee
      acknowledges receipt of the REMIC II Regular Interests (each of which is
      uncertificated) and declares that it holds and will hold the same in trust
      for
      the exclusive use and benefit of the Holders of the Regular Certificates, the
      Class IO Interest and of the Class R-3 Interest. The interests evidenced by
      the
      Class R-3 Interest, together with the Regular Certificates and the Class IO
      Interest, constitute the entire beneficial ownership interest in REMIC
      III.

     

    (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 Class
      1-A Interest for the benefit of the Holders of the Class 1-A-1 Certificates
      and
      the Class 1-A-2 Certificates and  the Class R-4 Interest. The Trustee
      acknowledges receipt of the Class 1-A Interest and declares that it holds and
      will hold the same in trust for the exclusive use and benefit of the Holders
      of
      the Class 1-A-1 Certificates and the Class 1-A-2 Certificates and of the Class
      R-4 Interest. The interests evidenced by the Class R-4 Interest, together with
      the Class 1-A-1 Certificates and the Class 1-A-2 Certificates constitute the
      entire beneficial ownership interest in REMIC IV.

     

    (d)           In
      exchange for the REMIC II Regular Interests and the Class 1-A Interest and,
      concurrently with the assignment to the Trustee thereof, pursuant to the written
      request of the Depositor executed by an officer of the Depositor, the Trustee
      has executed, authenticated and delivered to or upon the order of the Depositor,
      the Regular Certificates in authorized denominations.

     

    (e)           Concurrently
      with (i) the assignment and delivery to the Trustee of REMIC I (including the
      Residual Interest therein represented by the Class R-1 Interest) and the
      acceptance by the Trustee thereof, pursuant to Section 2.01, Section 2.02 and
      Section 2.09(a); (ii) the assignment and delivery to the Trustee of REMIC II
      (including the Residual Interest therein represented by the Class R-2 Interest)
      and the acceptance by the Trustee thereof, pursuant to Section 2.09(b); (iii)
      the assignment and delivery to the Trustee of REMIC III (including the Residual
      Interest therein represented by the Class R-3 Interest) and the acceptance
      by
      the Trustee thereof, pursuant to Section 2.09(d); (iv) the assignment and
      delivery to the Trustee of REMIC IV (including the Residual Interest therein
      represented by the Class R-4 Interest) and the acceptance by the Trustee
      thereof, pursuant to Section 2.09(e) and the acceptance by the Trustee thereof,
      pursuant to Section 2.09(e), the Trustee, pursuant to the written request of
      the
      Depositor executed by an officer of the Depositor, has executed, authenticated
      and delivered to or upon the order of the Depositor, the Regular Certificates
      and the Class R Certificates in authorized denominations evidencing the Class
      R-1 Interest, the Class R-2 Interest, the Class R-3 Interest and the Class
      R-4
      Interest.

     

    ARTICLE
      III

     

    ADMINISTRATION
      AND SERVICING

    OF
      MORTGAGE LOANS

     

    
      
        	
                 

              	
                SECTION
                  3.01.

              	
                Servicer
                  to Service Mortgage
                  Loans.

              


      

    

     

    As
      set
      forth in Section 3.01 of the Standard Terms.

     

    
      	
               

            	
              SECTION
                3.02.

            	
              Subservicing;
                Enforcement of the Obligations of
                Sub-Servicers.

            


    

     

    As
      set
      forth in Section 3.02 of the Standard Terms.

     

    
      
        	
                 

              	
                SECTION
                  3.03.

              	
                [Reserved].

              


      

    

     

    
      
        	
                 

              	
                SECTION
                  3.04.

              	
                Trustee
                  to Act as Servicer.

              


      

    

     

    In
      the
      event that the Servicer shall for any reason no longer be a Servicer hereunder
      (including by reason of an Event of Default), then the Trustee or its successor
      shall thereupon assume all of the rights and obligations of the Servicer
      hereunder arising thereafter (except that the Trustee shall not be
      (i) liable for losses of the Servicer pursuant to Section 3.09 hereof
      or any acts or omissions of the related predecessor of the Servicer hereunder,
      (ii) obligated to make Advances if it is prohibited from doing so by
      applicable law, (iii) obligated to effectuate repurchases or substitutions
      of Mortgage Loans hereunder including, but not limited to, repurchases or
      substitutions of Mortgage Loans pursuant to Section 2.02, 2.03 or 3.17
      hereof or (iv) deemed to have made any representations and warranties of
      the Servicer hereunder); (v) be obligated to perform any obligation of the
      Servicer under Article XIII with respect to any period of time during which
      the
      Trustee was not acting as Servicer).  Any such assumption shall be
      subject to Section 8.02 hereof.  Notwithstanding the foregoing,
      if the Trustee has become the successor to the Servicer hereunder, the Trustee
      may, if it shall be unwilling to so act, or shall, if it is unable to so act,
      appoint, or petition a court of competent jurisdiction to appoint, any
      established mortgage loan servicing institution, the appointment of which does
      not adversely affect the then-current rating of the Certificates, as the
      successor to the Servicer hereunder in the assumption of all or any part of
      the
      responsibilities, duties or liabilities of the Servicer, as applicable,
provided that such successor to the Servicer, as applicable, shall not be
      deemed to have made any representation or warranty as to any Mortgage Loan
      made
      by the Servicer.

     

    The
      Servicer shall, upon request of the Trustee, but at the expense of the Servicer,
      deliver to the assuming party all documents and records relating to each
      Subservicing Agreement or substitute Subservicing Agreement and the Mortgage
      Loans then being serviced thereunder and hereunder by the Servicer and an
      accounting of amounts collected or held by it and otherwise use its best efforts
      to effect the orderly and efficient transfer of the Subservicing Agreement
      or
      substitute Subservicing Agreement to the assuming party.

     

    
      	
               

            	
              SECTION
                3.05.

            	
              Collection
                of Mortgage Loans; Collection Accounts; Certificate
                Account.

            


    

     

    (a)           Continuously
      from the date hereof until the principal and interest on all Mortgage Loans
      have
      been paid in full or such Mortgage Loans have become Liquidated Mortgage Loans,
      each Servicer shall proceed in accordance with Accepted Servicing Practices
      to
      collect all payments due under each of the related Mortgage Loans when the
      same
      shall become due and payable to the extent consistent with this Agreement and
      the terms and provisions of any related Mortgage Guaranty Insurance Policy
      and
      shall take special care with respect to the Mortgage Loans for which the
      Servicer collects escrow payments in ascertaining and estimating Escrow Payments
      and all other charges that will become due and payable with respect to the
      Mortgage Loans and the related Mortgaged Properties, to the end that the
      installments payable by the related Mortgagors will be sufficient to pay such
      charges as and when they become due and payable. Consistent with the foregoing,
      the Servicer may in its discretion extend the Due Dates for payments due on
      a
      Mortgage Note for a period not greater than 180 days; provided, however, that
      the Servicer can extend the maturity of any such Mortgage Loan past the date
      on
      which the final payment is due on the latest maturing Mortgage Loan as of the
      Cut off Date.  In the event of any such arrangement, the Servicer
      shall make Advances on the Mortgage Loans in accordance with the provisions
      of
      Section 5.01 during the scheduled period in accordance with the amortization
      schedule of such Mortgage Loan without modification thereof by reason of such
      arrangements. The Servicer shall not be required to institute or join in
      litigation with respect to collection of any payment (whether under a Mortgage,
      Mortgage Note or otherwise or against any public or governmental authority
      with
      respect to a taking or condemnation) if it reasonably believes that enforcing
      the provision of the Mortgage or other instrument pursuant to which such payment
      is required is prohibited by applicable law.

     

    In
      instances when a Mortgage Loan is in default or default is reasonably
      foreseeable (within the meaning of the REMIC Provisions), and if in the
      Servicer’s determination, in accordance with Accepted Servicing Practices, such
      modification is not materially adverse to the interests of the
      Certificateholders (taking into account any estimated Realized Loss that might
      result absent such action), the related Servicer may modify the terms of such
      Mortgage Loan to (1) capitalize to the outstanding principal balance of such
      Mortgage Loan unpaid principal and interest and other amounts owing under such
      Mortgage Loan and, without duplication, unreimbursed Advances, unreimbursed
      Servicing Advances, unpaid Servicing Fees and related amounts due to the related
      Servicer; (2) defer such amounts to a balloon payment due on the final payment
      date of such Mortgage Loan; (3) extend the maturity of any such Mortgage Loan,
      but in no instance past the date on which the final payment is due on the latest
      maturing Mortgage Loan in the related Loan Group as of the Cut off Date; (4)
      reduce the related Mortgage Rate; (5) accept less than the outstanding principal
      balance as satisfaction of such Mortgage Loan; (6) convert an adjustable rate
      Mortgage Loan to a fixed rate Mortgage Loan; and/or (7) reduce the outstanding
      principal balance and/or unpaid interest and other amounts owing under such
      Mortgage Loan.

     

    (b)           As
      set forth in the Standard Terms.

     

    (c)           As
      set forth in the Standard Terms.

     

    (d)           On
      or prior to the Closing Date, the Trustee shall establish and maintain, on
      behalf of the Certificateholders, the Certificate Account.  The
      Trustee shall, promptly upon receipt, deposit in the Certificate Account and
      retain therein the following:

     

    (i)           pursuant
      to Section 3.08(a)(ix), the aggregate amount remitted by the Servicer
      to the Trustee;

     

    (ii)           any
      amount deposited by the Servicer or the Trustee pursuant to
      Section 3.05(e) in connection with any losses on Eligible
      Investments;

     

    (iii)           any
      other amounts deposited hereunder which are required to be deposited in the
      Certificate Account.

     

    In
      the
      event that the Servicer shall remit to the Trustee any amount not required
      to be
      remitted, the Servicer may at any time direct the Trustee to withdraw such
      amount from the Certificate Account, any provision herein to the contrary
      notwithstanding.  Such direction may be accomplished by delivering an
      Officer’s Certificate to the Trustee which describes the amounts deposited in
      error in the Certificate Account.  All funds deposited in the
      Certificate Account shall be held by the Trustee in trust for the
      Certificateholders until disbursed in accordance with this Agreement or
      withdrawn in accordance with Section 3.08(b).  In no event shall
      the Trustee incur liability for withdrawals from the Certificate Account at
      the
      direction of the Servicer.

     

    (e)           Each
      institution at which a Collection Account or the Certificate Account is
      maintained shall either hold such funds on deposit uninvested or shall invest
      the funds therein as directed in writing by the Servicer or the Trustee,
      respectively, in Eligible Investments, which shall mature not later than
      (i) in the case of a Collection Account, the Cash Remittance Date and
      (ii) in the case of the Certificate Account or a Capitalized Interest
      Account, the Business Day immediately preceding the Distribution Date, or on
      the
      Distribution Date, with respect to Eligible Investments invested with an
      affiliate of the Trustee.  All income and gain net of any losses
      realized from any such balances or investment of funds on deposit in a
      Collection Account shall be for the benefit of the Servicer as servicing
      compensation and shall be remitted to it monthly as provided
      herein.  The amount of any realized losses in a Collection Account
      incurred in any such account in respect of any such investments shall promptly
      be deposited by the Servicer (from its own funds) in the Collection
      Account.  The Trustee shall not be liable for the amount of any loss
      incurred in respect of any investment or lack of investment of funds held in
      a
      Collection Account and made in accordance with this Section 3.05. All
      income and gain net of any losses realized from any such investment of funds
      on
      deposit in the Certificate Account shall be for the benefit of the Trustee
      as
      compensation and shall be remitted to it monthly as provided
      herein.  The amount of any realized losses in the Certificate Account
      incurred in any such account in respect of any such investments shall promptly
      be deposited by the Trustee (from its own funds) in the Certificate
      Account.

     

    (f)           As
      set forth in the Standard Terms.

     

    
      	
               

            	
              SECTION
                3.06.

            	
              Establishment
                of and Deposits to Escrow Accounts; Permitted Withdrawals from Escrow
                Accounts; Payments of Taxes, Insurance and Other
                Charges.

            


    

     

    As
      set
      forth in Section 3.06 of the Standard Terms.

     

    
      	
               

            	
              SECTION
                3.07.

            	
              Access
                to Certain Documentation and Information Regarding the Mortgage Loans;
                Inspections.

            


    

     

    As
      set
      forth in Section 3.07 of the Standard Terms.

     

    
      	
               

            	
              SECTION
                3.08.

            	
              Permitted
                Withdrawals from the Collection Accounts and Certificate
                Account.

            


    

     

    (a)           The
      Servicer may from time to time make withdrawals from the Collection Account
      for
      the following purposes:

     

    (i)           to
      pay to the Servicer (to the extent not previously retained by the Servicer)
      the
      servicing compensation to which it is entitled pursuant to Section 3.14,
      and to pay to the Servicer, as additional servicing compensation, earnings
      on or
      investment income with respect to funds in or credited to such Collection
      Account;

     

    (ii)           to
      reimburse the Servicer for unreimbursed Advances made by it, such right of
      reimbursement pursuant to this subclause (ii) being limited to amounts
      received on the Mortgage Loan(s) in respect of which any such Advance was made
      (including without limitation, late recoveries of payments, Liquidation Proceeds
      and Insurance Proceeds to the extent received by the Servicer);

     

    (iii)           to
      reimburse the Servicer for any Nonrecoverable Advance previously made or any
      amount expended pursuant to Section 3.11(a);

     

    (iv)           to
      reimburse the Servicer for (A) unreimbursed Servicing Advances or the Servicer’s
      right to reimbursement pursuant to this clause (A) with respect to any Mortgage
      Loan being limited to amounts received on such Mortgage Loan which represent
      late payments of principal and/or interest (including, without limitation,
      Liquidation Proceeds and Insurance Proceeds with respect to such Mortgage Loan)
      respecting which any such advance was made and (B) for unpaid Servicing Fees
      as
      provided in Section 3.11 hereof;

     

    (v)           to
      pay to the purchaser, with respect to each Mortgage Loan or property acquired
      in
      respect thereof that has been purchased pursuant to Section 2.02, 2.03 or
      3.11, all amounts received thereon after the date of such purchase;

     

    (vi)           to
      make any payments required to be made pursuant to Section 2.07
      (g);

     

    (vii)           to
      reimburse the Seller, the Servicer or the Depositor for expenses incurred by
      any
      of them and reimbursable pursuant to Section 7.03 hereof;

     

    (viii)          to
      withdraw any amount deposited in such Collection Account and not required to
      be
      deposited therein;

     

    (ix)           on
      the Cash Remittance Date, to withdraw the amount required to make payments
      to
      the Certificateholders as set forth herein (including amounts in respect of
      any
      Purchase Price relating to the purchases of Mortgage Loans pursuant to Sections
      2.02, 2.03 or 3.17 received during the related Repurchase Period) and shall
      remit the aggregate of such amounts to the Trustee for deposit in the
      Certificate Account;

     

    (x)           with
      respect to each Mortgage Loan covered by a Lender Paid Mortgage Guaranty
      Insurance Policy, to effect timely payment of the related premiums on such
      Mortgage Guaranty Insurance Policy, as applicable, pursuant to
      Section 3.09(c), to the extent not deducted by the Servicer prior to
      deposit into the applicable Collection Account pursuant to
      Section 3.05(c);

     

    (xi)           notwithstanding
      anything to the contrary herein, to reimburse the Servicer for any unreimbursed
      Advances or Servicing Advances to the extent of funds held in the Collection
      Account for future distribution that were not required to make payments to
      the
      Certificateholders for such Distribution Date (provided that such amounts must
      be deposited into the Collection Account prior to the next Cash Remittance
      Date
      on which such amounts are to be used to make payments to the Certificateholders
      for the related Distribution Date);

     

    (xii)           to
      the extent not previously reimbursed pursuant to this Agreement, the Servicer
      may reimburse itself from amounts in the Collection Account to reimburse itself
      for litigation expenses incurred in connection with performing its servicing
      duties hereunder, subject to the Servicer’s indemnification obligations under
      this Agreement;

     

    (xiii)          to
      clear and terminate such Collection Account upon termination of this Agreement
      pursuant to Section 11.01 hereof; and

     

    (xiv)          to
      reimburse the Servicer for any Capitalization Reimbursement Amounts not
      previously reimbursed.

     

    The
      Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
      Mortgage Loan basis, for the purpose of justifying any withdrawal from the
      Collection Account pursuant to such subclauses (i), (ii), (iv) and
      (v).  Prior to making any withdrawal from a Collection Account
      pursuant to subclause (iii) for reimbursement of a Nonrecoverable Advance,
      the Servicer shall deliver to the Trustee a certificate of a Servicing Officer
      indicating the amount of any previous Advance or Servicing Advance determined
      by
      the Servicer to be a Nonrecoverable Advance and identifying the related Mortgage
      Loans(s), and their respective portions of such Nonrecoverable
      Advance.  In connection with the payment of a Purchase Price, if the
      Servicer is not required to remit unreimbursed Advances and Servicing Advances
      as specified in the definition of Purchase Price, the Servicer shall be deemed
      to have been reimbursed for such amount.

     

    If
      the
      Servicer fails to remit to the Trustee for distribution to the
      Certificateholders any payment, including any Advance to be made by the Servicer
      on a Cash Remittance Date (without regard to any grace period), the Servicer
      shall pay to the Trustee, for the account of the Trustee, interest on such
      late
      remittance from and including the Cash Remittance Date to but excluding the
      date
      on which such remittance is made, at an annual rate equal to the Federal Funds
      Rate plus one percentage point (but in no event greater than the maximum
      permitted by law).

     

    (b)           The
      Trustee shall withdraw funds from the Certificate Account for distributions
      to
      Certificateholders, in the manner specified in this Agreement (and to withhold
      from the amounts so withdrawn, the amount of any taxes that it is authorized
      to
      withhold pursuant to Section 2.07).  In addition, the Trustee may
      from time to time make withdrawals from the Certificate Account for the
      following purposes:

     

    (i)           to
      pay to itself any investment income earned for the related Distribution Date,
      and to pay to itself or any Custodian any other amounts (including any
      indemnification amounts) to which it or any Custodian is entitled to
      reimbursement or payment under the terms of this Agreement or the Custodial
      Agreement;

     

    (ii)           to
      withdraw and return to itself or the Servicer for deposit to the applicable
      Collection Account any amount deposited in the Certificate Account and not
      required to be deposited therein; and

     

    (iii)           to
      clear and terminate the Certificate Account upon termination of the Agreement
      pursuant to Section 11.01 hereof.

     

    
      	
               

            	
              SECTION
                3.09.

            	
              Maintenance
                of Hazard Insurance; Mortgage Impairment Insurance and Mortgage Guaranty
                Insurance Policy; Claims; Restoration of Mortgaged
                Property.

            


    

     

    (a)           The
      Servicer shall cause to be maintained for each related Mortgage Loan hazard
      insurance such that all buildings upon the related Mortgaged Property are
      insured by a generally acceptable insurer rated either: “V” or better in the
      current Best’s Key Rating Guide (“Best’s”) or acceptable to FNMA or FHLMC
      against loss by fire, hazards of extended coverage and such other hazards as
      are
      customary in the area where the related Mortgaged Property is located, in an
      amount which is at least equal to the lesser of (i) the replacement value
      of the improvements securing such Mortgage Loan and (ii) the greater of (A)
      the outstanding principal balance of such Mortgage Loan and (B) an amount such
      that the proceeds of such policy shall be sufficient to prevent the Mortgagor
      and/or the mortgagee from becoming a co insurer.

     

    If
      upon
      origination of the Mortgage Loan, the related Mortgaged Property was located
      in
      an area identified in the Federal Register by the Federal Emergency Management
      Agency as having special flood hazards (and such flood insurance has been made
      available), the Servicer shall cause a flood insurance policy to be maintained
      with respect to such Mortgage Loan.  Such policy shall meet the
      requirements of the current guidelines of the Federal Insurance Administration
      and be in an amount representing coverage equal to the lesser of (i) the
      minimum amount required, under the terms of coverage, to compensate for any
      damage or loss on a replacement cost basis (or the unpaid principal balance
      of
      the mortgage if replacement cost coverage is not available for the type of
      building insured) and (ii) the maximum amount of insurance which is
      available under the Flood Disaster Protection Act of 1973, as
      amended.

     

    If
      a
      Mortgage related to a Mortgage Loan is secured by a unit in a condominium
      project, the Servicer shall verify that the coverage required of the owner’s
      association, including hazard, flood, liability, and fidelity coverage, is
      being
      maintained in accordance with the requirements of the Servicer for mortgage
      loans that it services on its own account.

     

    The
      Servicer shall cause to be maintained on each Mortgaged Property related to
      a
      Mortgage Loan such other additional special hazard insurance as may be required
      pursuant to such applicable laws and regulations as shall at any time be in
      force and as shall require such additional insurance, or pursuant to the
      requirements of any Mortgage Guaranty Insurance Policy insurer, or as may be
      required to conform with Accepted Servicing Practices to the extent permitted
      by
      the Mortgage Note, the Mortgage or applicable law provided that the Servicer
      shall not be required to bear the cost of such insurance.

     

    All
      policies required hereunder shall name the Servicer as loss payee and shall
      be
      endorsed with standard or union mortgagee clauses, without contribution, which
      shall provide for prior written notice of any cancellation, reduction in amount
      or material change in coverage.

     

    The
      Servicer shall not interfere with the Mortgagor’s freedom of choice at the
      origination of such Mortgage Loan in selecting either his insurance carrier
      or
      agent, provided, however, that the Servicer shall not accept any
      such insurance policies from insurance companies unless such companies are
      rated: B:III or better in Best’s or acceptable to FNMA or FHLMC and are licensed
      to do business in the jurisdiction in which the Mortgaged Property is located.
      The Servicer shall determine that such policies provide sufficient risk coverage
      and amounts, that they insure the property owner, and that they properly
      describe the property address.

     

    Pursuant
      to Section 3.05, any amounts collected by the Servicer under any such
      policies (other than amounts to be deposited in the related Escrow Account
      and
      applied to the restoration or repair of the related Mortgaged Property, or
      property acquired in liquidation of the Mortgage Loan, or to be released to
      the
      Mortgagor, in accordance with the Servicer’s normal servicing procedures) shall
      be deposited in the Collection Account (subject to withdrawal pursuant to
      Section 3.08(a)).

     

    Any
      cost
      incurred by the Servicer in maintaining any such insurance shall not, for the
      purpose of calculating monthly distributions to the Certificateholders or
      remittances to the Trustee for their benefit, be added to the principal balance
      of the Mortgage Loan, notwithstanding that the terms of the Mortgage Loan so
      permit; provided, however, that the limitations contained in this
      sentence shall not apply to modifications made pursuant to
      Section 3.05(a).  Such costs shall constitute a Servicing Advance
      and will be reimbursable to the Servicer to the extent permitted by
      Section 3.08 hereof.  It is understood and agreed that no
      earthquake or other additional insurance is to be required of any Mortgagor
      related to a Mortgage Loan or maintained on property acquired in respect of
      a
      Mortgage related to a Mortgage Loan other than pursuant to such applicable
      laws
      and regulations as shall at any time be in force and as shall require such
      additional insurance.

     

    (b)           In
      the event that the Servicer shall obtain and maintain a blanket policy insuring
      against losses arising from fire and hazards covered under extended coverage
      on
      all of the related Mortgage Loans, then, to the extent such policy provides
      coverage in an amount equal to the amount required pursuant to
      Section 3.09(a) and otherwise complies with all other requirements of
      Section 3.09(a), it shall conclusively be deemed to have satisfied its
      obligations as set forth in Section 3.09(a).  Any amounts
      collected by the Servicer under any such policy relating to a Mortgage Loan
      shall be deposited in the Collection Account subject to withdrawal pursuant
      to
      Section 3.08(a).  Such policy may contain a deductible clause, in
      which case, in the event that there shall not have been maintained on the
      related Mortgaged Property a policy complying with Section 3.09(a), and
      there shall have been a loss which would have been covered by such policy,
      the
      Servicer shall deposit in the Collection Account at the time of such loss the
      amount not otherwise payable under the blanket policy because of such deductible
      clause, such amount to be deposited from the Servicer’s funds, without
      reimbursement therefor.  Upon request of the Trustee, the Servicer
      shall cause to be delivered to the Trustee a certified true copy of such policy
      and a statement from the insurer thereunder that such policy shall in no event
      be terminated or materially modified without 30 days’ prior written notice
      to the Trustee.  In connection with its activities as Servicer of the
      related Mortgage Loans, the Servicer agrees to present, on behalf of itself,
      the
      Depositor, and the Trustee for the benefit of the Certificateholders, claims
      under any such blanket policy.

     

    (c)           As
      set forth in the Standard Terms.

     

    (d)           As
      set forth in the Standard Terms.

     

    (e)           As
      set forth in the Standard Terms.

     

    (f)           With
      respect to any Mortgage Loan, if the Trustee is named as an additional loss
      payee, the Servicer is hereby empowered to endorse any loss draft issued in
      respect of such a claim in the name of the Trustee.

     

    
      	
               

            	
              SECTION
                3.10.

            	
              Enforcement
                of Due on Sale Clauses; Assumption
                Agreements.

            


    

     

    As
      set
      forth in Section 3.10 of the Standard Terms.

     

    
      	
               

            	
              SECTION
                3.11.

            	
              Realization
                Upon Defaulted Mortgage Loans.

            


    

     

    (a)           As
      set forth in the Standard Terms.

     

    (b)           As
      set forth in the Standard Terms.

     

    (c)           As
      set forth in the Standard Terms.

     

    (d)           The
      decision of the Servicer to foreclose on a defaulted Mortgage Loan shall be
      subject to a determination by the Servicer that the proceeds of such foreclosure
      would exceed the costs and expenses of bringing such a proceeding; provided
      that
      with respect to any second-lien Mortgage Loan, the Servicer may charge off
      such
      Mortgage Loan at the time such Mortgage Loan becomes 180 days delinquent (unless
      the Servicer anticipates future recoveries on such Mortgage Loan) and such
      Mortgage Loan shall be treated as a Liquidated Mortgage Loan.  Once a
      Mortgage Loan that is 180 days delinquent has been charged off, the Servicer
      will discontinue making Servicing Advances and the the Servicer will not be
      entitled to accrue additional servicing fees (except as provided
      below).  Any charged off second-lien Mortgage Loan shall be released
      from the Trust Fund to the Holder of the Class X Certificates at the time such
      Mortgage Loan becomes 360 days delinquent.  Any mortgage loan that is
      180 days delinquent that is charged off may continue to be serviced by the
      Servicer for the certificateholders using specialized collection procedures
      (including foreclosure, if appropriate).  The Servicer shall be
      entitled to servicing fees or reimbursement of expenses in connection with
      such
      second-lien Mortgage Loans serviced using specialized collection procedures
      after the date of charge off, but only to the extent of funds available from
      the
      aggregate amount of Recoveries on all such second-lien Mortgage
      Loans.  Prior to the release of a charged off second-lien Mortgage
      Loan to the Holder of the Class X Certificates, any Recovery on such Mortgage
      Loan shall be applied as described in this Agreement.  The income
      earned from the management of any REO Properties, net of reimbursement to such
      Servicer for expenses incurred (including any property or other taxes) in
      connection with such management and net of applicable accrued and unpaid
      Servicing Fees, and unreimbursed Advances and Servicing Advances, shall be
      applied to the payment of principal of and interest on the related defaulted
      Mortgage Loans (with interest accruing as though such Mortgage Loans were still
      current) and all such income shall be deemed, for all purposes in this
      Agreement, to be payments on account of principal and interest on the related
      Mortgage Notes and shall be deposited into the related Collection
      Account.  To the extent the net income received during any calendar
      month is in excess of the amount attributable to amortizing principal and
      accrued interest at the related Mortgage Rate on the related Mortgage Loan
      for
      such calendar month, such excess shall be considered to be a partial prepayment
      of principal of the related Mortgage Loan.

     

    (e)           As
      set forth in the Standard Terms.

     

    
      	
               

            	
              SECTION
                3.12.

            	
              Trustee
                to Cooperate; Release of Mortgage
                Files.

            


    

     

    As
      set
      forth in Section 3.12 of the Standard Terms.

     

    
      	
               

            	
              SECTION
                3.13.

            	
              Documents,
                Records and Funds in Possession of the Servicer to be Held for the
                Trust.

            


    

     

    Notwithstanding
      any other provisions of this Agreement, the Servicer shall transmit to the
      Custodian, as required by this Agreement all documents and instruments in
      respect of a Mortgage Loan coming into the possession of the Servicer from
      time
      to time required to be delivered to the Trustee, or such Custodian on its
      behalf, pursuant to the terms hereof and shall account fully to the Trustee
      for
      any funds received by the Servicer or which otherwise are collected by the
      Servicer as Liquidation Proceeds or Insurance Proceeds in respect of any
      Mortgage Loan.  All Mortgage Files and funds collected or held by, or
      under the control of, the Servicer in respect of any Mortgage Loans, whether
      from the collection of principal and interest payments or from Liquidation
      Proceeds, including but not limited to, any funds on deposit in a Collection
      Account, shall be held by the Servicer for and on behalf of the Trust or the
      Trustee and shall be and remain the sole and exclusive property of the Trust,
      subject to the applicable provisions of this Agreement.  The Servicer
      also agrees that it shall not create, incur or subject any Mortgage File or
      any
      funds that are deposited in the Collection Account, Certificate Account or
      any
      related Escrow Account, or any funds that otherwise are or may become due or
      payable to the Trust or the Trustee for the benefit of the Certificateholders,
      to any claim, lien, security interest, judgment, levy, writ of attachment or
      other encumbrance, or assert by legal action or otherwise any claim or right
      of
      setoff against any Mortgage File or any funds collected on, or in connection
      with, a Mortgage Loan, except, however, that the Servicer shall be entitled
      to
      set off against and deduct from any such funds any amounts that are properly
      due
      and payable to the Servicer under this Agreement.

     

    SECTION
      3.14.                                        Servicing
      Fee.

     

    (a)           As
      compensation for its services hereunder, the Servicer shall be entitled to
      withdraw from the applicable Collection Account or to retain from interest
      payments on the related Mortgage Loans, the amount of its Servicing Fee, for
      each Mortgage Loan serviced by it, less any amounts in respect of its Servicing
      Fee, as applicable, payable by the Servicer pursuant to
      Section 3.05(c)(vi). The Servicing Fee for the Servicer is limited to, and
      payable solely from, the interest portion of such Scheduled Payments collected
      by the Servicer or as otherwise provided in Section 3.08(a).  In
      connection with the servicing of any Special Serviced Mortgage Loan, any Special
      Servicer shall receive the Servicing Fee for such Special Serviced Mortgage
      Loan
      as its compensation and Ancillary Income with respect to Special Serviced
      Mortgage Loans.

     

    (b)           With
      respect to each Mortgage Loan, additional servicing compensation in the form
      of
      Ancillary Income and Excess Proceeds shall be retained by the Servicer and
      additional servicing compensation in the form of Payoff Interest, to the extent
      not required to make payments in respect of Compensating Interest Payments,
      shall be retained by the Servicer.  The Servicer shall be required to
      pay all expenses incurred by it in connection with its servicing activities
      hereunder (including the payment of any expenses incurred in connection with
      any
      Subservicing Agreement entered into pursuant to Section 3.02 and the
      payment of any premiums for insurance required pursuant to Section 3.16)
      and shall not be entitled to reimbursement thereof except as specifically
      provided for in this Agreement.

     

    (c)           Not
      applicable.

     

    SECTION
      3.15.                                           Access
      to Certain Documentation.

     

    Upon
      reasonable advance notice in writing for any review requiring on-site access
      or
      upon reasonable notice for any other type of access, the Servicer shall provide
      to the Depositor and the Trustee certain reports and reasonable access to
      information and documentation regarding the Mortgage Loans sufficient to permit
      any Certificateholder to comply with applicable regulations of the OTS, the
      FDIC
      or other regulatory authorities with respect to investment in the Certificates;
      provided, that the Servicer shall be entitled to be reimbursed by each
      such Certificateholder for actual expenses incurred in providing such reports
      and access.  Nothing in this Section 3.15 shall limit the
      obligation of the Servicer to observe any applicable law prohibiting disclosure
      of information regarding the Mortgagors and the failure of the Servicer to
      provide access as provided in this Section 3.15 or Section 3.07 as a
      result of such obligation shall not constitute a breach of this
      Section 3.15 or Section 3.07.  Nothing in this
      Section 3.15 shall require the Servicer to collect, create, collate or
      otherwise generate any information that it does not generate in its usual course
      of business.

     

    SECTION
      3.16.                                           Maintenance
      of Fidelity Bond and Errors and Omissions Insurance.

     

    The
      Servicer shall maintain with responsible companies, at its own expense, a
      blanket Fidelity Bond and an Errors and Omissions Insurance Policy, with broad
      coverage on all officers, employees or other persons acting in any capacity
      requiring such persons to handle funds, money, documents or papers relating
      to
      the Mortgage Loans (“Servicer Employees”). Any such Fidelity Bond and Errors and
      Omissions Insurance Policy shall be in the form of the Mortgage Banker’s Blanket
      Bond and shall protect and insure the Servicer against losses, including
      forgery, theft, embezzlement, fraud, errors and omissions and negligent acts
      of
      the Servicer Employees. Such Fidelity Bond and Errors and Omissions Insurance
      Policy also shall protect and insure the Servicer against losses in connection
      with the release or satisfaction of a related Mortgage Loan without having
      obtained payment in full of the indebtedness secured thereby.  No
      provision of this Section 3.16 requiring such Fidelity Bond and Errors and
      Omissions Insurance Policy shall diminish or relieve the Servicer from its
      duties and obligations as set forth in this Agreement.  The minimum
      coverage under any such bond and insurance policy shall be at least equal to
      the
      corresponding amounts required by FNMA, unless the Servicer has obtained a
      waiver of such requirement. Upon the request of the Trustee, the Servicer shall
      cause to be delivered to the Trustee a certificate of insurance of the insurer
      and the surety including a statement from the surety and the insurer that such
      fidelity bond and insurance policy shall in no event be terminated or materially
      modified without 30 days’ prior written notice to the Trustee.

     

    SECTION
      3.17.                                           Special
      Serviced Mortgage Loans; Repurchase of Certain Mortgage Loans.

     

    (a)           The
      Holder of the largest Percentage Interest of Class X Certificates may, at its
      discretion, appoint a Special Servicer; provided, that any such successor
      Special Servicer shall meet all the requirements of the Servicer under this
      Agreement and shall comply in all respects with the provisions of this Agreement
      applicable to the Servicer.  The Class X Certificateholder shall
      notify the Trustee and the Depositor upon the appointment of a Special Servicer
      and the Trustee shall notify the Servicer of such appointment.

     

    The
      Class
      X Certificateholder shall not appoint a Special Servicer under the terms of
      this
      Agreement with respect to any Mortgage Loans unless:

     

    (i)           such
      Special Servicer first agrees in writing with the Class X Certificateholder
      to
      deliver an Annual Statement of Compliance in such manner and at such times
      as
      required by Section 13.02 of this Agreement; and

     

    (ii)           such
      Special Servicer first agrees in writing with the Class X Certificateholder
      to
      deliver an Assessment of Compliance and an Accountant’s Attestation in such
      manner and at such times as required by Section 13.03(a) of this Agreement;
      and

     

    (iii)           such
      Special Servicer agrees to indemnify and hold harmless each of the Depositor
      and
      the Trustee and each Person, if any, who “controls” the Depositor or the Trustee
      within the meaning of the Securities Act and their respective officers,
      directors and affiliates from and against any losses, damages, penalties, fines,
      forfeitures, reasonable and necessary legal fees and related costs, judgments
      and other costs and expenses that such Person may sustain arising out of third
      party claims based on (i) the failure of such Special Servicer to deliver or
      cause to be delivered when required any Annual Statement of Compliance,
      Assessment of Compliance or Accountant’s Attestation required pursuant to
      Sections 13.02 and 13.03(a), or (ii) any material misstatement or omission
      contained in any Annual Statement of Compliance or Assessment of Compliance
      provided pursuant to Sections 13.02 and 13.03(a).

     

    (b)           The
      majority Class X Certificateholder may (but is not obligated to) direct any
      Special Servicer to assume the servicing from the Servicer (a “Transferring
      Servicer”) of any Mortgage Loan 90 days or more delinquent under the “MBA”
method.  Such Special Servicer shall thereupon assume all of the
      rights and obligations of the Transferring Servicer, as Servicer, hereunder
      arising thereafter and the Transferring Servicer shall have no further rights
      or
      obligations, as Servicer, hereunder with respect to such Mortgage Loan (except
      that such Special Servicer shall not be (i) liable for losses of the
      Transferring Servicer pursuant to Section 3.10 hereof or for any acts or
      omissions of the Transferring Servicer hereunder prior to the servicing transfer
      date, (ii) obligated to effectuate repurchases or substitutions of Mortgage
      Loans hereunder including, but not limited to, repurchases or substitutions
      of
      Mortgage Loans pursuant to Section 2.02 or 2.03 hereof or (iii) deemed to have
      made any representations and warranties of the Transferring Servicer
      hereunder).  Upon the transfer of the servicing of any such Mortgage
      Loan to a Special Servicer, such Special Servicer shall be entitled to the
      applicable Servicing Fee and other compensation accruing after the servicing
      transfer date with respect to such Mortgage Loans pursuant to Section
      3.15.

     

    In
      connection with the transfer of the servicing of any Mortgage Loan to a Special
      Servicer, the Transferring Servicer, at such Special Servicer’s expense, shall
      deliver to such Special Servicer all documents and records relating to such
      Mortgage Loans and an accounting of amounts collected or held by it and
      otherwise use its best efforts to effect the orderly and efficient transfer
      of
      the servicing to such Special Servicer.  On the servicing transfer
      date, such Special Servicer shall reimburse the Transferring Servicer for all
      unreimbursed Advances, Servicing Advances and Servicing Fees relating to the
      Mortgage Loans for which the servicing is being transferred.  A
      Special Servicer shall be entitled to be reimbursed pursuant to Section 3.09
      or
      otherwise pursuant to this Agreement for all such Advances, Servicing Advances
      and Servicing Fees paid by the Transferring Servicer pursuant to this Section
      3.17.  In addition, a Special Servicer shall notify the Trustee of
      such transfer and the effective date of such transfer, and amend the Mortgage
      Loan Schedule to reflect that such Mortgage Loans are Special Serviced Mortgage
      Loans.As set forth in the Standard Terms.

     

    (c)           The
      majority Class X Certificateholder, may (but is not obligated to) purchase
      from
      the Trust Fund, (a) any Mortgage Loan that is delinquent under the “MBA” method
      in payment 90 or more days for the purpose of loss mitigation or (b) any
      Mortgage Loan with respect to which there has been initiated legal action or
      other proceedings for the foreclosure of the related Mortgaged Property either
      judicially or non-judicially.  Any such purchase shall be made by such
      Certificateholder at a price equal to the Purchase Price for such Mortgage
      Loan.

     

    SECTION
      3.18.                                           [Reserved].

     

    SECTION
      3.19.                                           Notification
      of Adjustments.

     

    With
      respect to each Mortgage Loan, the Servicer shall adjust the Mortgage Rate
      on
      the related Adjustment Date in compliance with the requirements of applicable
      law and the related Mortgage and Mortgage Note.  The Servicer shall
      execute and deliver any and all necessary notices required under applicable
      law
      and the terms of the related Mortgage Note and Mortgage regarding the Mortgage
      Rate adjustments.  Upon the discovery by the Servicer or the receipt
      of notice from the Trustee that the Servicer has failed to adjust a Mortgage
      Rate in accordance with the terms of the related Mortgage Note, the Servicer
      shall immediately deposit in the Certificate Account from its own funds the
      amount of any interest loss or deferral caused the Trustee thereby.

     

    SECTION
      3.20.                                           [Reserved].

     

    SECTION
      3.21.                                           Prepayment
      Premiums.

     

    (a)           Notwithstanding
      anything in this Agreement to the contrary, in the event of a Principal
      Prepayment, the Servicer may not waive any Prepayment Premium or portion thereof
      required by the terms of the related Mortgage Note unless (i) the related
      Mortgage Loan is in default or foreseeable default and such waiver (a) is
      standard and customary in servicing mortgage loans similar to the Mortgage
      Loans
      and (b) would, in the reasonable judgment of the Servicer, maximize
      recovery of total proceeds taking into account the value of such Prepayment
      Premium and the related Mortgage Loan, (ii) (A) the enforceability thereof
      is limited (1) by bankruptcy, insolvency, moratorium, receivership, or other
      similar law relating to creditors’ rights generally or (2) due to acceleration
      in connection with a foreclosure or other involuntary payment, or (B) the
      enforceability is otherwise limited or prohibited by applicable law,
      (iii) the enforceability would be considered “predatory” pursuant to
      written guidelines issued by any applicable federal, state or local authority
      having jurisdiction over such matters, (iv) the Servicer is unable to
      locate documentation sufficient to allow it to confirm the existence and amount
      of such Prepayment Premium after using commercially reasonable efforts to locate
      such documentation, which efforts shall include, but are not limited to, seeking
      such documentation from the Depositor, the Seller, the Custodian and from its
      own records or files, (v) the related Mortgaged Property has been damaged such
      that the current value of the Mortgaged Property has been reduced by at least
      half as a result of a natural disaster or other insured or uninsured peril,
      and
      the borrower has elected to pay the loan in full rather than rebuild the
      Mortgaged Property, or (vi) with respect to SPS Serviced Mortgage Loans, SPS
      may
      waive Prepayment Premiums in connection with any refinancing of such Mortgage
      Loans by SPS or an affiliate thereof.  For the avoidance of doubt, the
      Servicer may waive an Prepayment Premium in connection with a short sale or
      short payoff on a defaulted Mortgage Loan.  If an applicable Servicer
      has waived all or a portion of an Prepayment Premium relating to a Principal
      Prepayment, other than as provided above, such Servicer shall deliver to the
      Trustee no later than the next succeeding Cash Remittance Date, for deposit
      into
      the Certificate Account, the amount of such Prepayment Premium (or such portion
      thereof as had been waived) for distribution in accordance with the terms of
      this Agreement, and if the Servicer fails to deliver such amount, any of the
      Trustee or the Seller may enforce such obligation of the Servicer to make such
      payment.  If the Servicer has waived all or a portion of an Prepayment
      Premium for any reason, it shall include such information, including the reason
      for such waiver, in any monthly reports it provides, and the Servicer shall
      notify the Trustee of such waiver.  Notwithstanding any provision in
      this Agreement to the contrary, in the event the Prepayment Premium payable
      under the terms of the related Mortgage Note is less than the amount of the
      Prepayment Premium set forth in the Mortgage Loan Schedule or other
      information provided to the Servicer, the Servicer shall not have any liability
      or obligation with respect to such difference.

     

    (b)           [Reserved].

     

    (c)           As
      set forth in the Standard Terms.

     

    SECTION
      3.22.                                           Advance
      Facility and Pledge of Servicing Rights.

     

    (a)           The
      Servicer is hereby authorized to enter into a financing or other facility (any
      such arrangement, an “Advance Facility”) under which (1) the Servicer assigns or
      pledges to another Person (an “Advancing Person”) the Servicer’s rights under
      this Agreement to be reimbursed for any Advances or Servicing Advances and/or
      (2) an Advancing Person agrees to fund some or all Advances and/or Servicing
      Advances required to be made by the Servicer pursuant to this
      Agreement.  No consent of the Trustee, Certificateholders or any other
      party is required before the Servicer may enter into an Advance Facility;
      provided, however, that the consent of the Trustee shall be required before
      the
      Servicer may cause to be outstanding at one time more than one Advance Facility
      with respect to Advances or more than one Advance Facility with respect to
      Servicing Advances.  Notwithstanding the existence of any Advance
      Facility under which an Advancing Person agrees to fund Advances and/or
      Servicing Advances on the Servicer’s behalf, the Servicer shall remain obligated
      pursuant to this Agreement to make Advances and Servicing Advances pursuant
      to
      and as required by this Agreement, and shall not be relieved of such obligations
      by virtue of such Advance Facility.  If each the Servicer enters into
      an Advance Facility, and for so long as an Advancing Person remains entitled
      to
      receive reimbursement for any Advances or Servicing Advances outstanding and
      previously unreimbursed pursuant to this Agreement, then the Servicer shall
      identify amounts collected that would otherwise be retained by the Servicer
      to
      reimburse it for previously unreimbursed Advances (“Advance Reimbursement
      Amounts”) and/or previously unreimbursed Servicing Advances (“Servicing Advance
      Reimbursement Amounts” and together with Advance Reimbursement Amounts,
“Reimbursement Amounts”) (in each case to the extent such type of Reimbursement
      Amount is included in the Advance Facility) as such amounts are received,
      consistently with the reimbursement rights set forth in this Agreement, and
      shall remit such Reimbursement Amounts in accordance with the documentation
      establishing the Advance Facility to such Advancing Person or to a trustee,
      agent or custodian (an “Advance Facility Trustee”) designated by such Advancing
      Person.  Notwithstanding the foregoing, if so required pursuant to the
      terms of the Advance Facility, the Servicer may direct the Trustee to, and
      if so
      directed the Trustee is hereby authorized to and shall, pay to the Advancing
      Person or the Advance Facility Trustee the Reimbursement Amounts identified
      pursuant to the preceding sentence.  Notwithstanding anything to the
      contrary herein, in no event shall Advance Reimbursement Amounts or Servicing
      Advance Reimbursement Amounts be included in Interest Remittance Amounts or
      Principal Remittance Amounts or distributed to
      Certificateholders.  The Servicer making an election to remit
      Reimbursement Amounts to the Trustee shall report to the Trustee the portions
      of
      the Reimbursement Amounts that consist of Advance Reimbursement Amounts and
      Servicing Advance Reimbursement Amounts, respectively.

     

    (b)           If
      the Servicer enters into an Advance Facility and makes the election to remit
      Reimbursement Amounts to the Trustee as described in Section 3.22(a), the
      Servicer and the related Advancing Person shall deliver to the Trustee a written
      notice and payment instruction (an “Advance Facility Notice”), providing the
      Trustee with written payment instructions as to where to remit Advance
      Reimbursement Amounts and/or Servicing Advance Reimbursement Amounts (each
      to
      the extent such type of Reimbursement Amount is included within the Advance
      Facility) on subsequent Distribution Dates.  The payment instruction
      shall require the applicable Reimbursement Amounts to be distributed to the
      Advancing Person or to an Advance Facility Trustee designated in the Advance
      Facility Notice.  An Advance Facility Notice may only be terminated by
      the joint written direction of the Servicer and the related Advancing Person
      (and any related Advance Facility Trustee); provided, however, that the
      provisions of this Section 3.22 shall cease to be applicable when all Advances
      and Servicing Advances funded by an Advancing Person, and when all Advances
      and
      Servicing Advances (the rights to be reimbursed for which have been assigned
      or
      pledged to an Advancing Person), have been repaid to the related Advancing
      Person in full.

     

    (c)           Reimbursement
      Amounts shall consist solely of amounts in respect of Advances and/or Servicing
      Advances made with respect to the Mortgage Loans for which the Servicer would
      be
      permitted to reimburse itself in accordance with Sections 3.07(d)(ii) and
      3.09(a)(ii), (iii) and (iv) hereof, assuming the Servicer had made the related
      Advance(s) and/or Servicing Advance(s).  Notwithstanding the
      foregoing, no Person shall be entitled to reimbursement from funds held in
      the
      Collection Account for future distribution to Certificateholders pursuant to
      the
      provisions of Section 4.01.  The Trustee shall not have any duty or
      liability with respect to the calculation of any Reimbursement Amount and,
      if
      the Servicer has elected to remit Reimbursement Amounts to the Trustee, shall
      be
      entitled to rely without independent investigation on the Advance Facility
      Notice and on the Servicer’s report of the amount of Advance Reimbursement
      Amounts and Servicing Advance Reimbursement Amounts that were included in the
      remittance from the Servicer to the Trustee pursuant to Section 3.09(a)(viii)
      or
      (ix).  The Servicer shall maintain and provide to any successor
      Servicer a detailed accounting on a loan-by-loan basis as to amounts advanced
      by, pledged or assigned to, and reimbursed to any Advancing
      Person.  The successor Servicer shall be entitled to rely on any such
      information provided by the predecessor Servicer, and the successor Servicer
      shall not be liable for any errors in such information.

     

    (d)           An
      Advancing Person who receives an assignment or pledge of the rights to be
      reimbursed for Advances and/or Servicing Advances, and/or whose obligations
      hereunder are limited to the funding of Advances and/or Servicing Advances
      shall
      not be required to meet the criteria for qualification of a Sub-Servicer set
      forth in Section 3.02 hereof.

     

    (e)           Reimbursement
      Amounts distributed with respect to each Mortgage Loan shall be allocated to
      outstanding unreimbursed Advances or Servicing Advances (as the case may be)
      made with respect to that Mortgage Loan on a “first-in, first-out” (FIFO)
      basis.  The Servicer entering into an Advance Facility shall provide
      to the related Advancing Person or Advance Facility Trustee loan-by-loan
      information with respect to each Reimbursement Amount remitted to such Advancing
      Person or Advance Facility Trustee on each Distribution Date or otherwise,
      to
      enable the Advancing Person or Advance Facility Trustee to make the FIFO
      allocation of each Reimbursement Amount with respect to each Mortgage
      Loan.  The Servicer shall remain entitled to be reimbursed by the
      Advancing Person or Advance Facility Trustee for all Advances and Servicing
      Advances funded by the Servicer to the extent the related rights to be
      reimbursed therefor have not been assigned or pledged to an Advancing
      Person.

     

    (f)           The
      Servicer who enters into an Advance Facility shall indemnify the Trustee, the
      Trust and any successor Servicer, as applicable, from and against any claims,
      losses, liabilities or damages resulting from any claim by the related Advancing
      Person, except to the extent that such claim, loss, liability or damage resulted
      from or arose out of negligence, recklessness or willful misconduct on the
      part
      of the Trustee or the successor Servicer, or failure by the successor Servicer
      or the Trustee to remit funds as required by this Agreement or the commission
      of
      an act or omission to act by the successor Servicer or the Trustee, and the
      passage of any applicable cure or grace period, such that an Event of Default
      under this Agreement occurs or such entity is subject to termination for cause
      under this Agreement.

     

    (g)           Any
      amendment to this Section 3.22 or to any other provision of this Agreement
      that
      may be necessary or appropriate to effect the terms of an Advance Facility
      as
      described generally in this Section 3.22, including amendments to add provisions
      relating to a successor Servicer, may be entered into by the Trustee, the Seller
      and the Servicer without the consent of any Certificateholder, notwithstanding
      anything to the contrary in Section 11.01 of or elsewhere in this
      Agreement.

     

    (h)           Notwithstanding
      anything to the contrary herein, the Servicer may pledge or assign as collateral
      all its rights, title and interest under this Agreement to a lender (the
“Servicing Rights Lender”) and allow such Servicing Rights Lender (i) to cause
      the transfer of servicing to a successor Servicer that meets the successor
      servicer requirements if the Servicer defaults under its agreements with the
      Servicing Rights Lender and (ii) upon an Event of Default and receipt of notice
      of termination by the Servicer, the Servicing Rights Lender may direct the
      Servicer or its designee to appoint a successor Servicer pursuant to the
      provisions, and subject to the conditions set forth in Section 8.02 regarding
      the Servicer’s appointment of a successor Servicer, provided,
      that:  (i) the Servicing Rights Lender’s rights are subject to this
      Agreement; and (ii) the Servicer shall remain subject to termination as servicer
      under this Agreement pursuant to the terms hereof.

     

    ARTICLE
      IV

     

    PAYMENTS
      AND STATEMENTS TO CERTIFICATEHOLDERS

     

    SECTION
      4.01.                                           Priorities
      of Distribution.

     

    (a)           On
      each Distribution Date, the Trustee shall distribute the Interest Remittance
      Amount for both Loan Groups for such date in the following order of priority;
      provided, however, that distributions made pursuant to subclause (iii) below
      will be made on the related Swap Payment Date to the extent such distributions
      are available to be made on such Distribution Date:

     

    (i)           from
      the Interest Remittance Amount for Loan Group 2, to the Trustee, the Trustee
      Fee
      for such Distribution Date;

     

    (ii)           from
      the Interest Remittance Amount for Loan Group 1, to the Trustee, any Trustee
      Fee
      remaining unpaid after giving effect to clause (i);

     

    (iii)           from
      the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the
      Supplemental Interest Account, pro rata based on the Interest Remittance Amount
      for each Loan Group, any Net Swap Payment and Swap Termination Payment (unless
      the Swap Counterparty is the Defaulting Party or the sole Affected Party (as
      defined in the ISDA Master Agreement)) owed to the Swap
      Counterparty;

     

    (iv)           from
      the Interest Remittance Amount for Loan Group 1 and Loan Group 2, to the Senior
      Certificates, pro rata based on amounts due, Current Interest and any
      Carryforward Interest for such Class and such Distribution Date, applied in
      accordance with the allocation rules set forth in (b) below;

     

    (v)           first,
      from the Interest Remittance Amount for Loan Group 2 and then from the from
      the
      Interest Remittance Amount for Loan Group 1, to the Class M-1 Certificates,
      Current Interest and any Carryforward Interest for such Class and such
      Distribution Date;

     

    (vi)           first,
      from the Interest Remittance Amount for Loan Group 2 and then from the Interest
      Remittance Amount for Loan Group 1, to the Class M-2 Certificates, Current
      Interest and any Carryforward Interest for such Class and such Distribution
      Date;

     

    (vii)           first,
      from the Interest Remittance Amount for Loan Group 2 and then from the Interest
      Remittance Amount for Loan Group 1, to the Class M-3 Certificates, Current
      Interest and any Carryforward Interest for such Class and such Distribution
      Date;

     

    (viii)                      first,
      from the Interest Remittance Amount for Loan Group 2 and then from the Interest
      Remittance Amount for Loan Group 1, to the Class M-4 Certificates, Current
      Interest and any Carryforward Interest for such Class and such Distribution
      Date;

     

    (ix)           first,
      from the Interest Remittance Amount for Loan Group 2 and then from the Interest
      Remittance Amount for Loan Group 1, to the Class M-5 Certificates, Current
      Interest and any Carryforward Interest for such Class and such Distribution
      Date;

     

    (x)           first,
      from the Interest Remittance Amount for Loan Group 2 and then from the Interest
      Remittance Amount for Loan Group 1, to the Class M-6 Certificates, Current
      Interest and any Carryforward Interest for such Class and such Distribution
      Date;

     

    (xi)           first,
      from the Interest Remittance Amount for Loan Group 2 and then from the Interest
      Remittance Amount for Loan Group 1, to the Class M-7 Certificates, Current
      Interest and any Carryforward Interest for such Class and such Distribution
      Date;

     

    (xii)           first,
      from the Interest Remittance Amount for Loan Group 2 and then from the Interest
      Remittance Amount for Loan Group 1, to the Class M-8 Certificates, Current
      Interest and any Carryforward Interest for such Class and such Distribution
      Date;

     

    (xiii)          first,
      from the Interest Remittance Amount for Loan Group 2 and then from the Interest
      Remittance Amount for Loan Group 1, to the Class M-9 Certificates, Current
      Interest and any Carryforward Interest for such Class and such Distribution
      Date; and

     

    (xiv)         for
      application as part of Monthly Excess Cashflow for such Distribution Date,
      as
      provided in Section 4.01(e), any such Interest Remittance Amount remaining
      after
      application pursuant to clauses (i) through (xiii) above for such Distribution
      Date.

     

    (b)           The
      Interest Remittance Amount for Loan Group 1 and Loan Group 2 distributed
      pursuant to clause (iv) above will be applied to the applicable Senior
      Certificates as follows:

     

    (i)           amounts
      distributed to the Class 1-A-1 Certificates and Class 1-A-2 Certificates will
      reduce the Interest Remittance Amount for Loan Group 1 before any reduction
      to
      the Interest Remittance Amount for Loan Group 2 in respect of such distribution;
      and

     

    (ii)           amounts
      distributed to the Class 2-A-1 Certificates and Class 2-A-2 Certificates shall
      reduce the Interest Remittance Amount for Loan Group 2 before any reduction
      to
      the Interest Remittance Amount for Loan Group 1 in respect of such
      distributions.

     

    (c)           On
      each Distribution Date (1) prior to the Stepdown Date or (2) with respect to
      which a Trigger Event has occurred and is continuing for that Distribution
      Date,
      the Trustee shall distribute the Principal Payment Amount for such date in
      the
      following order of priority; provided, however, that the distributions, if
      any,
      made pursuant to subclause (i) below will be made on the related Swap Payment
      Date to the extent such distributions are available to be made on such
      Distribution Date:

     

    (i)           first
      from the Principal Remittance Amount derived from Loan Group 2 and then from
      the
      Principal Remittance Amount derived from Loan Group 1, to the Supplemental
      Interest Account any unpaid Swap Termination Payment owed to the Swap
      Counterparty (unless the Swap Counterparty is the Defaulting Party or the sole
      Affected Party (as defined in the ISDA Master Agreement));

     

    (ii)           (A)           from
      the Principal Remittance Amount derived from Loan Group 1, sequentially, first
      to (x) the Class 1-A-1 Certificates and Class 1-A-2 Certificates, in accordance
      with the allocation rules set forth below, and then to (y) the Class 2-A-1
      Certificates and Class 2-A-2 Certificates, in that order, until the respective
      Class Principal Balance of such Class is reduced to zero; and

     

    (B)           from
      the Principal Remittance Amount derived from Loan Group 2, sequentially, first
      to (w) the Class R Certificates, until its Class Principal Balance has been
      reduced to zero, second (x) on the first Distribution Date after the final
      Prepayment Premium on any Mortgage Loan is due, to the Class P Certificates,
      until the Class Principal Balance is reduced to zero, third to (y) the Class
      2-A-1 Certificates and Class 2-A-2 Certificates, in that order, until the
      respective Class Principal Balance of such Class is reduced to zero, and fourth
      to (z) the Class 1-A-1 Certificates and Class 1-A-2 Certificates, in accordance
      with the allocation rules set forth below;

     

    (iii)           to
      the Class M-1 Certificates, until the Class Principal Balance of such Class
      has
      been reduced to zero;

     

    (iv)           to
      the Class M-2 Certificates, until the Class Principal Balance of such Class
      has
      been reduced to zero;

     

    (v)           to
      the Class M-3 Certificates, until the Class Principal Balance of such Class
      has
      been reduced to zero;

     

    (vi)           to
      the Class M-4 Certificates, until the Class Principal Balance of such Class
      has
      been reduced to zero;

     

    (vii)           to
      the Class M-5 Certificates, until the Class Principal Balance of such Class
      has
      been reduced to zero;

     

    (viii)          to
      the Class M-6 Certificates, until the Class Principal Balance of such Class
      has
      been reduced to zero;

     

    (ix)           to
      the Class M-7 Certificates, until the Class Principal Balance of such Class
      has
      been reduced to zero;

     

    (x)           to
      the Class M-8 Certificates, until the Class Principal Balance of such Class
      has
      been reduced to zero;

     

    (xi)           to
      the Class M-9 Certificates, until the Class Principal Balance of such Class
      has
      been reduced to zero; and

     

    (xii)           for
      application as part of Monthly Excess Cashflow for such Distribution Date,
      as
      provided in Section 4.01(e), any such Principal Payment Amount remaining after
      application pursuant to clauses (i) through (xi) above, for such Distribution
      Date.

     

    On
      any
      Distribution Date, amounts distributable to the Class 1-A-1 Certificates and
      Class 1-A-2 Certificates pursuant to clauses (ii)(A)(x) and (ii)(B)(z) shall
      be
      distributed concurrently, on a pro rata basis, to the Class 1-A-1 Certificates
      and Class 1-A-2 Certificates, based on the Class Principal Balances thereof,
      in
      each case until the Class Principal Balance thereof has been reduced to zero;
      provided however that if a Sequential Trigger Event is in effect, such amounts
      will be distributed sequentially, to the Class 1-A-1 Certificates and Class
      1-A-2 Certificates, in that order, in each case until the Class Principal
      Balance thereof has been reduced to zero.

     

    (d)           On
      each Distribution Date (1) on or after the Stepdown Date and (2) with respect
      to
      which a Trigger Event has not occurred or is not continuing for that
      Distribution Date, the Principal Payment Amount for such date will be paid
      in
      the following order of priority; provided, however, that the distributions,
      if
      any, made pursuant to subclause (i) below will be made on the related Swap
      Payment Date to the extent such distributions are available to be made on such
      Distribution Date:

     

    (i)           first
      from the Principal Remittance Amount derived from Loan Group 2 and then from
      the
      Principal Remittance Amount derived from Loan Group 1, to the Supplemental
      Interest Account any unpaid Swap Termination Payment owed to the Swap
      Counterparty (unless the Swap Counterparty is the Defaulting Party or the sole
      Affected Party (as defined in the ISDA Master Agreement));

     

    (ii)           (A)           from
      the Principal Remittance Amount derived from Loan Group 1, sequentially, first
      to (x) the Class 1-A-1 Certificates and Class 1-A-2 Certificates, in accordance
      with the allocation rules set forth below, and then to (y) the Class 2-A-1
      Certificates and Class 2-A-2 Certificates, in that order, until the respective
      Class Principal Balance of such Class is reduced to zero, the Group 1 Allocation
      Amount and the component of the Principal Remittance Amount representing
      payments under the Swap Agreement to cover Realized Losses on the Group 1
      Mortgage Loans; and

     

    (B)           from
      the Principal Remittance Amount derived from Loan Group 2, sequentially, to,
      first (x) on the first Distribution Date after the final Prepayment Premium
      on
      any Mortgage Loan is due, the Class P Certificates, until the Class Principal
      Balance is reduced to zero, second (y) the Class 2-A-1 Certificates and Class
      2-A-2 Certificates, in that order, until the respective Class Principal Balance
      of such Class is reduced to zero, and third (z) the Class 1-A-1 Certificates,
      and Class 1-A-2 Certificates, in accordance with the allocation rules set forth
      below, the Group 2 Allocation Amount and the component of the Principal
      Remittance Amount representing payments under the Swap Agreement to cover
      Realized Losses on the Group 2 Mortgage Loans;

     

    (iii)           to
      the Class M-1 Certificates, the M-1 Principal Payment Amount for such
      Distribution Date, until the Class Principal Balance of such Class has been
      reduced to zero;

     

    (iv)           to
      the Class M-2 Certificates, the M-2 Principal Payment Amount for such
      Distribution Date, until the Class Principal Balance of such Class has been
      reduced to zero;

     

    (v)           to
      the Class M-3 Certificates, the M-3 Principal Payment Amount for such
      Distribution Date, until the Class Principal Balance of such Class has been
      reduced to zero;

     

    (vi)           to
      the Class M-4 Certificates, the M-4 Principal Payment Amount for such
      Distribution Date, until the Class Principal Balance of such Class has been
      reduced to zero;

     

    (vii)           to
      the Class M-5 Certificates, the M-5 Principal Payment Amount for such
      Distribution Date, until the Class Principal Balance of such Class has been
      reduced to zero;

     

    (viii)          to
      the Class M-6 Certificates, the M-6 Principal Payment Amount for such
      Distribution Date, until the Class Principal Balance of such Class has been
      reduced to zero;

     

    (ix)           to
      the Class M-7 Certificates, the M-7 Principal Payment Amount for such
      Distribution Date, until the Class Principal Balance of such Class has been
      reduced to zero;

     

    (x)           to
      the Class M-8 Certificates, the M-8 Principal Payment Amount for such
      Distribution Date, until the Class Principal Balance of such Class has been
      reduced to zero;

     

    (xi)           to
      the Class M-9 Certificates, the M-9 Principal Payment Amount for such
      Distribution Date, until the Class Principal Balance of such Class has been
      reduced to zero;

     

    (xii)           for
      application as part of Monthly Excess Cashflow for such Distribution Date,
      as
      provided in Section 4.01(e), any such Principal Payment Amount remaining after
      application pursuant to clauses (i) through (xi) above, for such Distribution
      Date.

     

    On
      any
      Distribution Date, amounts distributable to the Class 1-A-1 Certificates and
      Class 1-A-2 Certificates pursuant to clauses (ii)(A)(x) and (ii)(B)(z) shall
      be
      distributed concurrently, on a pro rata basis, to the Class 1-A-1 Certificates
      and Class 1-A-2 Certificates, based on the Class Principal Balances thereof,
      in
      each case until the Class Principal Balance thereof has been reduced to zero;
      provided however that if a Sequential Trigger Event is in effect, such amounts
      will be distributed sequentially, to the Class 1-A-1 Certificates and Class
      1-A-2 Certificates, in that order, in each case until the Class Principal
      Balance thereof has been reduced to zero.

     

    (e)           On
      each Distribution Date, the Trustee shall distribute the Monthly Excess Cashflow
      for such date in the following order of priority; provided, however, that the
      distributions, if any, made pursuant to subclause (xii) will be made on the
      related Swap Payment Date to the extent such distributions are available to
      be
      made on such Distribution Date:

     

    (i)           (A)           until
      the aggregate Class Principal Balance of the LIBOR Certificates and the Class
      P
      Certificates equals the Aggregate Loan Balance for such Distribution Date minus
      the Targeted Overcollateralization Amount for such date, on each Distribution
      Date (a) prior to the Stepdown Date or (b) with respect to which a Trigger
      Event
      has occurred and is continuing for that Distribution Date, to the extent of
      Monthly Excess Interest for such Distribution Date, to the LIBOR Certificates,
      in the following order of priority:

     

    (aa)
      (i)
      to the extent of the Monthly Excess Interest derived from Loan Group 1,
      sequentially, first to (x) the Class 1-A-1 Certificates and Class 1-A-2
      Certificates, in accordance with the allocation rules set forth below, and
      then
      to (y) the Class 2-A-1 Certificates and Class 2-A-2 Certificates, in that order,
      until the respective Class Principal Balance of such Class is reduced to zero,
      the Group 1 Excess Interest Amount; and

     

    (ii)
      sequentially, first to (x) the Class 2-A-1 Certificates and Class 2-A-2
      Certificates, in that order, until the respective Class Principal Balance of
      such Class is reduced to zero, and then to (y) the Class 1-A-1 Certificates
      and
      Class 1-A-2 Certificates, in accordance with the allocation rules set forth
      below;

     

    (bb)           to
      the Class M-1 Certificates, until the Class Principal Balance of such Class
      has
      been reduced to zero;

     

    (cc)           to
      the Class M-2 Certificates, until the Class Principal Balance of such Class
      has
      been reduced to zero;

     

    (dd)           to
      the Class M-3 Certificates, until the Class Principal Balance of such Class
      has
      been reduced to zero;

     

    (ee)           to
      the Class M-4 Certificates, until the Class Principal Balance of such Class
      has
      been reduced to zero;

     

    (ff)           to
      the Class M-5 Certificates, until the Class Principal Balance of such Class
      has
      been reduced to zero;

     

    (gg)           to
      the Class M-6 Certificates, until the Class Principal Balance of such Class
      has
      been reduced to zero;

     

    (hh)           to
      the Class M-7 Certificates, until the Class Principal Balance of such Class
      has
      been reduced to zero;

     

    (ii)           to
      the Class M-8 Certificates, until the Class Principal Balance of such Class
      has
      been reduced to zero; and

     

    (jj)           to
      the Class M-9 Certificates, until the Class Principal Balance of such Class
      has
      been reduced to zero;

     

    (B)           on
      each Distribution Date on or after the Stepdown Date and with respect to which
      a
      Trigger Event has not occurred or is not continuing for that Distribution Date,
      to fund any principal distributions required to be made on such Distribution
      Date pursuant to Section 4.01(d), after giving effect to the distribution of
      the
      Principal Payment Amount for such Distribution Date, in accordance with the
      priorities set forth therein (any distributions required to be made pursuant
      to
      Section 4.01(d)(ii)(A) or (B) will be made notwithstanding the limitation in
      such clauses that the amounts distributed are derived from the Principal
      Remittance Amount);

     

    (ii)           to
      the Class M-1 Certificates, any Deferred Amount for such Class, with interest
      thereon at the applicable Pass-Through Rate;

     

    (iii)           to
      the Class M-2 Certificates, any Deferred Amount for such Class, with interest
      thereon at the applicable Pass-Through Rate;

     

    (iv)           to
      the Class M-3 Certificates, any Deferred Amount for such Class, with interest
      thereon at the applicable Pass-Through Rate;

     

    (v)           to
      the Class M-4 Certificates, any Deferred Amount for such Class, with interest
      thereon at the applicable Pass-Through Rate;

     

    (vi)           to
      the Class M-5 Certificates, any Deferred Amount for such Class, with interest
      thereon at the applicable Pass-Through Rate;

     

    (vii)           to
      the Class M-6 Certificates, any Deferred Amount for such Class, with interest
      thereon at the applicable Pass-Through Rate;

     

    (viii)          to
      the Class M-7 Certificates, any Deferred Amount for such Class, with interest
      thereon at the applicable Pass-Through Rate;

     

    (ix)           to
      the Class M-8 Certificates, any Deferred Amount for such Class, with interest
      thereon at the applicable Pass-Through Rate;

     

    (x)           to
      the Class M-9 Certificates, any Deferred Amount for such Class, with interest
      thereon at the applicable Pass-Through Rate;

     

    (xi)           to
      the Basis Risk Reserve Fund, the Required Basis Risk Reserve Fund Deposit,
      and
      from the Basis Risk Reserve Fund sequentially as follows:

     

    (A)           to
      the Class 1-A-1, Class 1-A-2, Class 2-A-1 and Class 2-A-2 Certificates, pro
      rata
      based on amounts due, any applicable Basis Risk Shortfall for such
      Class;

     

    (B)           to
      the Class M-1 Certificates, any applicable Basis Risk Shortfall for such
      Class;

     

    (C)           to
      the Class M-2 Certificates, any applicable Basis Risk Shortfall for such
      Class;

     

    (D)           to
      the Class M-3 Certificates, any applicable Basis Risk Shortfall for such
      Class;

     

    (E)           to
      the Class M-4 Certificates, any applicable Basis Risk Shortfall for such
      Class;

     

    (F)           to
      the Class M-5 Certificates, any applicable Basis Risk Shortfall for such
      Class;

     

    (G)           to
      the Class M-6 Certificates, any applicable Basis Risk Shortfall for such
      Class;

     

    (H)           to
      the Class M-7 Certificates, any applicable Basis Risk Shortfall for such
      Class;

     

    (I)           to
      the Class M-8 Certificates, any applicable Basis Risk Shortfall for such Class;
      and

     

    (J)           to
      the Class M-9 Certificates, any applicable Basis Risk Shortfall for such
      Class;

     

    (xii)           to
      the Supplemental Interest Account, any Swap Termination Payment (only if the
      Swap Counterparty is the Defaulting Party or the sole Affected Party (as defined
      in the ISDA Master Agreement)) owed to the Swap Counterparty;

     

    (xiii)           to
      the Class X Certificates, the Class X Distributable Amount for such Distribution
      Date together with amounts withdrawn from the Basis Risk Reserve Fund for
      distribution to the Class X Certificates pursuant to Sections 4.06(b), (c)
      and
      (d); and

     

    (xiv)           to
      the Class R Certificate, any remaining amount, provided, however, that any
      amount that would be distributable pursuant to this priority (xiv) shall not
      be
      paid with respect to the Class R Certificate but shall be paid instead with
      respect to the Class X Certificates pursuant to a contract that exists under
      this Agreement between the Class R Certificateholders and the Class X
      Certificateholders.

     

    Distributions
      pursuant to Section 4.01(e)(ii) through (x) on any Distribution Date will be
      made after giving effect to withdrawals from the Supplemental Interest Account
      to pay Deferred Amounts on such Distribution Date pursuant to Section
      4.01(h).  Distributions pursuant to Section 4.01(e)(xi)(A) – (J) on
      any Distribution Date will be made after giving effect to withdrawals from
      the
      Supplemental Interest Account to pay Basis Risk Shortfalls to the LIBOR
      Certificates on such Distribution Date.

     

    On
      any
      Distribution Date, amounts distributable to the Class 1-A-1 Certificates and
      Class 1-A-2 Certificates pursuant to clauses (i)(A)(aa)(i)(x) and
      (i)(A)(aa)(ii)(y) shall be distributed concurrently, on a pro rata basis, to
      the
      Class 1-A-1 Certificates and Class 1-A-2 Certificates, based on the Class
      Principal Balances thereof, in each case until the Class Principal Balance
      thereof has been reduced to zero; provided however that if a Sequential Trigger
      Event is in effect, such amounts will be distributed sequentially, to the Class
      1-A-1 Certificates and Class 1-A-2 Certificates, in that order, in each case
      until the Class Principal Balance thereof has been reduced to zero.

     

    (f)         
        [Reserved].

     

    (g)          
      [Reserved].

     

    (h)           On
      each Distribution Date, the Trustee shall distribute any Net Counterparty
      Payment for such date, sequentially, as follows:

     

    (i)           to
      the Senior Certificates, pro rata based on amounts due, Current Interest and
      any
      Carryforward Interest for such Class on such Distribution Date, after giving
      effect to distributions of interest pursuant to Section 4.01(a);

     

    (ii)           to
      the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7,
      Class M-8 and Class M-9 Certificates, in that order, Current Interest and any
      Carryforward Interest for such Class on such Distribution Date, after giving
      effect to distributions of interest pursuant to Section 4.01(a);

     

    (iii)           to
      the Principal Remittance Amount, the Net Cumulative Realized Loss Amount on
      such
      Distribution Date;

     

    (iv)           to
      the Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class
      M-7,
      Class M-8 and Class M-9 Certificates, in that order, any applicable Deferred
      Amounts, with interest thereon at the applicable Pass-Through Rate, prior to
      giving effect to amounts available to be paid in respect of Deferred Amounts
      pursuant to Section 4.01(e);

     

    (v)           to
      the LIBOR Certificates, any applicable Basis Risk Shortfalls in the same order
      and priority as described in Section 4.01(e), prior to giving effect to any
      withdrawals from the Basis Risk Reserve Fund or from amounts available to be
      paid in respect of Basis Risk Shortfalls pursuant to Section 4.01(e);
      and

     

    (vi)           to
      the Class X Certificates, any remaining amounts.

     

    On
      each
      Distribution Date, the Trustee shall withdraw any amounts then on deposit in
      the
      Certificate Account that represent Prepayment Premiums collected by the Servicer
      in connection with the Principal Prepayment of any Mortgage Loans or amounts
      deposited therein pursuant to Section 3.21 hereof and shall distribute such
      amounts to the Holder of the Class P Certificates.  Such distributions
      shall not be applied to reduce the Class Principal Balance of the Class P
      Certificates.

     

    SECTION
      4.02.                                           Allocation
      of Realized Losses.

     

    (a)           On
      each Distribution Date, the Trustee shall determine the total of the Applied
      Loss Amount, if any, for such Distribution Date.  The Applied Loss
      Amount for any Distribution Date shall be applied by reducing the Class
      Principal Balance of each Class of Subordinate Certificates beginning with
      the
      Class of Subordinate Certificates then outstanding with the lowest relative
      payment priority, in each case until the respective Class Principal Balance
      thereof is reduced to zero.  Any Applied Loss Amount allocated to a
      Class of Subordinate Certificates shall be allocated among the Subordinate
      Certificates of such Class in proportion to their respective Percentage
      Interests.

     

    (b)           All
      Realized Losses on the Group 1 Loans shall be allocated on each Distribution
      Date to the following REMIC I Regular Interests: first, to REMIC I Regular
      Interest I until the Uncertificated Principal Balance has been reduced to zero,
      and second, to REMIC I Regular Interest I-1-A through REMIC I Regular Interest
      I-54-B, starting with the lowest numerical denomination until such REMIC I
      Regular Interest has been reduced to zero, provided that, for REMIC I Regular
      Interests with the same numerical denomination, such Realized Losses shall
      be
      allocated pro rata between such REMIC I Regular Interests.  All
      Realized Losses on the Group 2 Loans shall be allocated on each Distribution
      Date to the following REMIC I Regular Interests: first, to REMIC I Regular
      Interest II until the Uncertificated Principal Balance has been reduced to
      zero,
      and second, to REMIC I Regular Interest II-1-A through REMIC I Regular Interest
      II-54-B, starting with the lowest numerical denomination until such REMIC I
      Regular Interest has been reduced to zero, provided that, for REMIC I Regular
      Interests with the same numerical denomination, such Realized Losses shall
      be
      allocated pro rata between such REMIC I Regular Interests.

     

    The
      REMIC
      II Marker Allocation Percentage of all Realized Losses on the REMIC II Regular
      Interests shall be deemed to have been allocated to the following REMIC II
      Regular Interests in the specified percentages, as follows: first to
      Uncertificated Accrued Interest payable to the REMIC II Regular Interests LT-AA
      and LT-ZZ up to an aggregate amount equal to the excess of (a) the REMIC II
      Interest Loss Allocation Amount over (b) Prepayment Interest Shortfalls (to
      the
      extent not covered by Compensating Interest) relating to the Mortgage Loans
      for
      such Distribution Date, 98% and 2%, respectively; second, to the Uncertificated
      Principal Balances of the REMIC II Regular Interests LT-AA and LT-ZZ up to
      an
      aggregate amount equal to the REMIC II Principal Loss Allocation Amount, 98%
      and
      2%, respectively; third, to the Uncertificated Principal Balances of REMIC
      II
      Regular Interest LT-AA, REMIC II Regular Interest LT-M-9 and REMIC II Regular
      Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC II Regular Interest LT-M-9 has been reduced to zero; fourth,
      to
      the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA, REMIC
      II Regular Interest LT-M-8 and REMIC II Regular Interest LT-ZZ, 98%, 1% and
      1%,
      respectively, until the Uncertificated Principal Balance of REMIC II Regular
      Interest LT-M-8 has been reduced to zero; fifth, to the Uncertificated Principal
      Balances of REMIC II Regular Interest LT-AA, REMIC II Regular Interest LT-M-7
      and REMIC II Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until the
      Uncertificated Principal Balance of REMIC II Regular Interest LT-M-7 has been
      reduced to zero; sixth, to the Uncertificated Principal Balances of REMIC II
      Regular Interest LT-AA, REMIC II Regular Interest LT-M-6 and REMIC II Regular
      Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC II Regular Interest LT-M-6 has been reduced to zero; seventh,
      to the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA,
      REMIC II Regular Interest LT-M-5 and REMIC II Regular Interest LT-ZZ, 98%,
      1%
      and 1%, respectively, until the Uncertificated Principal Balance of REMIC II
      Regular Interest LT-M-5 has been reduced to zero; eighth, to the Uncertificated
      Principal Balances of REMIC II Regular Interest LT-AA, REMIC II Regular Interest
      LT-M-4 and REMIC II Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until
      the Uncertificated Principal Balance of REMIC II Regular Interest LT-M-4 has
      been reduced to zero; seventh, to the Uncertificated Principal Balances of
      REMIC
      II Regular Interest LT-AA, REMIC II Regular Interest LT-M-3 and REMIC II Regular
      Interest LT-ZZ, 98%, 1% and 1%, respectively, until the Uncertificated Principal
      Balance of REMIC II Regular Interest LT-M-3 has been reduced to zero; sixth,
      to
      the Uncertificated Principal Balances of REMIC II Regular Interest LT-AA, REMIC
      II Regular Interest LT-M-2 and REMIC II Regular Interest LT-ZZ, 98%, 1% and
      1%,
      respectively, until the Uncertificated Principal Balance of REMIC II Regular
      Interest LT-M-2 has been reduced to zero; and eighth, to the Uncertificated
      Principal Balances of REMIC II Regular Interest LT-AA, REMIC II Regular Interest
      LT-M-1 and REMIC II Regular Interest LT-ZZ, 98%, 1% and 1%, respectively, until
      the Uncertificated Principal Balance of REMIC II Regular Interest LT-M-1 has
      been reduced to zero.

     

    The
      REMIC
      II Sub WAC Allocation Percentage of all Realized Losses on the REMIC I Regular
      Interests shall be deemed to have been allocated so as to keep the
      Uncertificated Principal Balance of each REMIC II Regular Interest ending with
      the designation “GRP” equal to 1.00% of the aggregate Stated Principal Balance
      of the Mortgage Loans in the related Loan Group; second, to each REMIC II
      Regular Interest ending with the designation “SUB,” so that the Uncertificated
      Principal Balance of each such REMIC II Regular Interest is equal to 1.00%
      of
      the excess of (x) the aggregate Stated Principal Balance of the Mortgage Loans
      in the related Loan Group over (y) the current Class Principal Balance of the
      Senior Certificates in the related Loan Group (except that if any such excess
      is
      a larger number than in the preceding distribution period, the least amount
      of
      Realized Losses shall be applied to such REMIC II Regular Interests such that
      the REMIC II Subordinated Balance Ratio is maintained); and third, any remaining
      Realized Losses shall be allocated to REMIC II Regular Interest
      LT-XX.

     

    SECTION
      4.03.                                           Recoveries.

     

    (a)           With
      respect to any Class of Certificates to which a Realized Loss or Applied Loss
      Amount, as applicable, has been allocated (including any such Class for
      which the related Class Principal Balance has been reduced to zero), the Class
      Principal Balance of such Class will be increased, up to the amount of
      related Recoveries for such Distribution Date as follows:

     

    the
      Class
      Principal Balance of the LIBOR Certificates will be increased in order of
      seniority, up to the Deferred Amount such Class is entitled to receive pursuant
      to Section 4.01(e) on such Distribution Date prior to giving effect to
      payments pursuant to Section 4.01(e) on such Distribution
      Date.

     

    (b)           Any
      increase to the Class Principal Balance of a Class of Certificates shall
      increase the Certificate Balance of the related Class pro rata in accordance
      with each Certificate Percentage Interest.

     

    SECTION
      4.04.                                           Monthly
      Statements to Certificateholders.

     

    (a)           Not
      later than each Distribution Date, the Trustee shall prepare and cause to be
      forwarded by first class mail to each Certificateholder, the Servicer, the
      Depositor, the Swap Counterparty and each Rating Agency, a statement based,
      in
      part, on the information provided by the Servicer pursuant to Section 4.05
      herein setting forth with respect to the related distribution:

     

    (i)           the
      amount thereof allocable to principal, indicating the portion thereof
      attributable to Scheduled Payments and Principal Prepayments;

     

    (ii)           the
      amount thereof allocable to interest or any Carryforward Interest included
      in
      such distribution;

     

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

     

    (iv)           the
      Class Principal Balance of each Class of Certificates after giving effect to
      the
      distribution of principal on such Distribution Date;

     

    (v)           the
      Aggregate Loan Balance and the Aggregate Loan Group Balance for such
      Distribution Date;

     

    (vi)           the
      Overcollateralization Amount for such Distribution Date;

     

    (vii)           the
      amount of the Servicing Fees, the Trustee Fee and any other mortgage insurance
      fees, if applicable, with respect to such Distribution Date;

     

    (viii)         
      the Pass-Through Rate for each Class of LIBOR Certificates with respect to
      such
      Distribution Date;

     

    (ix)           the
      amount of Advances included in the distribution on such Distribution Date and
      the aggregate amount of Advances outstanding as of the last day of the calendar
      month preceding such Distribution Date;

     

    (x)           the
      beginning and ending number and aggregate Stated Principal Balance of the
      Mortgage Loans;

     

    (xi)           the
      number and aggregate principal amounts of Mortgage Loans which are Delinquent
      (1) 30 to 59 days, (2) 60 to 89 days and (3) 90 or more days (to include such
      delinquent loans which are also in bankruptcy or foreclosure), for each Loan
      Group and for the Mortgage Loans in the aggregate, as of the close of business
      on the last day of the calendar month preceding such Distribution
      Date;

     

    (xii)           the
      number and aggregate principal amounts of Mortgage Loans that were in
      foreclosure, for each Loan Group and for the Mortgage Loans in the aggregate,
      as
      of the close of business on the last day of the calendar month preceding such
      Distribution Date;

     

    (xiii)          the
      number and aggregate principal amounts of Mortgage Loans that were in
      bankruptcy, for each Loan Group and for the Mortgage Loans in the aggregate,
      as
      of the close of business on the last day of the calendar month preceding such
      Distribution Date;

     

    (xiv)           the
      number and aggregate principal amounts of Mortgage Loans with respect to which
      Prepayment Premiums were collected and the aggregate amount of such Prepayment
      Premiums;

     

    (xv)           the
      Rolling Three Month Delinquency Rate for such Distribution Date;

     

    (xvi)           the
      total number and principal balance of any REO Properties (and market value,
      if
      available), for each Loan Group and for the Mortgage Loans in the aggregate,
      as
      of the last day of the calendar month preceding such Distribution
      Date;

     

    (xvii)          the
      total number and principal balance of any Mortgage Loans that were repurchased
      during the related Prepayment Period;

     

    (xviii)          the
      aggregate amount of Realized Losses incurred during the preceding calendar
      month
      and aggregate Realized Losses included in such distribution;

     

    (xix)
                the weighted average
      term to maturity of the Mortgage Loans as of the close of business on the last
      day of the calendar month preceding such Distribution Date;

     

    (xx)           the
      gross weighted average coupon of the Mortgage Loans as of the first date of
      the
      applicable period for such Distribution Date;

     

    (xxi)
                the aggregate number
      of Mortgage Loans in the pool;

     

    (xxii)
                the Net WAC
      Rate;

     

    (xxiii)
                the Senior
      Enhancement Percentage;

     

    (xxiv)
                the beginning
      balance of the Basis Risk Reserve Fund, any amounts deposited in the Basis
      Risk
      Reserve Fund on such Distribution Date pursuant to Section 4.01(e)(xi) (together
      with a breakdown of amounts withdrawn in connection with such Distribution
      Date)
      and the balance of the Basis Risk Reserve Fund after all distributions have
      been
      made on such Distribution Date;

     

    (xxv)
                the beginning
      balance of the Supplemental Interest Account, the amount deposited to the
      Supplemental Interest Account on such Distribution Date (together with a
      breakdown of amounts withdrawn in connection with such Distribution Date) and
      the balance of the Supplemental Interest Account after all distributions have
      been made on such Distribution Date;

     

    (xxvi)
                the related Record
      Date;

     

    (xxvii)
                the related Accrual
      Period;

     

    (xxviii)
                the related
      Determination Date;

     

    (xxix)
                the related
      Distribution Date; and

     

    (xxx)
                the amount of cash
      received with respect to the related Accrual Period.

     

    In
      addition, not later than the first Business Day immediately following the
      Determination Date, the Servicer shall provide to the Trustee for inclusion
      in
      each statement required to be provided pursuant to this Section 4.04(a) any
      other information required by Form 10-D, including, but not limited to, the
      information required by Item 1121 (17 C.F.R. § 229.1121) of Regulation
      AB.

     

    The
      Trustee’s responsibility for disbursing the above information to the
      Certificateholders is limited to the availability, timeliness and accuracy
      of
      the information derived from the Servicer, which shall be provided as required
      above and in Section 4.05.

     

    On
      each
      Distribution Date, the Trustee shall provide Bloomberg Financial Markets, L.P.
      (“Bloomberg”) CUSIP level factors for each Class of Offered Certificates as of
      such Distribution Date, using a format and media mutually acceptable to the
      Trustee and Bloomberg.  In connection with providing the information
      specified in this Section 4.04(a) to Bloomberg, the Trustee and any
      director, officer, employee or agent of the Trustee shall be indemnified and
      held harmless by DLJMC, to the extent, in the manner and subject to the
      limitations provided in Section 9.05.  The Trustee shall also
      make the monthly statements to Certificateholders available each month to each
      party referred to in Section 4.04(a) via the Trustee’s
      website.  The Trustee’s website can be accessed at
      http://www.usbank.com/abs or at such other site as the Trustee may designate
      from time to time.  The Trustee shall have the right to change the way
      the reports referred to in this Section 4.04(a) are distributed in order to
      make such distribution more convenient and/or more accessible to the above
      parties and to the Certificateholders.  The Trustee shall provide
      timely and adequate notification to all above parties and to the
      Certificateholders regarding any such change.  The Trustee may fully
      rely upon and shall have no liability with respect to information provided
      by
      the Servicer.

     

    (b)           Upon
      request, within a reasonable period of time after the end of each calendar
      year,
      the Trustee shall cause to be furnished to each Person who at any time during
      the calendar year was a Certificateholder, a statement containing the
      information set forth in clauses (a)(i), (a)(ii) and (a)(vii) of Section 4.04(a)
      aggregated for such calendar year or applicable portion thereof during which
      such Person was a Certificateholder.  Such obligation of the Trustee
      shall be deemed to have been satisfied to the extent that substantially
      comparable information shall be provided by the Trustee pursuant to any
      requirements of the Code as from time to time in effect.

     

    (c)           In
      addition to the foregoing, the Trustee shall post an electronic file containing
      loan level data with respect to the Mortgage Loans (“Loan Level Data”) on a
      monthly basis, to the website referred to in Section 4.04(a).  The
      Loan Level Data will include fields as agreed to by the Depositor and the
      Trustee from time to time.  The Loan Level Data will be based solely
      on information provided by the Servicer, and the Trustee’s provision of the Loan
      Level Data is subject to the availability, timeliness and accuracy of the
      information provided by the Servicer.  The Loan Level Data will not
      include any personally identifiable information, including but not limited
      to:  borrower name, borrower address, property address, borrower
      social security number, and originator’s loan account number.  The
      Loan Level Data may include recent property valuation information, including
      based on a recent broker’s price opinion.  As agreed to by the
      Depositor and the Trustee, the format of the Loan Level Data may be modified
      at
      any time, and the posting of the Loan Level Data may be discontinued at any
      time.  The Trustee shall not be required to provide the Loan Level
      Data in paper form.  The Trustee shall, upon request, provide the
      majority holder of the Class X Certificates with loan level information
      reasonably available to the Servicer and provided to the Trustee; provided,
      however, that the provision of any such loan level information shall be subject
      to an appropriate confidentiality agreement and shall comply with all applicable
      laws.

     

    SECTION
      4.05.                                           Servicer
      to Cooperate.

     

    The
      Servicer and any Special Servicer shall provide to the Trustee information
      identified on Exhibit H-1 which is mutually agreeable to the Trustee and the
      Servicer or such Special Servicer, as the case may be, with respect to each
      Mortgage Loan serviced by it no later than the first Business Day immediately
      following the Determination Date.  This information is necessary to
      enable the Trustee to perform its distribution, accounting and reporting
      requirements hereunder.  Such information shall also include the
      applicable information set forth in Exhibit H-2 hereto regarding the terms
      of
      any Modified Mortgage Loan.  In addition, Ocwen shall provide to the
      Trustee a copy of any modification agreement entered into with respect to a
      Modified Mortgage Loan.

     

    SECTION
      4.06.                                           Basis
      Risk Reserve Fund.

     

    (a)           On
      the Closing Date, the Trustee shall establish and maintain in its name, in
      trust
      for the benefit of the Holders of the Certificates, the Basis Risk Reserve
      Fund.  The Basis Risk Reserve Fund shall be an Eligible Account, and
      funds on deposit therein shall be held separate and apart from, and shall not
      be
      commingled with, any other moneys, including without limitation, other moneys
      held by the Trustee pursuant to this Agreement.

     

    (b)           On
      the Closing Date, $5,000.00 will be deposited by the Depositor into the Basis
      Risk Reserve Fund.  On each Distribution Date, the Trustee shall
      transfer from the Certificate Account to the Basis Risk Reserve Fund pursuant
      to
      Section 4.01(e)(xi) the Required Basis Risk Reserve Fund
      Deposit.  Amounts on deposit in the Basis Risk Reserve Fund shall be
      withdrawn by the Trustee in connection with any Distribution Date to fund the
      amounts required to be distributed to holders of the LIBOR Certificates in
      respect of Basis Risk Shortfalls.  Any distributions of Monthly Excess
      Cashflow to the holders of the LIBOR Certificates pursuant to Sections
      4.01(e)(xi)(A)-(J) shall be deemed to have been deposited in the Basis Risk
      Reserve Fund and paid to such holders.  On any Distribution Date, any
      amounts on deposit in the Basis Risk Reserve Fund in excess of the Required
      Basis Risk Reserve Fund Amount shall be distributed to the Class X
      Certificateholder pursuant to Section 4.01(e)(xiii).

     

    (c)           Funds
      in the Basis Risk Reserve Fund may be invested in Eligible Investments by the
      Trustee at the direction of the holders of the Class X Certificates maturing
      on
      or prior to the next succeeding Distribution Date. Any net investment earnings
      on such amounts shall be payable to the holders of the Class X Certificates.
      The
      Trustee shall account for the Basis Risk Reserve Fund as an outside reserve
      fund
      within the meaning of Treasury regulation 1.860G-2(h) and not an asset of any
      REMIC created pursuant to this Agreement.  The Class X Certificates
      shall evidence ownership of the Basis Risk Reserve Fund for federal tax purposes
      and the Holders thereof shall direct the Trustee in writing as to the investment
      of amounts therein.  The Trustee shall treat amounts transferred by
      the Master REMIC to the Basis Risk Reserve Fund as distributions to the Class
      X
      Certificateholder for all federal tax purposes.  In the absence of
      such written direction, all funds in the Basis Risk Reserve Fund shall remain
      uninvested.  The Trustee shall have no liability for losses on
      investments in Eligible Investments made pursuant to this Section 4.06(c) (other
      than as obligor on any such investments).  Upon termination of the
      Trust Fund, any amounts remaining in the Basis Risk Reserve Fund shall be
      distributed to the Holders of the Class X Certificates in the same manner as
      if
      distributed pursuant to Section 4.01(e)(xiii) hereof.

     

    (d)           On
      the Distribution Date immediately after the Distribution Date on which the
      aggregate Class Principal Balance of the LIBOR Certificates equals zero, any
      amounts on deposit in the Basis Risk Reserve Fund not payable on the LIBOR
      Certificates shall be deposited into the Certificate Account and distributed
      to
      the Holders of the Class X Certificates in the same manner as if distributed
      pursuant to Section 4.01(e)(xiii) hereof.

     

    SECTION
      4.07.                                           Distributions
      on the REMIC I Regular Interests and REMIC II Regular
      Interests.

     

    (a)           Distributions
      on the REMIC I Regular Interests.

     

    On
      each
      Distribution Date, the Trustee shall cause in the following order of priority,
      the following amounts to be distributed by REMIC I to REMIC II on account of
      the
      REMIC I Regular Interests or withdrawn from the Distribution Account and
      distributed to the holders of the Class A-R Certificates (in respect of the
      Class R-1 Interest), as the case may be:

     

    With
      respect to the Group 1 Loans:

     

    (i)           first,
      to Holders of each of REMIC I Regular Interest I and REMIC I Regular Interest
      I-1-A through I-54-B, pro rata, in an amount equal to (A) Uncertificated Accrued
      Interest for such REMIC I Regular Interests for such Distribution Date, plus
      (B)
      any amounts payable in respect thereof remaining unpaid from previous
      Distribution Dates;

     

    (ii)           to
      the extent of amounts remaining after the distributions made pursuant to clause
      (i) above, payments of principal shall be allocated as follows: to REMIC I
      Regular Interest I, then to REMIC I Regular Interests I-1-A through I-54-B
      starting with the lowest numerical denomination until the Uncertificated
      Principal Balance of each such REMIC I Regular Interest is reduced to zero,
      provided that, for REMIC I Regular Interests with the same numerical
      denomination, such payments of principal shall be allocated pro rata between
      such REMIC I Regular Interests; and

     

    (iii)           to
      the Holders of REMIC I Regular Interest P, the amount of any Prepayment Charges
      for such Distribution Date.

     

    (iv)           Any
      remaining amount to the Holders of the Class R Certificates (in respect of
      the
      Class R-1 Interest).

     

    With
      respect to the Group 2 Loans:

     

    (v)           first,
      to Holders of each of REMIC I Regular Interest II, REMIC I Regular Interest
      II-1-A through II-54-B, REMIC I Regular Interest P and REMIC I Regular Interest
      R, pro rata, in an amount equal to (A) Uncertificated Accrued Interest for
      such
      REMIC I Regular Interests for such Distribution Date, plus (B) any amounts
      payable in respect thereof remaining unpaid from previous Distribution
      Dates;

     

    (vi)           to
      the extent of amounts remaining after the distributions made pursuant to clause
      (i) above, payments of principal shall be allocated as follows: to REMIC I
      Regular Interest II, then to REMIC I Regular Interests II-1-A through II-54-B
      starting with the lowest numerical denomination until the Uncertificated
      Principal Balance of each such REMIC I Regular Interest is reduced to zero,
      provided that, for REMIC I Regular Interests with the same numerical
      denomination, such payments of principal shall be allocated pro rata between
      such REMIC I Regular Interests; and

     

    (vii)           to
      the Holders of REMIC I Regular Interest P, the amount of any Prepayment Charges
      for such Distribution Date.

     

    (viii)                      Any
      remaining amount to the Holders of the Class R Certificates (in respect of
      the
      Class R-1 Interest).

     

    (b)           On
      each Distribution Date, the Trustee shall cause in the following order of
      priority, the following amounts to be distributed by REMIC II to REMIC III
      on
      account of the REMIC II Regular Interests or withdrawn from the Distribution
      Account and distributed to the Holders of the Class R Certificates (in respect
      of the Class R-2 Interest), as the case may be:

     

    (i)           first,
      to the extent of the sum of Available Funds for such Distribution Date, to
      the
      Holder of REMIC II Regular Interest LT-IO in an amount equal to (A) the
      Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts
      in respect thereof remaining unpaid from previous Distribution Dates, and then
      to Holders of REMIC II Regular Interests LT-AA, LT-1A, LT-2A1, LT-2A2, LT-M-1,
      LT-M-2, LT-M-3, LT-M-4, LT-M-5, LT-M-6, LT-M-7, LT-M-8, LT-M-9, LT-ZZ, LT-P
      and
      LT-R pro rata, in an amount equal to (A) the Uncertificated Accrued Interest
      for
      such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid
      from previous Distribution Dates. Amounts payable as Uncertificated Accrued
      Interest in respect of REMIC II Regular Interest LT-ZZ shall be reduced when
      the
      REMIC II Overcollateralization Amount is less than the REMIC II
      Overcollateralization Target Amount, by the lesser of (x) the amount of such
      difference and (y) the REMIC II Regular Interest LT-ZZ Maximum Interest Deferral
      Amount and such amount will be payable to the Holders of REMIC II Regular
      Interest LT-1A, LT-2A1, LT-2A2, LT-M-1, LT-M-2, LT-M-3, LT-M-4, LT-M-5, LT-M-6,
      LT-M-7, LT-M-8, LT-M-9 in the same proportion as the amounts are allocated
      to
      the Corresponding Certificate, pursuant to Section 4.02(b) herein, for each
      such
      REMIC II Regular Interest, and the Uncertificated Principal Balance of the
      REMIC
      II Regular Interest LT-ZZ shall be increased by such amount;

     

    (ii)           second,
      to the Holders of REMIC II Regular Interests, in an amount equal to the
      remainder of the Available Funds for such Distribution Date after the
      distributions made pursuant to clause (i) above and, in the case of
      distributions made pursuant to Section 4.07(c)(ii)(B), the amount of any
      Prepayment Charges for such Distribution Date, allocated as
      follows:

     

    (A)           to
      the Holders of REMIC II Regular Interest LT-R, an amount equal to the amount
      of
      principal distributed to the holder of the Corresponding Certificate on such
      Distribution Date pursuant to Section 4.02(b); and

     

    (B)           to
      the Holders of REMIC II Regular Interest LT-P, an amount equal to the amount
      of
      principal distributed to the holder of the Corresponding Certificate on such
      Distribution Date pursuant to Section 4.02(b); and

     

    (iii)           third,
      to the Holders of REMIC II Regular Interests, in an amount equal to the
      remainder of the REMIC II Marker Allocation Percentage of Available Funds for
      such Distribution Date after the distributions made pursuant to clauses (i)
      and
      (ii) above, allocated as follows:

     

    (A)           98%
      of such remainder to the Holders of REMIC II Regular Interest LT-AA, until
      the
      Uncertificated Principal Balance of such REMIC II Regular Interest is reduced
      to
      zero;

     

    (B)           2%
      of such remainder, first, to the Holders of REMIC II Regular Interest LT-1A,
      LT-2A1, LT-2A2, LT-M-1, LT-M-2, LT-M-3, LT-M-4, LT-M-5, LT-M-6, LT-M-7, LT-M-8,
      LT-M-9 equal to 1% of and in the same proportion as principal payments are
      allocated to the Corresponding Certificates, until the Uncertificated Principal
      Balances of such REMIC II Regular Interests are reduced to zero; and second,
      to
      the Holders of REMIC II Regular Interest LT-ZZ, until the Uncertificated
      Principal Balance of such REMIC II Regular Interest is reduced to
      zero;

     

    (iv)           fourth,
      to the Holders of REMIC II Regular Interests, in an amount equal to the
      remainder of the REMIC II Sub WAC Allocation Percentage of Available Funds
      for
      such Distribution Date after the distributions made pursuant to clause (iii)
      above, such that distributions of principal shall be deemed to be made to the
      REMIC II Regular Interests first, so as to keep the Uncertificated Principal
      Balance of each REMIC II Regular Interest ending with the designation “GRP”
equal to 1.00% of the aggregate Stated Principal Balance of the Mortgage Loans
      in the related Loan Group; second, to each REMIC II Regular Interest ending
      with
      the designation “SUB,” so that the Uncertificated Principal Balance of each such
      REMIC II Regular Interest is equal to 1.00% of the excess of (x) the aggregate
      Stated Principal Balance of the Mortgage Loans in the related Loan Group over
      (y) the current Class Principal Balance of the Senior Certificates in the
      related Loan Group (except that if any such excess is a larger number than
      in
      the preceding distribution period, the least amount of principal shall be
      distributed to such REMIC II Regular Interests such that the REMIC II
      Subordinated Balance Ratio is maintained); and third, any remaining principal
      to
      REMIC II Regular Interest LT-XX;

     

    (C)           any
      remaining amount to the Holders of the Class R Certificates (in respect of
      the
      Class R-2 Interest).

     

    SECTION
      4.08.                                           Supplemental
      Interest Trust.

     

    (a)           A
      separate trust is hereby established (the “Supplemental Interest Trust”), the
      corpus of which shall be held by the Supplemental Interest Trust Trustee, in
      trust, for the benefit of the holders of the Certificates.  On the
      Closing Date, the Supplemental Interest Trust Trustee shall establish and
      maintain in its name, a separate account for the benefit of the holders of
      the
      Certificates (the “Supplemental Interest Account”).  The Supplemental
      Interest Account shall be an Eligible Account, and funds on deposit therein
      shall be held separate and apart from, and shall not be commingled with, any
      other moneys, including, without limitation, other moneys of the Trustee held
      pursuant to this Agreement.

     

    (b)           The
      Trustee shall deposit into the Supplemental Interest Account the amounts set
      forth in Section 4.01(b)(i) and (ii).  The Supplemental Interest
      Trust Trustee shall deposit into the Supplemental Interest Account any Net
      Swap
      Payments received from the Swap Counterparty.  On any Swap Payment
      Date on which a Net Swap Payment is owed to the Swap Counterparty, the
      Supplemental Interest Trust Trustee shall withdraw from the Supplemental
      Interest Account an amount equal to such Net Swap Payment and pay such amount
      to
      the Swap Counterparty.  On each Swap Payment Date on which a Net Swap
      Payment is owed to the Trust Fund, the Supplemental Interest Trust Trustee
      shall
      withdraw from the Supplemental Interest Account an amount equal to such Net
      Swap
      Payment and pay such amount to the Trust Fund for distribution on the related
      Distribution Date in accordance with the provisions of subparagraph (h) of
      Section 4.01.

     

    (c)           Funds
      in the Supplemental Interest Account shall be invested in Eligible Investments,
      which shall mature not later than the Business Day prior to the Swap Payment
      Date.  The Class X Certificates shall evidence ownership of the
      Supplemental Interest Trust for federal income tax purposes and the Holder
      thereof shall direct the Trustee, in writing, as to investment of amounts on
      deposit therein.  In the absence of written instructions from the
      Class X Certificateholders as to investment of funds on deposit in the
      Supplemental Interest Account, such funds shall be invested in the First
      American Prime Obligations Fund (Class A).  The Supplemental Interest
      Trust Trustee shall have no liability for losses on investments in Eligible
      Investments made pursuant to this Section 4.08(c) (other than as obligor on
      any such investments).  Any earnings on such amounts shall be
      distributed on each Distribution Date pursuant to paragraph (h) of
      Section 4.01.

     

    (d)           Upon
      termination of the Trust Fund and after payment of any moneys to the holders
      of
      the Certificates as provided in paragraph (h) of Section 4.01, any
      amounts remaining in the Supplemental Interest Account after payment of amounts
      owing to the Swap Counterparty shall be distributed to the holder of the
      Class X Certificates.

     

    (e)           The
      Trustee is hereby directed, as Supplemental Interest Trust Trustee, and not
      in
      its individual capacity, on or prior to the Closing Date, on behalf of the
      Supplemental Interest Trust, to enter into and assume the obligations under
      the
      Swap Agreement with the Swap Counterparty for the benefit of the Holders of
      the
      Certificates, in the form presented to it by the Depositor.  Neither
      the Trustee nor the Supplemental Interest Trust Trustee shall, individually
      or
      personally, have any liability to perform any covenant either express or implied
      contained in the Swap Agreement and under no circumstance shall the Trustee
      or
      the Supplemental Interest Trust Trustee be personally liable for the payment
      of
      any amounts payable by the Supplemental Interest Trust under the Swap Agreement
      or any expenses of the Supplemental Interest Trust or be liable for the breach
      or failure of any obligation, representation, warranty or covenant made or
      undertaken by the Supplemental Interest Trust under the Swap
      Agreement.  Neither the Trustee nor Supplemental Interest Trust
      Trustee shall have a duty to review or otherwise determine the adequacy of
      the
      Swap Agreement (or any amendment or supplement thereto).  Every
      provision of this Agreement relating to the conduct or affecting the liability
      of or affording protection to the Trustee shall apply to the Trustee’s execution
      of and performance of any obligations under the Swap Agreement.

     

    (f)           [Reserved]

     

    (g)           The
      Supplemental Interest Trust Trustee shall deliver to the Swap Counterparty
      the
      notice contemplated by Paragraph 7(i) of the Credit Support Annex attached
      to the Swap Agreement (as modified by Paragraph 13 of the Credit Support Annex)
      if the Swap Counterparty fails to make, when due, any Transfer of Eligible
      Collateral, Posted Collateral or the Interest Amount (as such terms are defined
      in the Swap Agreement) required to be made by the Swap
      Counterparty.  The Supplemental Interest Trust Trustee shall deliver
      such notice no later than 1:00 p.m. eastern time on the Business Day immediately
      following any such failure by the Swap Counterparty.

     

    (h)           Supplemental
      Interest Trust Posted Collateral Account.

     

    (i)           The
      Supplemental Interest Trust Trustee is hereby directed to perform the
      obligations of the Custodian as defined under the Credit Support Annex (the
      “Swap Custodian”).

     

    (ii)           On
      or before the Closing Date, the Swap Custodian shall establish a Supplemental
      Interest Trust Posted Collateral Account in trust for the benefit of the Holders
      of the Certificates. The Supplemental Interest Trust Posted Collateral Account
      must be an Eligible Account and shall be entitled “Supplemental Interest Trust
      Posted Collateral Account, U.S. Bank National Association in trust for
      registered holders of CSMC Asset-Backed Pass-Through Certificates, Series
      2007-NC1 OSI.”

     

    (iii)           The
      Swap Custodian shall credit to the Supplemental Interest Trust Posted Collateral
      Account all collateral (whether in the form of cash or securities) posted by
      the
      Swap Counterparty to secure the obligations of the Swap Counterparty in
      accordance with the terms of the Swap Agreement.  Except for
      investment earnings, if any, the Swap Counterparty shall not have any legal,
      equitable or beneficial interest in the Supplemental Interest Trust Posted
      Collateral Account other than in accordance with this Agreement, the Swap
      Agreement and applicable law.  The Swap Custodian shall maintain and
      apply all collateral and earnings thereon on deposit in the Supplemental
      Interest Trust Posted Collateral Account in accordance with Credit Support
      Annex.

     

    (iv)           Cash
      collateral posted by the Swap Counterparty in accordance with the Credit Support
      Annex shall be invested at the direction of the Swap Counterparty in Eligible
      Investments in accordance with the requirements of the Credit Support
      Annex.  All amounts earned on amounts on deposit in the Collateral
      Account (whether cash collateral or securities) shall be for the account of
      and
      taxable to the Swap Counterparty.

     

    (v)           Upon
      the occurrence of an Event of Default or Specified Condition (each as defined
      in
      the Swap Agreement) with respect to the Swap Counterparty or upon occurrence
      or
      designation of an Early Termination Date (as defined in the Swap Agreement)
      as a
      result of any such Event of Default or Specified Condition with respect to
      the
      Swap Counterparty, and, in either such case, unless the Swap Counterparty has
      paid in full all of its Obligations (as defined in the Credit Support Annex)
      that are then due, then any collateral posted by the Swap Counterparty in
      accordance with the Credit Support Annex shall be applied to the payment of
      any
      Obligations due to Party B (as defined in the Swap Agreement) in accordance
      with
      the Credit Support Annex.  To the extent the Supplemental Interest
      Trust Trustee is required to return any of the Posted Collateral to the Swap
      Counterparty under the terms of the Credit Support Annex, the Swap Custodian
      shall return such collateral in accordance with the terms of the Credit Support
      Annex.

     

    (i)           In
      the event that the Swap Counterparty fails to perform any of its obligations
      under the Swap Agreement (including, without limitation, its obligation to
      make
      any payment or transfer collateral), or breaches any of its representations
      and
      warranties thereunder, or in the event that any Event of Default, Termination
      Event, or Additional Termination Event (each as defined in the Swap Agreement)
      occurs with respect to the Swap Agreement, the Supplemental Interest Trust
      Trustee shall, promptly following actual notice by a Responsible Officer of
      the
      Trustee of such failure, breach or event, notify the Depositor and send any
      notices and make any demands, on behalf of the Supplemental Interest Trust,
      required to enforce the rights of the Supplemental Interest Trust under the
      Swap
      Agreement.

     

    In
      the
      event that the Swap Counterparty’s obligations are guaranteed by a third party
      under a guaranty relating to the Swap Agreement (such guaranty the “Guaranty”
and such third party the “Guarantor”), then to the extent that the Counterparty
      fails to make any payment by the close of business on the day it is required
      to
      make payment under the terms of the Swap Agreement, the Supplemental Interest
      Trust Trustee shall, promptly following actual notice by a Responsible Officer
      of the Trustee of the Swap Counterparty’s failure to pay, demand that the
      Guarantor make any and all payments then required to be made by the Guarantor
      pursuant to such Guaranty; provided, that the Supplemental Interest Trust
      Trustee shall in no event be liable for any failure or delay in the performance
      by the Swap Counterparty or any Guarantor of its obligations hereunder or
      pursuant to the Swap Agreement and the Guaranty, nor for any special, indirect
      or consequential loss or damage of any kind whatsoever (including but not
      limited to lost profits) in connection therewith.

     

    SECTION
      4.09.                                           Rights
      of Swap Counterparty.

     

    The
      Swap
      Counterparty shall be deemed a third-party beneficiary of this Agreement to
      the
      same extent as if it were a party hereto and shall have the right to enforce
      its
      rights under this Agreement.  For the protection and enforcement of
      the provisions of this Section, the Swap Counterparty shall be entitled to
      relief as can be given either at law or in equity.

     

    SECTION
      4.10.                                           Replacement
      Swap Counterparty.

     

    (a)           Upon
      a Swap Early Termination (as defined in the Swap Agreement) other than in
      connection with the optional termination of the Trust, the Supplemental Interest
      Trust Trustee will cooperate with the Depositor in the Depositor’s appointment
      of a successor Swap Counterparty and will, at the direction of the Depositor
      and
      on behalf of the Supplemental Interest Trust, enter into a new swap agreement
      on
      substantially similar terms as the Swap Agreement, with a successor Swap
      Counterparty meeting all rating agency requirements and any third party consent
      requirements. If the Supplemental Interest Trust Trustee receives a Swap
      Termination Payment (as defined in the Swap Agreement) from the Swap
      Counterparty in connection with such Swap Early Termination, the Supplemental
      Interest Trust Trustee will apply such Swap Termination Payment to any upfront
      payment required to appoint the successor Swap Counterparty. If the Supplemental
      Interest Trust Trustee is required to pay a Swap Termination Payment to the
      Swap
      Counterparty in connection with such Swap Early Termination, the Supplemental
      Interest Trust Trustee will apply any upfront payment received from the
      successor Swap Counterparty to pay such Swap Termination Payment.  If
      a successor Swap Counterparty is not appointed within 30 days of the Swap Early
      Termination, then the Supplemental Interest Trust Trustee will deposit any
      Swap
      Termination Payment received from the original Swap Counterparty into a
      separate, non-interest bearing reserve account and will, on or before each
      subsequent Distribution Date, withdraw from the amount then remaining on deposit
      in such reserve account an amount equal to the Net Swap Payment, if any, that
      would have been paid to the Supplemental Interest Trust Trustee by the original
      Swap Counterparty calculated in accordance with the terms of the original Swap
      Agreement, and distribute such amount in accordance with Section 4.01 of this
      Agreement.

     

    Upon
      a
      Swap Early Termination (as defined in the Swap Agreement) in connection with
      the
      optional termination of the Trust, if the Supplemental Interest Trust Trustee
      is
      required to make a Swap Termination Payment (as defined in the Swap Agreement)
      to the Swap Counterparty, the party exercising such optional termination of
      the
      Trust will be required to include in its payment an amount equal to such Swap
      Termination Payment.  If the Supplemental Interest Trust Trustee
      receives a Swap Termination Payment from the Swap Counterparty, the Supplemental
      Interest Trust Trustee will distribute such Swap Termination Payment in
      accordance with Section 4.01 of this Agreement.

     

    In
      the
      event that the Supplemental Interest Trust Trustee, on behalf of the
      Supplemental Interest Trust, and at the direction of the Depositor, enters
      into
      a replacement interest rate swap agreement with a replacement swap counterparty
      (the “Replacement Swap Counterparty”), then (a) to the extent that the
      Supplemental Interest Trust would be required to make a Swap Termination Payment
      to the Swap Counterparty and (b) to the extent the Replacement Swap
      Counterparty pays to assume the rights and obligations of the Swap Counterparty
      under the Swap Agreement (the “Replacement Payment”), the Supplemental Interest
      Trust Trustee, on behalf of the Supplemental Interest Trust, and the Swap
      Counterparty agree that such Replacement Payment shall be paid to the Swap
      Counterparty and shall, only to the extent actually paid by the Replacement
      Swap
      Counterparty to the Swap Counterparty, constitute satisfaction in full of the
      obligations of the Supplemental Interest Trust to the Swap Counterparty in
      respect of the assignment of the outstanding transaction under the Swap
      Agreement to the Replacement Swap Counterparty or the replacement of such
      transaction with the Replacement Swap Counterparty.  In addition, upon
      termination of the Swap Counterparty and to the extent that the Swap
      Counterparty would be required to make a Swap Termination Payment to the
      Supplemental Interest Trust, such Swap Termination Payment shall be deposited
      into the Supplement Interest Account and shall be used to make any upfront
      payment required to be made to a Replacement Swap Counterparty.

     

    (b)           Notwithstanding
      anything to the contrary contained herein, in the event that a replacement
      swap
      agreement is not obtained within 30 days after receipt by the Supplemental
      Interest Trust Trustee of the Swap Termination Payment paid by the terminated
      Swap Counterparty, the Supplemental Interest Trust Trustee shall deposit such
      Swap Termination Payment into the Supplemental Interest Account and the
      Supplemental Interest Trust Trustee shall, on each Distribution Date, withdraw
      from such Supplemental Interest Account, an amount equal to the Net Swap
      Payment, if any, that would have been paid to the Supplemental Interest Trust
      by
      the original Swap Counterparty (computed in accordance with the terms of the
      original Swap Agreement) and distribute such amount in accordance with
      Section 4.01 of this Agreement.

     

    ARTICLE
      V

     

    ADVANCES
      BY THE SERVICER

     

    SECTION
      5.01.                                           Advances
      by the Servicer.

     

    With
      respect to the Mortgage Loans, the Servicer shall deposit in the Collection
      Account as Advances an amount equal to all Scheduled Payments (with interest
      at
      the Mortgage Rate less the Servicing Fee Rate) which were due on such Mortgage
      Loans serviced by it during the applicable Collection Period and which were
      delinquent (under the MBA method) at the close of business on the immediately
      preceding Determination Date; provided, however, that with respect
      to any Balloon Loan that is delinquent on its maturity date, the Servicer shall
      not be required to advance the related balloon payment but shall be required
      to
      continue to make Advances in accordance with this Section 5.01 with respect
      to such Balloon Loan in an amount equal to an assumed scheduled payment that
      would otherwise be due based on the original amortization schedule for that
      Mortgage Loan (with interest at the Mortgage Rate less the Servicing Fee Rate)
      to the extent the Servicer deems such amount to be recoverable.  The
      Servicer’s obligation to make such Advances as to any related Mortgage Loan
      shall continue through the last Scheduled Payment due prior to the payment
      in
      full of such Mortgage Loan, or through the date that the related Mortgaged
      Property has, in the judgment of the Servicer, been completely
      liquidated.  The Servicer shall not be required to advance shortfalls
      of principal or interest resulting from the application of the Relief
      Act.

     

    The
      Servicer will be obligated to advance or cause to be advanced to the Trustee,
      from time to time, from (i) its own funds, (ii) funds in the Collection Account
      that are not required to make payments to the Certificateholders for such
      Distribution Date or (iii) a combination of (i) and (ii), Advances and Servicing
      Advances.  In addition, the servicer may reimburse itself for any
      unreimbursed Advances and Servicing Advances to the extent of funds held in
      the
      collection account for future distribution that were not required to make
      payments to the Certificateholders for such Distribution Date (provided that
      such amounts must be deposited into the Collection Account prior to the next
      Cash Remittance Date on which such amounts are to be included in the
      distribution for the related Distribution Date).

     

    With
      respect to any Mortgage Loan, to the extent required by Accepted Servicing
      Practices, the Servicer shall be obligated to make Advances in accordance with
      the provisions of this Agreement; provided, however, that such
      obligation with respect to any related Mortgage Loan shall cease if the Servicer
      determines, in its reasonable opinion, that Advances with respect to such
      Mortgage Loan are Nonrecoverable Advances.  In the event that the
      Servicer determines that any such Advances are Nonrecoverable Advances, the
      Servicer shall provide the Trustee with a certificate signed by a Servicing
      Officer evidencing such determination.

     

    With
      respect to any of the Mortgage Loans, if an Advance is required to be made
      hereunder by the Servicer, the Servicer shall prior to 12:00 Noon, New York
      City
      time, on the Cash Remittance Date either (i) deposit in the Collection
      Account from its own funds an amount equal to such Advance, (ii) cause to
      be made an appropriate entry in the records of the Collection Account that
      funds
      in such account being held for future distribution or withdrawal have been,
      as
      permitted by this Section 5.01, used by the Servicer to make such Advance
      or (iii) make Advances in the form of any combination of clauses
      (i) and (ii) aggregating the amount of such Advance. Any such funds
      being held in a Collection Account for future distribution and so used shall
      be
      replaced by the Servicer from its own funds by deposit in such Collection
      Account on or before any future Distribution Date in which such funds would
      be
      due or from other funds in such Collection Account being held for future
      distribution at that time.

     

    ARTICLE
      VI

     

    THE
      CERTIFICATES

     

    SECTION
      6.01.                                           The
      Certificates.

     

    As
      set
      forth in Section 6.01 of ARTICLE VI of the Standard Terms.

     

    SECTION
      6.02.                                           Registration
      of Transfer and Exchange of Certificates.

     

    (a)           As
      set forth in the Standard Terms.

     

    (b)           As
      set forth in the Standard Terms.

     

    (c)           As
      set forth in the Standard Terms.

     

    (d)           As
      set forth in the Standard Terms.

     

    (e)           As
      set forth in the Standard Terms.

     

    (f)           No
      transfer of a Private Certificate or a Residual Certificate shall be made unless
      the Trustee and the Depositor shall have received either (i) a representation
      from the transferee of such Certificate, substantially in the form of Exhibit
      M-1 or Exhibit M-2, or Exhibit M-3, as applicable, to the effect that such
      transferee is not an employee benefit plan or arrangement subject to Section
      406
      of ERISA or a plan subject to Section 4975 of the Code (or comparable provisions
      of any subsequent enactments) (each, a “Plan”), nor a person acting on behalf of
      a Plan nor using the assets of a Plan to effect such transfer or (ii) in the
      case of any such Certificate presented for registration in the name of a Plan,
      or a trustee of a Plan or any other person acting on behalf of a Plan or using
      such Plan’s assets, an Opinion of Counsel satisfactory to the Trustee, which
      Opinion of Counsel shall not be an expense of either the Trustee or the Trust
      Fund, addressed to the Trustee and the Depositor for the benefit of the Trustee,
      the Depositor and the Servicer and on which they may rely, to the effect that
      the purchase or holding of such Certificate will be permitted under applicable
      law, will not result in a non-exempt prohibited transaction under ERISA or
      Section 4975 of the Code and will not subject the Trustee, any Depositor, the
      Special Servicer or the Servicer to any obligation or any liability in addition
      to those expressly undertaken in this Agreement. Notwithstanding anything else
      to the contrary herein, any purported transfer of a Private Certificate or
      a
      Residual Certificate to or on behalf of a Plan without the delivery to the
      Trustee and the Depositor of an Opinion of Counsel satisfactory to the Trustee
      as described above shall be void and of no effect.

     

    Except
      in
      the case of a Private Certificate or Residual Certificate, prior to the
      termination of the Supplemental Interest Trust, no transfer of a Certificate
      shall be made unless either (i) the Trustee and the Depositor shall have
      received a representation from the transferee of such Certificate acceptable
      to
      and in form and substance satisfactory to the Trustee and the Depositor, to
      the
      effect that such transferee is not a Plan or a Person acting on behalf of a
      Plan
      or using the assets of a Plan or (ii) the transferee provides a representation,
      or is deemed to represent in the case of the Book-Entry Certificates that (A)
      it
      is an accredited investor within the meaning of the Underwriter’s Exemption and
      (B) that the proposed transfer and holding of such Certificate are eligible
      for
      exemptive relief under Prohibited Transaction Exemption (“PTE”) 95-60 or, except
      in the case of an ERISA-Restricted Certificate, PTE 84-14, PTE 91-38, PTE 90-1,
      PTE 95-60 or PTE 96-23. Any Holder of a Certificate or any interest therein
      that
      is a Book-Entry Certificate shall be deemed to have made the representations
      described in the preceding sentence.

     

    Except
      in
      the case of a Private Certificate or Residual Certificate, subsequent to the
      termination of the Supplemental Interest Trust, each beneficial owner of an
      ERISA-Restricted Certificate or any interest therein shall be deemed to have
      represented, by virtue of its acquisition or holding of that certificate or
      interest therein, that either (i) it is not a Plan or investing with assets
      of a
      Plan or (ii) (1) it is an insurance company, (2) the source of funds used to
      acquire or hold the Certificate or interest therein is an “insurance company
      general account,” as such term is defined in PTE 95-60, and (3) the conditions
      in Sections I and III of PTE 95-60 have been satisfied.

     

    To
      the
      extent permitted under applicable law (including, but not limited to, ERISA),
      the Trustee shall be under no liability to any Person for any registration
      of
      transfer of any Certificate that is in fact not permitted by this Section
      6.02(f) or for making any payments due on such Certificate to the Holder thereof
      or taking any other action with respect to such Holder under the provisions
      of
      this Agreement so long as the transfer was registered by the Trustee in
      accordance with the foregoing requirements.

     

    No
      transfer of the Class X Certificates shall be made unless the transferee of
      such
      Certificates provides to the Trustee the appropriate tax certification form
      (i.e., IRS Form W- 9 or IRS Form W-8BEN, W-8IMY, W-8EXP or W-8ECI, as applicable
      (or any successor form thereto)), as a condition to such transfer and agrees
      to
      update such forms (i) upon expiration of any such form, (ii) as required under
      then applicable U.S. Treasury regulations and (iii) promptly upon learning
      that
      any IRS Form W-9 or IRS Form W-8BEN, W-8IMY, W-8EXP or W-8ECI, as applicable
      (or
      any successor form thereto), has become obsolete or incorrect. Upon receipt
      of
      any such tax certification form from a transferee of any Class X Certificate,
      the Trustee shall provide a copy of such tax certification form to the
      Supplemental Interest Trust Trustee. The Supplemental Interest Trust Trustee
      shall provide to the Swap Provider a copy of any such tax certification form
      received from the Trustee.

     

    (g)           As
      set forth in the Standard Terms.

     

    (h)           As
      set forth in the Standard Terms.

     

    (i)           As
      set forth in the Standard Terms.

     

    SECTION
      6.03.                                      Mutilated,
      Destroyed, Lost or Stolen Certificates.

     

    As
      set
      forth in Section 6.03 of ARTICLE VI of the Standard Terms.

     

    SECTION
      6.04.                                      Persons
      Deemed Owners.

     

    As
      set
      forth in Section 6.04 of ARTICLE VI of the Standard Terms.

     

    SECTION
      6.05.                                      Access
      to List of Certificateholders’ Names and Addresses.

     

    As
      set
      forth in Section 6.05 of ARTICLE VI of the Standard Terms.

     

    SECTION
      6.06.                                      Maintenance
      of Office or Agency.

     

    As
      set
      forth in Section 6.06 of ARTICLE VI of the Standard Terms.

     

    SECTION
      6.07.                                      Book
      Entry Certificates.

     

    As
      set
      forth in Section 6.07 of ARTICLE VI of the Standard Terms.

     

    SECTION
      6.08.                                      Notices
      to Clearing Agency.

     

    As
      set
      forth in Section 6.08 of ARTICLE VI of the Standard Terms.

     

    SECTION
      6.09.                                      Definitive
      Certificates.

     

    As
      set
      forth in Section 6.09 of ARTICLE VI of the Standard Terms.

     

    ARTICLE
      VII

     

    THE
      DEPOSITOR, THE SELLER, THE SERVICER AND THE SPECIAL SERVICER

     

    
      	
               

            	
              SECTION
                7.01.

            	
              Liabilities
                of the Seller, the Depositor, the Servicer and the Special
                Servicer.

            


    

     

    As
      set
      forth in Section 7.01 of ARTICLE VII of the Standard Terms.

     

    
      	
               

            	
              SECTION
                7.02.

            	
              Merger
                or Consolidation of the Seller, the Depositor, the Servicer or the
                Special
                Servicer.

            


    

     

    As
      set
      forth in Section 7.02 of ARTICLE VII of the Standard Terms.

     

    
      	
               

            	
              SECTION
                7.03.

            	
              Limitation
                on Liability of the Seller, the Depositor, the Servicer, the Special
                Servicer and Others.

            


    

     

    As
      set
      forth in Section 7.03 of ARTICLE VII of the Standard Terms.

     

    
      	
               

            	
              SECTION
                7.04.

            	
              The
                Servicer and the Special Servicer Not to Resign; Transfer of
                Servicing.

            


    

     

    As
      set
      forth in Section 7.04 of ARTICLE VII of the Standard Terms.

     

    
      	
               

            	
              SECTION
                7.05.

            	
              The
                Seller, the Special Servicer and the Servicer May Own
                Certificates.

            


    

     

    As
      set
      forth in Section 7.05 of ARTICLE VII of the Standard Terms.

     

    ARTICLE
      VIII

     

    DEFAULT

     

    SECTION
      8.01.                                       Events
      of Default.

     

    “Event
      of
      Default,” wherever used herein, and as to the Servicer, means any one of the
      following events (whatever reason for such Event of Default and whether it
      shall
      be voluntary or involuntary or be effected by operation of law or pursuant
      to
      any judgment, decree or order of any court or any order, rule or regulation
      of
      any administrative or governmental body):

     

    (a)           any
      failure by the Servicer to remit to the Certificateholders or to the Trustee
      any
      payment other than an Advance required to be made by the Servicer under the
      terms of this Agreement, which failure shall continue unremedied for a period
      of
      one Business Day after the date upon which written notice of such failure shall
      have been given to the Servicer by the Trustee or the Depositor or to the
      Servicer and the Trustee by the Holders of Certificates having not less than
      25%
      of the Voting Rights evidenced by the Certificates; or

     

    (b)           any
      failure by the Servicer to observe or perform in any material respect any other
      of the covenants or agreements on the part of the Servicer contained in this
      Agreement (except as set forth in (c) and (g) below) which failure
      (i) materially affects the rights of the Certificateholders and
      (ii) shall continue unremedied for a period of 60 days after the date on
      which written notice of such failure shall have been given to the Servicer
      by
      the Trustee or the Depositor, or to the Servicer and the Trustee by the Holders
      of Certificates evidencing not less than 25% of the Voting Rights evidenced
      by
      the Certificates; or

     

    (c)           if
      a representation or warranty set forth in Section 2.03 hereof made solely
      in its capacity as the Servicer shall prove to be materially incorrect as of
      the
      time made in any respect that materially and adversely affects interests of
      the
      Certificateholders, and the circumstances or condition in respect of which
      such
      representation or warranty was incorrect shall not have been eliminated or
      cured
      within 90 days after the date on which written notice thereof shall have been
      given to the Servicer by the Trustee for the benefit of the Certificateholders
      or by the Depositor; or

     

    (d)           a
      decree or order of a court or agency or supervisory authority having
      jurisdiction in the premises for the appointment of a conservator or receiver
      or
      liquidator in any insolvency, readjustment of debt, marshalling of assets and
      liabilities or similar proceedings, or for the winding-up or liquidation of
      its
      affairs, shall have been entered against the Servicer and such decree or order
      shall have remained in force undischarged or unstayed for a period of 60 days;
      or

     

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

     

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

     

    (g)           any
      failure of the Servicer to make any Advance in the manner and at the time
      required to be made from its own funds pursuant to Section 5.01 of this
      Agreement; or

     

    (h)           either
      (a) the servicer rankings or ratings for the Servicer are downgraded to
“below average” status by one or more of the Rating Agencies rating the
      Certificates or (b) one or more Classes of the Certificates are downgraded
      or placed on negative watch due in whole or in part to the performance or
      servicing of the Servicer; or

     

    (i)           the
      servicer rankings or ratings for the Servicer are downgraded two or more levels
      below the level in effect on the Closing Date by one or more of the Rating
      Agencies rating the Certificates; or

     

    (j)           any
      failure by the Servicer to either (a) remit payment of an Assigned
      Prepayment Premium to the Collection Account or (b) remit funds in the
      amount equal to an Assigned Prepayment Premium which the Servicer has failed
      to
      collect, in each case as required pursuant to this Agreement, which failure
      continues unremedied for a period of one Business Day after the date upon which
      written notice of such failure, requiring the same to be remedied, shall have
      been given to the Servicer by the Trustee or the Depositor; or

     

    (k)           any
      failure by the Servicer to comply with the provisions of Article
      XIII.

     

    If
      an
      Event of Default due to the actions or inaction of the Servicer described in
      clauses (a) through (f)  and (k) of this Section 8.01 shall
      occur, then, and in each and every such case, so long as such Event of Default
      shall not have been remedied, the Trustee shall at the direction of DLJMC or
      the
      Holders of Certificates evidencing not less than 25% of the Voting Rights
      evidenced by the Certificates, by notice in writing to the Servicer (with a
      copy
      to the Rating Agencies), terminate all of the rights and obligations of the
      Servicer under this Agreement (other than rights to reimbursement for Advances
      and Servicing Advances previously made, as provided in
      Section 3.08).

     

    If
      an
      Event of Default described in clause (g) shall occur and if the Servicer
      has failed to make any Advance, the Trustee, shall prior to the next
      Distribution Date, immediately make such Advance and terminate the rights and
      obligations of the Servicer, as applicable, hereunder and succeed to the rights
      and obligations of the Servicer, as applicable, hereunder pursuant to
      Section 8.02, including the obligation to make Advances on such succeeding
      Distribution Date pursuant to the terms hereof.

     

    If
      an
      Event of Default described in clause (h), (i) or (j) occurs, the Trustee
      shall at the direction of DLJMC, by notice in writing to the Servicer, terminate
      all of the rights and obligations of the Servicer under this Agreement (other
      than rights to reimbursement for Advances and Servicing Advances previously
      made, as provided in Section 3.08) and shall appoint as successor Servicer
      the entity selected by DLJMC in accordance with Section 8.02;
provided that DLJMC shall first furnish to the Trustee a letter from each
      Rating Agency that the appointment of such successor will not result in a
      downgrading of the rating of any of the Certificates.

     

    
      	
               

            	
              SECTION
                8.02.

            	
              Trustee
                to Act; Appointment of
                Successor.

            


    

     

    On
      and
      after the time the Servicer receives a notice of termination pursuant to
      Section 8.01 hereof or resigns pursuant to Section 7.04 hereof,
      subject to the provisions of Section 3.04 hereof, the Trustee shall be the
      successor in all respects to the Servicer, as applicable, in its capacity as
      servicer under this Agreement and with respect to the transactions set forth
      or
      provided for herein and shall be subject to all the responsibilities, duties
      and
      liabilities relating thereto placed on the Servicer by the terms and provisions
      hereof; provided, that the Trustee shall not be deemed to have made any
      representation or warranty as to any Mortgage Loan made by the Servicer and
      shall not effect any repurchases or substitutions of any Mortgage
      Loan.  As compensation therefor, the Trustee shall be entitled to all
      funds relating to the Mortgage Loans that the Servicer (the “Replaced Servicer”)
      would have been entitled to charge to the Collection Account if the Replaced
      Servicer had continued to act hereunder (except that the Replaced Servicer
      shall
      retain the right to be reimbursed for advances (including, without limitation,
      Advances and Servicing Advances) theretofore made by the Replaced Servicer
      with
      respect to which it would be entitled to be reimbursed as provided in
      Section 3.08 if it had not been so terminated or
      resigned).  Notwithstanding the foregoing, if the Trustee has become
      the successor to a Replaced Servicer, in accordance with this Section 8.02,
      the Trustee may, if it shall be unwilling to so act, or shall, if it is unable
      to so act, appoint, or petition a court of competent jurisdiction to appoint,
      any established mortgage loan servicing institution, the appointment of which
      does not adversely affect the then current rating of the Certificates, as the
      successor to the Servicer hereunder in the assumption of all or any part of
      the
      responsibilities, duties or liabilities of the Servicer, provided that
      such successor to the Servicer shall not be deemed to have made any
      representation or warranty as to any Mortgage Loan made by the
      Servicer.  Pending appointment of a successor to the Servicer
      hereunder, the Trustee, unless such party is prohibited by law from so acting,
      shall act in such capacity as provided herein.  In connection with
      such appointment and assumption, the Trustee may make such arrangements for
      the
      compensation of such successor out of payments on Mortgage Loans as it and
      such
      successor shall agree; provided, however, that no such
      compensation shall be in excess of that permitted the Replaced Servicer,
      hereunder.  The Trustee and such successor shall take such action,
      consistent with this Agreement, as shall be necessary to effectuate any such
      succession.  Neither of the Trustee nor any other successor servicer
      shall be deemed to be in default hereunder by reason of any failure to make,
      or
      any delay in making, any distribution hereunder or any portion thereof caused
      by
      the failure of a Replaced Servicer to deliver, or any delay in delivering,
      cash,
      documents or records to it.

     

    A
      Replaced Servicer that has been terminated shall, at the request of the Trustee,
      but at the expense of such Replaced Servicer deliver to the assuming party
      all
      documents and records relating to the applicable Mortgage Loans and an
      accounting of amounts collected and held by it and otherwise use commercially
      reasonable efforts to effect the orderly and efficient transfer and assignment
      of such servicing, but only to the extent of the Mortgage Loans serviced
      thereunder, to the assuming party.  Notwithstanding anything to the
      contrary contained herein, the termination of the Servicer under this Agreement
      shall not extend to any Sub-Servicer meeting the requirements of
      Section 3.02(a) and otherwise servicing the related Mortgage Loans in
      accordance with the servicing provisions of this Agreement.

     

    The
      Servicer shall cooperate with the Trustee and any successor servicer in
      effecting the termination of a Replaced Servicer’s responsibilities and rights
      hereunder, including without limitation, the transfer to such successor for
      administration by it of all cash amounts which shall at the time be credited
      by
      the Servicer to the Collection Account or thereafter received with respect
      to
      the Mortgage Loans.

     

    Neither
      the Trustee nor any other successor servicer shall be deemed to be in default
      hereunder by reason of any failure to make, or any delay in making, any
      distribution hereunder or any portion thereof caused by (a) the failure of
      the Servicer to (i) deliver, or any delay in delivering, cash, documents or
      records to it, or (ii) cooperate as required by this Agreement, or
      (b) restrictions imposed by any regulatory authority having jurisdiction
      over the Servicer.

     

    Any
      successor to the Servicer as servicer shall during the term of its service
      as
      servicer maintain in force the policy or policies that the Servicer is required
      to maintain pursuant to Section 3.09(b) hereof.

     

    All
      reasonable out of pocket costs and expenses (including attorney’s fees) incurred
      in connection with transferring servicing to a successor Servicer shall be
      paid
      by the predecessor servicer (or if the predecessor servicer is the Trustee,
      the
      initial servicer) upon presentation of reasonable documentation of such costs
      and expenses.  If the Servicer that has been terminated fails to pay
      all costs related to the transition of servicing to the successor Servicer,
      the
      successor Servicer shall be entitled to reimbursement of those amounts from
      the
      Trust.

     

    In
      connection with the termination or resignation of the Servicer hereunder, either
      (i) the successor Servicer, including the Trustee if it is acting as
      successor Servicer, shall represent and warrant that it or an affiliate 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 related Mortgage Loans that are registered with MERS, or (ii) the
      Replaced Servicer, at its sole expense, shall cooperate with the successor
      Servicer either (x) 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 Servicer or
      (y) in causing MERS to designate on the MERS® System the successor Servicer
      as the servicer of such Mortgage Loan (at the cost and expense of the successor
      Servicer to the extent such costs relate to the qualification of such successor
      Servicer as a member of MERS, otherwise at the cost and expense of the Replaced
      Servicer).  The Replaced Servicer shall file or cause to be filed any
      such assignment in the appropriate recording office.  The successor
      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
      8.03.                                           Notification
      to Certificateholders.

     

    (a)           Upon
      any termination or appointment of a successor to the Servicer, the Trustee
      shall
      give prompt written notice thereof to the Seller and the Certificateholders
      at
      their respective addresses appearing in the Certificate Register and to the
      Rating Agencies.

     

    (b)           Within
      two Business Days after the occurrence of any Event of Default, the Trustee
      shall transmit by mail to the Seller and all Certificateholders, and the Rating
      Agencies notice of each such Event of Default hereunder known to the Trustee,
      unless such Event of Default shall have been cured or waived.

     

    SECTION
      8.04.                                           Waiver
      of Events of Default.

     

    As
      set
      forth in Section 8.04 of ARTICLE VIII of the Standard Terms.

     

    ARTICLE
      IX

     

    CONCERNING
      THE TRUSTEE

     

    SECTION
      9.01.                                           Duties
      of Trustee.

     

    The
      Trustee, prior to the occurrence of an Event of Default and after the curing
      or
      waiver of all Events of Default that may have occurred, undertakes with respect
      to the Trust Fund to perform such duties and only such duties as are
      specifically set forth in this Agreement.  In case an Event of Default
      of which a  Responsible Officer of the Trustee shall have actual
      knowledge has occurred and remains uncured, the Trustee shall exercise such
      of
      the rights and powers vested in it by this Agreement, and use the same degree
      of
      care and skill in their exercise, as a prudent person would exercise or use
      under the circumstances in the conduct of such person’s own
      affairs.  Any permissive right of the Trustee set forth in this
      Agreement shall not be construed as a duty.

     

    The
      Trustee, upon receipt of all resolutions, certificates, statements, opinions,
      reports, documents, orders or other instruments furnished to the Trustee that
      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.  The Trustee shall have no duty to
      recompute, recalculate or verify the accuracy of any resolution, certificate,
      statement, opinion, report, document, order or other instrument so furnished
      to
      the Trustee.  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.

     

    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, its negligent failure to perform its obligations in compliance
      with this Agreement, or any liability which would be imposed by reason of its
      willful misfeasance or bad faith; provided, however,
      that:

     

    (a)           prior
      to the occurrence of an Event of Default of which a  Responsible
      Officer of the Trustee shall have actual knowledge, and after the curing or
      of
      all such Events of Default that 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 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 which it reasonably believed in good faith to be genuine and to have
      been duly executed by the proper authorities respecting any matters arising
      hereunder;

     

    (b)           the
      Trustee shall not be liable for an error of judgment made in good faith by
      a
      Responsible Officer or Responsible Officers of the Trustee, unless it shall
      be
      finally proven that the Trustee was negligent in ascertaining the pertinent
      facts;

     

    (c)           the
      Trustee shall not be liable with respect to any action taken, suffered or
      omitted to be taken by it in good faith in accordance with this Agreement at
      the
      direction of the Holders of Certificates evidencing greater than 50% of the
      Voting Rights allocated to each Class of Certificates relating to the time,
      method and place of conducting any proceeding for any remedy available to the
      Trustee, or exercising any trust or power conferred upon the Trustee, under
      this
      Agreement;

     

    (d)           no
      provision of this Agreement shall require the Trustee to expend or risk its
      own
      funds or otherwise incur any financial liability in the performance of any
      of
      its duties hereunder or in the exercise of any of its rights or powers if it
      shall have reasonable grounds for believing that repayment of such funds or
      adequate indemnity against such risk or liability is not reasonably assured
      to
      it; and

     

    (e)           the
      Trustee shall have no responsibility for any act or omission of a Custodian,
      it
      being understood and agreed that the Trustee and any Custodian are independent
      contractors and not agents, partners or joint venturers.

     

    The
      Trustee shall not be deemed to have knowledge of any Event of Default or event
      which, with notice or lapse of time, or both, would become an Event of Default,
      unless a Responsible Officer of the Trustee shall have received written notice
      thereof from the Servicer, the Depositor or a Certificateholder, or a
      Responsible Officer of the Trustee has actual notice thereof, and in the absence
      of such notice no provision hereof requiring the taking of any action or the
      assumption of any duties or responsibility by the Trustee following the
      occurrence of any Event of Default or event which, with notice or lapse of
      time
      or both, would become an Event of Default, shall be effective as to the
      Trustee.

     

    The
      Trustee shall have no duty hereunder with respect to any complaint, claim,
      demand, notice or other document it may receive or which may be alleged to
      have
      been delivered to or served upon it by the parties as a consequence of the
      assignment of any Mortgage Loan hereunder; provided, however, that
      the Trustee shall use its best efforts to remit to the Servicer upon receipt
      of
      any such complaint, claim, demand, notice or other document (i) which is
      delivered to the Corporate Trust Office of the Trustee, (ii) of which a
      Responsible Officer has actual knowledge, and (iii) which contains
      information sufficient to permit the Trustee to make a determination that the
      real property to which such document relates is a Mortgaged
      Property.

     

    SECTION
      9.02.                                           Certain
      Matters Affecting the Trustee.

     

    As
      set
      forth in Section 9.02 of ARTICLE IX of the Standard Terms.

     

    SECTION
      9.03.                                           Trustee
      Not Liable for Certificates or Mortgage Loans.

     

    As
      set
      forth in Section 9.03 of ARTICLE IX of the Standard Terms.

     

    SECTION
      9.04.                                           Trustee
      May Own Certificates.

     

    As
      set
      forth in Section 9.04 of ARTICLE IX of the Standard Terms.

     

    SECTION
      9.05.                                           Trustee’s
      Fees and Expenses.

     

    (a)           In
      addition to the Trustee Fee, the Trustee, as compensation for its activities
      hereunder, shall be entitled to withdraw from the Certificate Account on each
      Distribution Date prior to making distributions pursuant to Section 4.01 any
      investment income or other benefit derived from balances in the Certificate
      Account for such Distribution Date pursuant to Section
      3.05(e).  Subject to the limitations set forth in Section 9.05(b), the
      Trustee and any director, officer, employee or agent of the Trustee shall be
      indemnified by by DLJMC (or if DLJMC shall fail to do so, by the Trust) and
      held
      harmless against any loss, liability or expense (including reasonable attorney’s
      fees and expenses) incurred in connection with any claim or legal action
      relating to (a) this Agreement, any Custodial Agreement or any Swap Agreement,
      (b) the Certificates, or (c) the performance of any of the Trustee’s duties
      hereunder (including, without limitation, website posting of statements, reports
      or other information as required under this Agreement) or under any Custodial
      Agreement or the Swap Agreement, other than any loss, liability or expense
      incurred by reason of willful misfeasance, bad faith or negligence in the
      performance of any of the Trustee’s duties hereunder or incurred by reason of
      any action of the Trustee taken at the direction of the Certificateholders.
      Such
      indemnity shall survive the termination of this Agreement or the resignation
      or
      removal of the Trustee hereunder. Without limiting the foregoing, DLJMC (or
      if
      DLJMC shall fail to do so, by the Trust) shall, subject to the limitation set
      forth in Section 9.05(b), and except for any such expense, disbursement or
      advance as may arise from the Trustee’s negligence, bad faith or willful
      misconduct, pay or reimburse the Trustee, for all reasonable expenses,
      disbursements and advances incurred or made by the Trustee in accordance with
      any of the provisions of this Agreement with respect to: (A) the reasonable
      compensation and the expenses and disbursements of its counsel not associated
      with the closing of the issuance of the Certificates, (B) the reasonable
      compensation, expenses and disbursements of any accountant, engineer or
      appraiser that is not regularly employed by the Trustee, to the extent that
      the
      Trustee must engage such persons to perform acts or services hereunder, (C)
      printing and engraving expenses in connection with preparing any Definitive
      Certificates and (D) any other reasonable expenses incurred other than in the
      ordinary course of its business by the Trustee in connection with its duties
      hereunder. Except as otherwise provided herein, the Trustee shall not be
      entitled to payment or reimbursement for any routine ongoing expenses incurred
      by the Trustee in the ordinary course of its duties as Trustee or Paying Agent
      hereunder or for any other expenses.

     

    (b)           Notwithstanding
      anything to the contrary in this Agreement, DLJMC (or if DLJMC shall fail to
      do
      so, by the Trust) shall not be obligated to pay to the Trustee more than, in
      the
      aggregate, $150,000 per year pursuant to Section 9.05(a) hereof; provided that
      any amounts not payable by DLJMC or the Trust to the Trustee due to such
      limitation shall be payable by DLJMC (or if DLJMC fails to do so, by the Trust)
      in any succeeding year, subject to the aggregate $150,000 per annum limitation
      imposed by the preceding limitation.  Other than as set forth in this
      Section 9.05, the Trustee shall not be entitled to any other compensation or
      reimbursement for loss or expenses.  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.

     

    SECTION
      9.06.                                           Eligibility
      Requirements for Trustee.

     

    The
      Trustee hereunder shall at all times be a corporation or association organized
      and doing business under the laws of any state or the United States of America,
      authorized under such laws to exercise corporate trust powers, having ratings
      on
      its long term debt obligations at the time of such appointment in at least
      the
      third highest rating category by both Moody’s and S&P (provided that if such
      rating is in the third highest rating category of S&P, the Trustee shall
      also have a short-term rating from S&P of A-1) or such lower ratings as will
      not cause Moody’s or S&P to lower their then current ratings of the
      Certificates, having a combined capital and surplus of at least $50,000,000
      and
      subject to supervision or examination by federal or state
      authority.  If such corporation or association 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 9.06 the combined capital and surplus of such corporation or
      association shall be deemed to be its combined capital and surplus as set forth
      in its most recent report of condition so published.  In case at any
      time the Trustee shall cease to be eligible in accordance with the provisions
      of
      this Section 9.06, the Trustee shall resign immediately in the manner and
      with the effect specified in Section 9.07 hereof.

     

    SECTION
      9.07.                                           Resignation
      and Removal of Trustee.

     

    As
      set
      forth in Section 9.07 of ARTICLE IX of the Standard Terms.

     

    SECTION
      9.08.                                           Successor
      Trustee.

     

    Any
      successor trustee appointed as provided in Section 9.07 hereof shall execute,
      acknowledge and deliver to the Depositor 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 the like effect as if originally named as trustee
      herein.  The Depositor, upon receipt of all amounts due it hereunder,
      and the predecessor trustee shall execute and deliver such instruments and
      do
      such other things as may reasonably be required for more fully and certainly
      vesting and confirming in the successor trustee all such rights, powers, duties,
      and obligations.

     

    No
      successor trustee shall accept appointment as provided in this Section 9.08
      unless at the time of such acceptance such successor trustee shall be eligible
      under the provisions of Section 9.06 hereof and its acceptance shall not
      adversely affect the then current rating of the Certificates.

     

    Upon
      acceptance of appointment by a successor trustee as provided in this Section
      9.08, the Depositor shall mail notice of the succession of such trustee
      hereunder to all Holders of Certificates at their addresses as shown in the
      Certificate Register.  If the Depositor fails to mail such notice
      within ten days after acceptance of appointment by the successor trustee, the
      successor trustee shall cause such notice to be mailed at the expense of the
      Depositor.

     

    Any
      Person appointed as successor trustee pursuant to Section 9.07 of Article IX
      of
      the Standard Terms shall also be required to serve as successor Supplemental
      Interest Trust Trustee under the Swap Agreement.

     

    SECTION
      9.09.                                           Merger
      or Consolidation of Trustee.

     

    As
      set
      forth in Section 9.09 of ARTICLE IX of the Standard Terms.

     

    SECTION
      9.10.                                           Appointment
      of Co-Trustee or Separate Trustee.

     

    As
      set
      forth in Section 9.10 of ARTICLE IX of the Standard Terms.

     

    SECTION
      9.11.                                           Office
      of the Trustee.

     

    As
      set
      forth in Section 9.11 of ARTICLE IX of the Standard Terms.

     

    SECTION
      9.12.                                           Tax
      Return.

     

    The
      Servicer, upon request, shall furnish the Trustee with all such information
      related to the Mortgage Loans in the possession of the Servicer as may be
      reasonably required in connection with the preparation by the Trustee of all
      tax
      and information returns of the Trust Fund, and the Trustee shall sign such
      returns. The Servicer shall indemnify the Trustee for all reasonable costs,
      including legal fees and expenses, related to errors in such tax returns due
      to
      errors only in such information provided by the Servicer.

     

    SECTION
      9.13.                                           Determination
      of Certificate Index.

     

    On
      each
      Interest Determination Date, the Trustee shall determine each Certificate Index
      for the Accrual Period and such rate shall be final and binding, absent a
      manifest error of the Trustee.

     

    SECTION
      9.14.                                           Tax
      Matters.

     

    It
      is
      intended that the assets with respect to which the REMIC elections are to be
      made, as set forth in the Preliminary Statement, shall constitute, and that
      the
      conduct of matters relating to each such segregated pool of assets shall be
      such
      as to qualify such assets as, a “real estate mortgage investment conduit” as
      defined in and in accordance with the Trust Fund Provisions. In furtherance
      of
      such intention, the Trustee covenants and agrees that it shall act as agent
      (and
      the Trustee is hereby appointed to act as agent) for the Tax Matters Person
      and
      on behalf of the Trust Fund and that in such capacity it shall: (a) prepare
      and
      file, or cause to be prepared and filed, in a timely manner, a U.S. Real Estate
      Mortgage Investment Conduit Income Tax Return (Form 1066 or any successor form
      adopted by the Internal Revenue Service) and prepare and file or cause to be
      prepared and filed with the Internal Revenue Service and applicable state or
      local tax authorities income tax or information returns for each taxable year
      with respect to each of REMIC I, REMIC II, REMIC III and REMIC IV containing
      such information and at the times and in the manner as may be required by the
      Code or state or local tax laws, regulations, or rules, and furnish or cause
      to
      be furnished to Certificateholders the schedules, statements or information
      at
      such times and in such manner as may be required thereby; (b) within thirty
      days
      of the Closing Date, furnish or cause to be furnished to the Internal Revenue
      Service, on Forms 8811 or as otherwise may be required by the Code, the name,
      title, address, and telephone number of the person that the holders of the
      Certificates may contact for tax information relating thereto, together with
      such additional information as may be required by such form, and update such
      information at the time or times in the manner required by the Code; (c) make
      or
      cause to be made elections that the assets of each of REMIC I, REMIC II, REMIC
      III and REMIC IV be treated as a REMIC on the federal tax return for its first
      taxable year (and, if necessary, under applicable state law); (d) prepare and
      forward, or cause to be prepared and forwarded, to the Certificateholders and
      to
      the Internal Revenue Service and, if necessary, state tax authorities, all
      information returns and reports as and when required to be provided to them
      in
      accordance with the REMIC Provisions, including without limitation, the
      calculation of any original issue discount using the Prepayment Assumption;
      (e)
      provide information necessary for the computation of tax imposed on the transfer
      of a Residual Certificate to a Person that is not a Permitted Transferee, or
      an
      agent (including a broker, nominee or other middleman) of a Non-Permitted
      Transferee, or a pass-through entity in which a Non-Permitted Transferee is
      the
      record holder of an interest (the reasonable cost of computing and furnishing
      such information may be charged to the Person liable for such tax); (f) to
      the
      extent that they are under its control, conduct matters relating to such assets
      at all times that any Certificates are outstanding so as to maintain the status
      of REMIC I, REMIC II, REMIC III and REMIC IV as a REMIC under the REMIC
      Provisions; (g) not knowingly or intentionally take any action or omit to take
      any action that would cause the termination of the REMIC status of REMIC I,
      REMIC II, REMIC III and REMIC IV; (h) pay, from the sources specified in the
      fourth paragraph of this Section 9.14, the amount of any federal or state tax,
      including prohibited transaction taxes as described below, imposed on the Trust
      Fund prior to its termination when and as the same shall be due and payable
      (but
      such obligation shall not prevent the Trustee or any other appropriate Person
      from contesting any such tax in appropriate proceedings and shall not prevent
      the Trustee from withholding payment of such tax, if permitted by law, pending
      the outcome of such proceedings); (i) ensure that federal, state or local income
      tax or information returns shall be signed by the Trustee or such other person
      as may be required to sign such returns by the Code or state or local laws,
      regulations or rules; (j) maintain records relating to the Trust Fund, including
      but not limited to the income, expenses, assets and liabilities thereof and
      the
      fair market value and adjusted basis of the assets determined at such intervals
      as may be required by the Code, as may be necessary to prepare the foregoing
      returns, schedules, statements or information; and (k) as and when necessary
      and
      appropriate, represent the Trust Fund in any administrative or judicial
      proceedings relating to an examination or audit by any governmental taxing
      authority, request an administrative adjustment as to any taxable year of the
      Trust Fund, enter into settlement agreements with any governmental taxing
      agency, extend any statute of limitations relating to any tax item of the Trust
      Fund, and otherwise act on behalf of the Trust Fund in relation to any tax
      matter or controversy involving it.

     

    To
      the
      extent that they are under its control, the Servicer shall conduct matters
      relating to the assets of each REMIC at all times that any Certificates are
      outstanding so as to maintain the status of REMIC I, REMIC II, REMIC III and
      REMIC IV as a REMIC under the REMIC Provisions. No Servicer shall knowingly
      or
      intentionally take any action that would cause the termination of the REMIC
      status of REMIC I, REMIC II, REMIC III and REMIC IV.

     

    In
      order
      to enable the Trustee to perform its duties as set forth herein, 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 requests in
      writing and determines to be relevant for tax purposes to the valuations and
      offering prices of the Certificates, including, without limitation, the price,
      yield, prepayment assumption and projected cash flows of the Certificates and
      the Mortgage Loans. Thereafter, the Depositor shall provide to the Trustee
      promptly upon written request therefor any such additional information or data
      that the Trustee may, from time to time, reasonably request in order to enable
      the Trustee to perform its duties as set forth herein. DLJMC hereby indemnifies
      the Trustee for any losses, liabilities, damages, claims or expenses of the
      Trustee arising from any errors or miscalculations of the Trustee that result
      from any failure of the Depositor to provide, or to cause to be provided,
      accurate information or data to the Trustee on a timely basis.

     

    In
      the
      event that any tax is imposed on “prohibited transactions” of the Trust Fund as
      defined in Section 860F(a)(2) of the Code, on the “net income from foreclosure
      property” of the Trust Fund as defined in Section 860G(c) of the Code, on any
      contribution to the Trust Fund after the Startup Day pursuant to Section 860G(d)
      of the Code, or any other tax is imposed, if not paid as otherwise provided
      for
      herein, such tax shall be paid by (i) the Trustee, if any such other tax arises
      out of or results from a breach by the Trustee of any of its obligations under
      this Agreement, (ii) the related Servicer or the Seller, in the case of any
      such
      minimum tax, if such tax arises out of or results from a breach by such Servicer
      or the Seller of any of their obligations under this Agreement or (iii) the
      Seller, if any such tax arises out of or results from the Seller’s obligation to
      repurchase a related Mortgage Loan pursuant to Section 2.02 or 2.03 or (iv)
      in
      all other cases, or in the event that the Trustee, the related Servicer or
      Seller fails to honor its obligations under the preceding clauses (i), (ii)
      or
      (iii), any such tax will be paid with amounts otherwise to be distributed to
      the
      Certificateholders, as provided in Section 4.02.

     

    Neither
      a
      Servicer nor the Trustee shall enter into any arrangement by which any of REMIC
      I, REMIC II, REMIC III or REMIC IV will receive a fee or other compensation
      for
      services nor permit any of REMIC I, REMIC II, REMIC III or REMIC IV 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
                9.15.

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

            


    

     

    In
      the
      event that any REMIC fails to qualify as a REMIC, loses its status as a REMIC,
      or incurs federal, state or local taxes as a result of a prohibited transaction
      or prohibited contribution under the REMIC Provisions due to the negligent
      performance by the Servicer of its duties and obligations set forth herein,
      the
      Servicer shall indemnify the Trustee and the Trust Fund against any and all
      losses, claims, damages, liabilities or expenses (“Losses”) resulting from such
      negligence; provided, however, that the Servicer shall not be liable for any
      such Losses attributable to the negligence of the Trustee, the Depositor or
      the
      Holder of such Class R Certificate, as applicable, nor for any such Losses
      resulting from misinformation provided by the Holder of such Class R Certificate
      on which the Servicer has relied.  The foregoing shall not be deemed
      to limit or restrict the rights and remedies of the Holder of such Class R
      Certificate now or hereafter existing at law or in
      equity.  Notwithstanding the foregoing, however, in no event shall the
      Servicer have any liability (1) for any action or omission that is taken by
      it
      in accordance with and in compliance with the express terms of, or which is
      expressly permitted by the terms of, this Agreement, (2) for any Losses other
      than arising out of a negligent performance by the Servicer of its duties and
      obligations set forth herein, and (3) for any special or consequential damages
      to Certificateholders (in addition to payment of principal and interest on
      the
      Certificates).

     

    ARTICLE
      X

     

    [Reserved].

     

    ARTICLE
      XI

     

    TERMINATION

     

    
      	
               

            	
              SECTION
                11.01.

            	
              Termination
                upon Liquidation or Purchase of all Mortgage
                Loans.

            


    

     

    The
      obligations and responsibilities of any Special Servicer, the Servicer, the
      Seller, the Depositor and the Trustee created hereby with respect to the related
      Loan Group(s) created hereby shall terminate upon the earlier of:

     

    (a)           the
      purchase by the Terminating Entity, at its election, of all Mortgage Loans
      and
      all property acquired in respect of any remaining Mortgage Loan, which purchase
      right the Terminating Entity may exercise at its sole and exclusive election
      as
      of any Distribution Date (such applicable Distribution Date with respect to
      such
      Mortgage Loans being herein referred to as the “Optional Termination Date”) on
      or after the date on which the aggregate Principal Balance of the Mortgage
      Loans, at the time of the purchase is less than or equal to 10% of the Aggregate
      Loan Balance; provided that if the Terminating Entity does not exercise such
      option, Ocwen, in its capacity as Servicer, may exercise such option on or
      after
      the date which the aggregate Principal Balance of the Mortgage Loans declines
      below 5% of the Aggregate Loan Balance as of the Cut-off Date; or

     

    (b)           the
      later of (i) twelve months after the maturity of the last Mortgage Loan
      remaining in the Trust Fund, (ii) the liquidation (or any advance with
      respect thereto) of the last Mortgage Loan remaining in the Trust Fund and
      the
      disposition of all REO Property and (iii) the distribution to
      Certificateholders of all amounts required to be distributed to them pursuant
      to
      this Agreement.

     

    In
      no
      event shall the trust created hereby continue beyond the earlier of (i) the
      expiration of 21 years from the death of the last survivor of the descendants
      of
      Mr. Joseph P. Kennedy, former Ambassador of the United States to Great Britain,
      living on the date of execution of this Agreement or (ii) the Distribution
      Date following the third anniversary of the scheduled maturity date of the
      Mortgage Loan having the latest scheduled maturity date as of the Cut-off
      Date.

     

    The
      “Mortgage Loan Purchase Price” for any such Optional Termination shall be equal
      to the sum of (i) 100% of the Stated Principal Balance of each Mortgage
      Loan in the applicable Loan Group(s) (other than in respect of
      REO Property) plus accrued and unpaid interest thereon from the date to
      which such interest was paid or advanced at the applicable Mortgage Rate, to
      but
      not including the Due Date in the month of the final Distribution Date (or
      the
      Net Mortgage Rate with respect to any related Mortgage Loan currently serviced
      by the entity exercising such Optional Termination) and (ii) with respect
      to any REO Property, the lesser of (x) the appraised value of any
      REO Property as determined by the higher of two appraisals completed by two
      independent appraisers selected by the Depositor at the expense of the Depositor
      and (y) the Stated Principal Balance of each related Mortgage Loan related
      to any REO Property, in each case and (iii) (A) any remaining
      unreimbursed Advances, Servicing Advances and unpaid Servicing Fees (other
      than
      any remaining unreimbursed Advances and Servicing Advances and unpaid Servicing
      Fees, if any, due to the Terminating Entity) and other amounts payable to the
      Servicer, the Custodian and the Trustee and (B) any Swap Termination Payments
      owed to the Swap Counterparty which remains unpaid or which is due to the
      exercise of such option (the “Swap Optional Termination Payment”).

     

    (c)           [Reserved].

     

    (d)           [Reserved].

     

    SECTION
      11.02.                                           [Reserved].

     

    SECTION
      11.03.                                           Procedure
      Upon Optional Termination.

     

    (a)           In
      case of any Optional Termination, the Terminating Entity or Ocwen, as
      applicable, shall, no later than ten (10) days prior to the first day of
      the related Optional Termination Notice Period, notify the Trustee of such
      Optional Termination Date and of the applicable purchase price of the Mortgage
      Loans to be purchased.  Upon purchase by the Terminating Entity or
      Ocwen, as applicable, of any Mortgage Loans pursuant to Section 11.01, the
      Trustee shall notify the Servicer that is servicing any of such Mortgage Loans
      (and with respect to the purchase of the Mortgage Loans in any Loan Group to
      which a Swap or a Cap relates, the related Counterparty) of such
      purchase.

     

    In
      connection with any Optional Termination, four (4) Business Days prior to the
      final Distribution Date specified in the notice required pursuant to this
      Section 11.03(a), the Trustee shall, no later than 4:00 pm New York City time
      on
      such day, request in writing (in accordance with the applicable provision in
      the
      Swap Agreement) and by phone from the Swap Counterparty the amount of the
      Estimated Swap Termination Payment.  The Swap Counterparty shall, no
      later than 2:00 pm on the following Business Day, notify in writing (which
      may
      be done in electronic format) the Trustee of the amount of the Estimated Swap
      Termination Payment; the Trustee shall promptly on the same day notify the
      Terminating Entity of the amount of the Estimated Swap Termination
      Payment.

     

    (b)           Any
      purchase of the Mortgage Loans by the Terminating Entity or Ocwen, as
      applicable, shall be made on an Optional Termination Date in accordance with
      the
      following procedures. Two (2) Business Days prior to the final Distribution
      Date
      specified in the notice required pursuant to this Section 11.03, (i) the
      Terminating Entity or Ocwen, as applicable, shall, no later than 1:00 pm New
      York City time on such day, deposit funds in the Certificate Account in an
      amount equal to the sum of the Mortgage Loan Purchase Price (other than the
      Swap
      Optional Termination Payment) and the Estimated Swap Termination Payment, and
      (ii) if the Trustee shall have determined that the aggregate Stated Principal
      Balance of all of the Mortgage Loans in the Trust Fund and the appraised value
      of the REO Properties as of the related Determination Date is less than 10%
      or
      5%, as applicable, of the Aggregate Loan Balance as of the Cut-off Date and
      that
      all other requirements of the Optional Termination have been met, including
      without limitation, the deposit required pursuant to the second paragraph of
      this Section 11.03 as well as the requirements specified in Section 11.04,
      then
      the Trustee shall, on the same Business Day, provide written notice to the
      Terminating Entity or Ocwen, as applicable, the Depositor, the Servicer and
      the
      Swap Counterparty (in accordance with the applicable provision of the Swap
      Agreement) confirming (a) its receipt of the Mortgage Loan Purchase Price (other
      than the Swap Optional Termination Payment) and the Estimated Swap Termination
      Payment and (b) that all other requirements of the Optional Termination have
      been met.  Upon the Trustee’s providing the notice described in the
      preceding sentence, the Optional Termination shall become irrevocable, the
      notice to Certificateholders of such Optional Termination provided pursuant
      to
      the preceding paragraph of this Section 11.03 shall become unrescindable, the
      Swap Counterparty shall determine the Swap Optional Termination Payment in
      accordance with the Swap Agreement, and the Swap Counterparty shall provide
      to
      the Trustee written notice of the amount of the Swap Optional Termination
      Payment not later than one Business Day prior to the final Distribution Date
      specified in the notice required pursuant to this Section 11.03.  Upon
      receipt by the Trustee of an Officer’s Certificate of the Terminating Entity or
      Ocwen, as applicable, certifying as to the deposit of such amounts into the
      Certificate Account, the Trustee shall, upon request and at the expense of
      the
      Terminating Entity or Ocwen, as applicable, execute and deliver all such
      instruments of transfer or assignment delivered to it by the Terminating Entity,
      or Ocwen, as applicable, in each case without recourse, as shall be reasonably
      requested by the Terminating Entity or Ocwen, as applicable, to vest title
      in
      the Terminating Entity or Ocwen, as applicable, in the Mortgage Loans so
      purchased and shall transfer or deliver to the Terminating Entity or Ocwen,
      as
      applicable, the purchased Mortgage Loans.  Any distributions on the
      Mortgage Loans which have been subject to an Optional Termination received
      by
      the Trustee subsequent to (or with respect to any period subsequent to) the
      Optional Termination Date shall be promptly remitted by it to the Terminating
      Entity.

     

    (c)           Notice
      of the Distribution Date on which the Trustee anticipates that the final
      distribution shall be made on a Class of Certificates (whether upon Optional
      Termination or otherwise), shall be given promptly by the Trustee by first
      class
      mail to Holders of the affected Certificates.  Such notice shall be
      mailed no earlier than the 15th day and not later than the 10th day preceding
      the applicable Optional Termination Date or date of final distribution, as
      the
      case may be.  Such notice shall specify (i) the Distribution Date
      upon which final distribution on the affected Certificates shall be made upon
      presentation and surrender of such Certificates at the office or agency therein
      designated, (ii) the amount of such final distribution and (iii) that
      the Record Date otherwise applicable to such Distribution Date is not
      applicable, such distribution being made only upon presentation and surrender
      of
      such Certificates at the office or agency maintained for such purposes (the
      address of which shall be set forth in such notice).

     

    (d)           Upon
      presentation and surrender of the Certificates, the Trustee shall cause the
      final distribution to the Certificateholders of each Class on the final
      Distribution Date to be made in accordance with the priorities of Section
      4.01.  In connection with any Optional Termination, only an amount
      equal to the Mortgage Loan Purchase Price less any Swap Optional Termination
      Payment shall be made available for distribution to the Regular Certificates.
      Any Estimated Swap Termination Payment deposited into the Certificate Account
      by
      the Terminating Entity or Ocwen, as applicable, shall be withdrawn by the
      Trustee from the Certificate Account on the related final Distribution Date
      and
      distributed as follows:  (i) to the Supplemental Interest Trust for
      payment to the Swap Counterparty in accordance with Section 4.08, an amount
      equal to the Swap Optional Termination Amount calculated pursuant to the Swap
      Agreement, provided that in no event shall the amount distributed to the Swap
      Counterparty in respect of the Swap Optional Termination Amount exceed the
      Estimated Swap Termination Payment, and (ii) to the Terminating Entity or Ocwen,
      as applicable, an amount equal to the excess, if any, of the Estimated Swap
      Termination Payment over the Swap Optional Termination Payment.  The
      Swap Optional Termination Payment shall not be part of any REMIC and shall
      not
      be paid into any account which is part of any REMIC.

     

    (e)           In
      the event that any Certificateholders shall not surrender Certificates for
      cancellation within six months after the date specified in the above mentioned
      written notice, the Trustee shall give a second written notice to the remaining
      such Certificateholders to surrender their Certificates for cancellation and
      receive the final distribution with respect thereto.  If within six
      months after the second notice all the Certificates shall not have been
      surrendered for cancellation, the Trustee may take appropriate steps, or may
      appoint an agent to take appropriate steps, to contact the remaining
      Certificateholders concerning surrender of their Certificates, and the cost
      thereof shall be paid out of the funds and other assets which remain subject
      to
      the Trust Fund.

     

    (f)           Notwithstanding
      anything to the contrary herein, the occurrence of an Optional Termination
      shall
      be subject to, and shall in no way adversely affect, the rights of the owner
      of
      the servicing rights related to the Mortgage Loans purchased in such Optional
      Termination.

     

    SECTION
      11.04.                                           Additional
      Termination Requirements.

     

    (a)           In
      the event the Terminating Entity or Ocwen, as applicable, exercises its purchase
      option pursuant to Section 11.01(A), the related subsidiary REMIC shall be
      terminated in accordance with the following additional requirements, unless
      the
      Trustee has received an Opinion of Counsel to the effect that the failure to
      comply with the requirements of this Section 11.04 will not
      (i) result in the imposition of taxes on a “prohibited transaction” of any
      REMIC created hereunder, as described in Section 860F of the Code, or
      (ii) cause any REMIC created hereunder to fail to qualify as a REMIC at any
      time that any Certificates are outstanding:

     

    (i)           within
      90 days prior to the final Distribution Date set forth in the notice given
      by
      Terminating Entity or Ocwen, as applicable, under Section 11.03, the Holder
      of the related Residual Certificates shall adopt a plan of complete liquidation
      for the related REMIC; and

     

    (ii)           at
      or after the time of adoption of any such plan of complete liquidation for
      such
      REMIC and at or prior to the final Distribution Date, the Trustee shall sell
      all
      of the assets of such REMIC to the Depositor for cash.

     

    (b)           Upon
      the exercise of an Optional Termination by the Terminating Entity or Ocwen,
      as
      applicable, in respect of the final remaining subsidiary REMIC (the “Remaining
      Subsidiary REMIC”) pursuant to Section 11.01, each remaining REMIC shall be
      terminated in accordance with the following additional requirements, unless
      the
      Trustee has received an Opinion of Counsel to the effect that the failure to
      comply with the requirements of this Section 11.04 will not
      (i) result in the imposition of taxes on a “prohibited transaction” of a
      REMIC, as described in Section 860F of the Code, or (ii) cause any
      REMIC created hereunder to fail to qualify as a REMIC at any time that any
      Certificates are outstanding:

     

    (i)           concurrently
      with the adoption of the plan of complete liquidation of the Remaining
      Subsidiary REMIC, as set forth in paragraph (a) of this Section 11.04,
      the Holder of the related Residual Certificates, as applicable, shall adopt
      a
      plan of complete liquidation of each remaining REMIC; and

     

    (ii)           at
      or after the time of adoption of any such plan of complete liquidation for
      each
      such remaining REMIC, at or prior to the final Distribution Date of the
      Remaining Subsidiary REMIC to be terminated, the Trustee shall sell all of
      the
      assets of each such remaining REMIC to the Depositor for cash.

     

    (c)           By
      its acceptance of a Residual Certificate, the Holder thereof hereby agrees
      to
      adopt such a plan of complete liquidation and to take such other action in
      connection therewith as may be reasonably required to liquidate and otherwise
      terminate the related REMIC created pursuant to this Agreement.

     

    ARTICLE
      XII

     

    MISCELLANEOUS
      PROVISIONS

     

    SECTION
      12.01.                                           Amendment.

     

    (a)           This
      Agreement may be amended from time to time by the Depositor, the Servicer,
      any
      Special Servicer, the Seller and the Trustee, without the consent of any of
      the
      Certificateholders,

     

    (i)           to
      cure any error or ambiguity,

     

    (ii)           to
      correct or supplement any provisions herein that may be inconsistent with any
      other provisions herein or in the Prospectus Supplement,

     

    (iii)           to
      modify, eliminate or add to any of its provisions to such extent as shall be
      necessary or desirable to maintain the qualification of the Trust Fund as a
      REMIC at all times that any Certificate is outstanding or to avoid or minimize
      the risk of the imposition of any federal income tax on the Trust Fund pursuant
      to the Code that would be a claim against the Trust Fund, provided that
      the Trustee has received an Opinion of Counsel to the effect that (A) such
      action is necessary or desirable to maintain such qualification or to avoid
      or
      minimize the risk of the imposition of any such federal income tax and (B)
      such
      action will not adversely affect the status of the Trust Fund as a REMIC or
      adversely affect in any material respect the interests of any
      Certificateholder,

     

    (iv)           in
      connection with the appointment of a successor servicer, to modify, eliminate
      or
      add to any of the servicing provisions, provided the Rating Agencies
      confirm the rating of the Certificates, or

     

    (v)           to
      make any other provisions with respect to matters or questions arising under
      this Agreement that are not materially inconsistent with the provisions of
      this
      Agreement, provided that such action shall not adversely affect in any
      material respect the interests of any Certificateholder or cause an Adverse
      REMIC Event.  Any Amendment pursuant to
      Section 12.01(a)(v) shall not be deemed to adversely affect in any
      material respect the interests of any Certificateholder if a letter is obtained
      from each Rating Agency stating that such amendment would not result in the
      downgrading or withdrawal of the respective ratings then assigned to the
      Certificates; or to comply with the provisions of Regulation AB.

     

    (b)           Except
      as provided in Section 12.01(c), this Agreement may be amended from time to
      time by the Depositor, the Servicer, the Seller and the Trustee with the consent
      of the Holders of Certificates evidencing, in the aggregate, not less than
      66
      2/3% of the Voting Rights of all the Certificates 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 the
      Certificates; provided, however, that no such amendment may
      (i) reduce in any manner the amount of, delay the timing of or change the
      manner in which payments received on or with respect to Mortgage Loans are
      required to be distributed with respect to any Certificate without the consent
      of the Holder of such Certificate, (ii) adversely affect in any material
      respect the interests of the Holders of a Class of Certificates in a manner
      other than as set forth in (i) above without the consent of the Holders of
      Certificates evidencing not less than 66 2/3% of the Voting Rights of such
      Class, (iii) reduce the aforesaid percentages of Voting Rights, the holders
      of which are required to consent to any such amendment without the consent
      of
      100% of the Holders of Certificates of the Class affected thereby,
      (iv) change the percentage of the Stated Principal Balance of the Mortgage
      Loans specified in Section 11.01(a) relating to optional termination
      of the Trust Fund, (v) modify the provisions of this
      Section 12.01.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this
      Section 12.01 to approve the particular form of any proposed amendment, but
      it shall be sufficient if such consent shall approve the substance
      thereof.  The manner of obtaining such consents and of evidencing the
      authorization of the execution thereof by Certificateholders shall be subject
      to
      such reasonable regulations as the Trustee may prescribe.

     

    (c)           This
      Agreement may be amended from time to time by the Depositor, any Special
      Servicer, the Servicer and the Trustee for the purpose of making one or more
      REMIC elections with respect to one or more Classes of Certificates delivered
      to
      the Trustee and issuing one or more additional classes of certificates
      representing interests in the Classes of Certificates delivered to the Trustee;
      provided, however, such amendment shall require the consent of
      100% of the Holders of the Certificates of the Class or Classes delivered to
      the
      Trustee and such amendment shall not cause an Adverse REMIC Event.

     

    (d)           Promptly
      after the execution of any amendment to this Agreement, the Trustee shall
      furnish written notification of the substance of such amendment to each
      Certificateholder, and the Rating Agencies.

     

    (e)           Prior
      to the execution of any amendment to this Agreement, the Trustee shall receive
      and be entitled to conclusively rely on an Opinion of Counsel (at the expense
      of
      the Person seeking such amendment) stating that the execution of such amendment
      is authorized and 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.

     

    (f)        
         [Reserved].

     

    (g)           [Reserved].

     

    (h)           [Reserved].

     

    (i)           Notwithstanding
      anything to the contrary in this Section 12.01, any Special Servicer, the
      Servicer, the Seller and the Trustee shall reasonably cooperate with the
      Depositor and its counsel to enter into such amendments or modifications to
      the
      Agreement as may be necessary to comply with Regulation AB and any
      interpretation thereof by the Commission.

     

    (j)           Notwithstanding
      any of the other provisions of this section 12.01, none of the parties to this
      Agreement shall enter into any amendment to this Agreement that could reasonably
      be expected to have a material adverse effect on the interests of  the
      Swap Counterparty hereunder (excluding, for the avoidance of doubt, any
      amendment to this Agreement that is entered into solely for the purpose of
      appointing a successor servicer, master servicer, securities administrator,
      trustee or other service provider) without the prior written consent of the
      Swap
      Counterparty, which consent shall not be unreasonably withheld, conditioned
      or
      delayed.

     

    SECTION
      12.02.                                           Recordation
      of Agreement; Counterparts.

     

    As
      set
      forth in Section 12.02 of ARTICLE XII of the Standard Terms.

     

    SECTION
      12.03.                                           Governing
      Law.

     

    As
      set
      forth in Section 12.03 of ARTICLE XII of the Standard Terms.

     

    SECTION
      12.04.                                           Intention
      of Parties.

     

    As
      set
      forth in Section 12.04 of ARTICLE XII of the Standard Terms.

     

    SECTION
      12.05.                                           Notices.

     

    In
      addition to other notices provided under this Agreement, the Trustee shall
      notify the Rating Agencies, and the Swap Counterparty with respect to clauses
      (c) and (d), in writing: (a) of any substitution of any Mortgage Loan;
      (b) of any payment or draw on any insurance policy applicable to the
      Mortgage Loans; (c) of the final payment of any amounts owing to a Class of
      Certificates; (d) any Event of Default under this Agreement; and
      (e) in the event any Mortgage Loan is purchased in accordance with this
      Agreement.

     

    All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given when received (i) in the case of the
      Depositor, with respect to notices required to be delivered by the Trustee
      pursuant to Article XIII, Credit Suisse First Boston Mortgage Securities Corp.
      via facsimile to (917) 326-7936 or via email to
Bruce.Kaiserman@Credit-Suisse.com, and for all other purposes, Credit
      Suisse First Boston Mortgage Securities Corp., 11 Madison Avenue,
      4th Floor, New York, New York 10010, Attention: Peter Sack (with a
      copy to DLJ Mortgage Acceptance Corp., 11 Madison Avenue, 4th Floor, New York,
      New York 10010, Attention: Peter Sack); (ii) in the case of the
      Trustee, the Corporate Trust Office, Attention: Structured Finance – CSMC
      2007-NC1 OSI, or such other address as may hereafter be furnished to the
      Depositor in writing by the Trustee; (iii) in the case of DLJMC,
      11 Madison Avenue, 4th Floor, New York, New York 10010,
      Attention: Peter Sack, Fax: (212) 743-5261 (with a copy to DLJ Mortgage
      Acceptance Corp., 11 Madison Avenue, 4th Floor, New York, New York 10010,
      Attention: Bruce Kaiserman, Fax: (917) 326-7936), or such other address as
      may be hereafter furnished to the Depositor and the Trustee by DLJMC in writing;
      (iv) in the case of Fitch, Fitch Ratings, 1 State Street Plaza, New York,
      New York 10004, Attention:  CSMC Asset-Backed Trust 2007-NC1 OSI, or
      such other address as Fitch may hereafter furnish to the Depositor, the Servicer
      and the Trustee; (v) in the case of Standard & Poor’s, 55 Water Street,
      New York, New York 10041; (vi) in the case of SPS, 3815 South West Temple,
      Salt
      Lake City, Utah 84115, Attention: Lester Cheng, with a copy to 3815 South
      West Temple, Salt Lake City, Utah 84115, Attention: General Counsel;
      (vii) in the case of Ocwen Loan Servicing, LLC, 1661 Worthington Road,
      Suite 100, West Palm Beach, Florida 33409; (viii)  in the case of the Swap
      Counterparty, Credit Suisse International, One Cabot Square, London E14 4QJ,
      Attention: Head of Credit Risk Management, with copies to: Managing Director
      -
      Operations Department and Managing Director - Legal Department, or such other
      address as may be hereafter furnished in writing by the Swap Counterparty and
      (ix) with respect to any other party, as set forth in the Series
      Supplement.

     

    Notices
      to Certificateholders shall be deemed given when mailed, first class postage
      prepaid.

     

    SECTION
      12.06.                                           Severability
      of Provisions.

     

    As
      set
      forth in Section 12.06 of ARTICLE XII of the Standard Terms.

     

    SECTION
      12.07.                                           Limitation
      on Rights of Certificateholders.

     

    As
      set
      forth in Section 12.07 of ARTICLE XII of the Standard Terms.

     

    SECTION
      12.08.                                           Certificates
      Nonassessable and Fully Paid.

     

    As
      set
      forth in Section 12.08 of ARTICLE XII of the Standard Terms.

     

    SECTION
      12.09.                                           Protection
      of Assets.

     

    As
      set
      forth in Section 12.09 of ARTICLE XII of the Standard Terms.

     

    SECTION
      12.10.                                           Non
      Solicitation.

     

    As
      set
      forth in Section 12.10 of ARTICLE XII of the Standard Terms.

     

    ARTICLE
      XIII

     

    EXCHANGE
      ACT REPORTING

     

    SECTION
      13.01.                                           Periodic
      Filings.

     

    (a)           The
      Trustee, the Servicer and any Special Servicer shall reasonably cooperate with
      the Depositor in connection with the Trust’s satisfying the reporting
      requirements under the Exchange Act.  As set forth below, the Trustee
      shall prepare on behalf of the Depositor any Forms 8-K, 10-D and 10-K customary
      for similar securities as required by the Exchange Act and the rules and
      regulations of the Commission thereunder, and the Depositor shall sign and
      the
      Trustee shall file (via EDGAR) such Forms on behalf of the
      Depositor.  The Depositor hereby grants to the Trustee a limited power
      of attorney to execute and file each such document on behalf of the
      Depositor.  Such power of attorney shall continue until the earlier of
      (i) receipt by the Trustee from the Depositor of written termination of such
      power of attorney and (ii) the termination of the Trust.  The
      Depositor agrees to provide individual powers of attorney and a board resolution
      authorizing the grant of such power of attorney each time the Trustee acts
      in
      such capacity, and the Trustee shall file such powers of attorney and
      resolutions in accordance with the Exchange Act and the rules and regulations
      promulgated thereunder.

     

    (b)           The
      Trustee will prepare and file Current Reports on Form 8-K in respect of the
      Trust at the direction and expense of the Depositor, provided, that, the
      Depositor, the Seller, any Special Servicer or the Servicer shall have timely
      notified the Trustee of an item reportable on a Form 8-K (unless such item
      is
      specific to the Trustee, in which case the Trustee will be deemed to have
      notice) and shall have delivered to the Trustee no later than two Business
      Days
      prior to the filing deadline for such Form 8-K, all information, signatures,
      data, and exhibits required to be provided or filed with such Form
      8-K.  Any disclosure required to be included on the Form 8-K
      (“Additional Form 8-K Disclosure”) shall be determined and prepared by the
      Trustee provided the entity indicated in Exhibit AA as the responsible party
      for
      providing that information notifies the Trustee in writing thereof no later
      than
      two Business Day prior to the filing deadline for such Form 8-K, and the Trustee
      shall have no liability with respect to any failure to properly prepare or
      file
      such Form 8-K 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 8-K Disclosure (unless the Trustee was the
      responsible party for providing such information)

     

    (c)           Within
      15 days after each Distribution Date, the Trustee shall, in accordance with
      industry standards and the rules of the Commission as in effect from time to
      time, prepare and file with the Commission via the Electronic Data Gathering
      and
      Retrieval System (“EDGAR”), and the Depositor shall sign, a Form 10-D that
      includes (i) a copy of the statement to the Certificateholders for such
      Distribution Date prepared by the Trustee pursuant to Section 4.04, (ii) such
      other information provided to the Trustee by the Servicer or any Special
      Servicer as is required by Form 10-D, including, but not limited to, the
      information required by Item 1121 (17 C.F.R. § 229.1121) of Regulation AB and
      (iii) such other information provided to the Trustee by the Depositor as is
      required by Item 7 of Form 10-D; provided that such information is provided
      to
      the Trustee no later than the first Business Day immediately following the
      related Determination Date.  Any disclosure in addition to the
      Distribution Date Statement required to be included on the Form 10-D
      (“Additional Form 10-D Disclosure”) shall be determined and prepared by the
      Trustee provided the entity indicated in Exhibit AA as the responsible party
      for
      providing that information notifies the Trustee in writing thereof within 5
      calendar days after each Distribution Date, 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 (unless the Trustee was the responsible party
      for providing such information).

     

    (d)           Prior
      to March 31st of the calendar year following the calendar year during which
      the
      Closing Date occurs (or such earlier date as may be required by the Exchange
      Act
      and the rules and regulations of the Commission) (the “Form 10-K Filing
      Deadline”), the Trustee shall file a Form 10-K, in substance as required by
      applicable law or applicable Commission staff’s interpretations.  To
      facilitate the Trustee’s preparation of the Form 10-K, the Trustee shall provide
      to the Depositor its proposed Form 10-K template no later than forty-five (45)
      days prior to the Form 10-K Filing Deadline and the Depositor shall review
      such
      template and provide to the Trustee, no later than thirty (30) days prior to
      the
      Form 10-K Filing Deadline, any comments to such Form 10-K template. Such Form
      10-K shall include as exhibits, each annual statement of compliance required
      to
      be delivered pursuant to Section 13.02 and each Accountant’s Attestation and
      Assessment of Compliance required to be furnished pursuant to Section 13.03,
      in
      each case to the extent they have been timely delivered to the Trustee (or
      the
      Depositor, in the case of the Trustee’s Assessment of Compliance) and such other
      information as is required by Regulation AB.

     

    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 provided to the Trustee by the entity that
      is indicated in Exhibit AA as the responsible party for providing that
      information, if other than the Trustee, in an EDGAR-compatible form (which
      may
      be Word or Excel documents easily convertible to EDGAR format), in each case
      no
      later than March 15 of each year.

     

    If
      such
      documents are not so timely delivered, the Trustee shall file an amended Form
      10-K including such documents as exhibits promptly after they are delivered
      to
      the Trustee.  The Trustee shall have no liability with respect to any
      failure to properly or timely prepare or file such periodic reports resulting
      from or relating to the Trustee’s inability or failure to obtain any information
      not resulting from its own negligence or willful misconduct.  The Form
      10-K shall also include a certification in the form attached hereto as Exhibit
      BB (the “Depositor Certification”), which shall be signed by the senior officer
      of the Depositor in charge of securitization.  Not later than 5
      Business Days before the date on which the Depositor’s Form 10-K is required to
      be filed in accordance with the Exchange Act and the rules and regulations
      of
      the Commission, the Depositor will deliver to the Trustee a form of the
      Depositor Certification.  The Depositor shall subsequently deliver to
      the Trustee the executed Depositor Certification no later than the date on
      which
      the Form 10-K is required to be filed.  The Trustee shall have no
      responsibility to file any items other than those specified in this Section
      13.01; provided, however, the Trustee will cooperate with the Depositor in
      connection with any additional filings with respect to the Trust Fund as the
      Depositor deems necessary under Regulation AB.  The Trustee shall not
      be responsible for determining what information is required to be filed on
      a
      Form 10-K in connection with the transactions contemplated by this Agreement
      and
      shall not be liable for any late filing of a Form 10-K or for the expenses
      of
      filing an amendment to a Form 10-K in the event that it does not receive the
      documents required to be delivered to it in accordance with Section 13.02,
      Section 13.03 or this Section 13.01 or an executed copy of the Form 10-K from
      the Depositor later than the times set forth herein.

     

    (e)           Not
      later than 15 calendar days before the date on which the Depositor’s Form 10-K
      is required to be filed in accordance with the Exchange Act and the rules and
      regulations of the Commission (or, if such day is not a Business Day, the
      immediately preceding Business Day, the Trustee shall sign a certification
      in
      the form attached hereto as Exhibit CC (the “Trustee Certification”) for the
      benefit of the Depositor and its officers, directors and affiliates regarding
      certain aspects of items 1 through 3 of the Depositor
      Certification.  In addition, the Trustee shall, subject to the
      provisions of Sections 9.01 and 9.02 hereof, indemnify and hold harmless the
      Depositor, the Servicer, each Person, if any, that “controls” the Depositor or
      the Servicer within the meaning of the Securities Act and their respective
      officers, directors and affiliates 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
      a
      breach of the Trustee’s obligations under this Section 13.01 or any inaccuracy
      made in the Trustee Certification.  If the indemnification provided
      for in this Section 13.01(d) is unavailable or insufficient to hold harmless
      such Persons, then the Trustee shall contribute to the amount paid or payable
      by
      such Persons as a result of the losses, claims, damages or liabilities of such
      Persons in such proportion as is appropriate to reflect the relative fault
      of
      the Depositor or the Servicer on the one hand and the Trustee on the
      other.  The Trustee acknowledges that the Depositor is relying on the
      Trustee’s performance of its obligations under this Section 13.01 in order to
      perform its obligations under Section 13.01(b) above.

     

    (f)           Not
      later than 15 calendar days before the date on which the Depositor’s Form 10-K
      is required to be filed in accordance with the Exchange Act and the rules and
      regulations of the Commissions (or, if such day is not a Business Day, the
      immediately preceding Business Day) the Servicer will deliver to the Depositor
      and the Trustee an Officer’s Certificate for the prior calendar year,
      substantially in the form attached hereto as Exhibit DD (a “Servicer
      Certification”).  The Servicer agrees to indemnify and hold harmless
      each of the Depositor, the Trustee, each Person, if any, who “controls” the
      Depositor or the Trustee within the meaning of the Securities Act and their
      respective officers, directors and affiliates from and against any losses,
      damages, penalties, fines, forfeitures, reasonable and necessary legal fees
      and
      related costs, judgments and other costs and expenses that such Person may
      sustain arising out of third party claims based on (i) the failure of the
      Servicer to deliver or cause to be delivered when required any Officer’s
      Certificate required pursuant to this Section 13.01(d), or (ii) any material
      misstatement or omission contained in any Officer’s Certificate provided
      pursuant to this Section 8.12(e).  If an event occurs that would
      otherwise result in an indemnification obligation under clauses (i) or (ii)
      above, but the indemnification provided for in this Section 13.01(e) by the
      Servicer is unavailable or insufficient to hold harmless such Persons, then
      the
      Servicer shall contribute to the amount paid or payable by such Persons as
      a
      result of the losses, claims, damages or liabilities of such Persons in such
      proportion as is appropriate to reflect the relative fault of the Depositor
      or
      the Trustee on the one hand and the Servicer on the other.  The
      Servicer acknowledges that the Depositor and the Trustee are relying on the
      Servicer’s performance of its obligations under this Agreement in order to
      perform their respective obligations under this Section 13.01.

     

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

     

    (h)           If
      the Commission issues additional interpretative guidance or promulgates
      additional rules or regulations with respect to Regulation AB or otherwise,
      or
      if other changes in applicable law occur, that would require the reporting
      arrangements, or the allocation of responsibilities with respect thereto,
      described in this Section 13.01, to be conducted differently than as described,
      the Depositor, the Servicer and the Trustee will reasonably cooperate to amend
      the provisions of this Section 13.01 in order to comply with such amended
      reporting requirements and such amendment of this Section 13.01.  Any
      such amendment shall be made in accordance with Section 12.01 without the
      consent of the Certificateholders, and may result in a change in the reports
      filed by the Trustee on behalf of the Trust under the Exchange
      Act.  Notwithstanding the foregoing, the Depositor, the Servicer and
      the Trustee shall not be obligated to enter into any amendment pursuant to
      this
      Section 13.01 that adversely affects its obligations and immunities under this
      Agreement.

     

    (i)           Prior
      to January 31 of the first year in which the Trustee is able to do so under
      applicable law, the Trustee shall file a Form 15D Suspension Notification with
      respect to the Trust.

     

    (j)           For
      each Distribution Date through and including the Distribution Date in December
      2007, the Trustee shall calculate the Significance Percentage and include the
      Significance Percentage on the related Monthly Statement.  If on any
      such Distribution Date, the Significance Percentage is equal to or greater
      than
      9%, the Trustee shall promptly notify the Depositor and the Swap
      Counterparty.  If, on any Distribution Date through and including the
      Distribution Date in December 2007, the Significance Percentage is equal to
      or
      greater than 10%, the Trustee shall promptly notify the Depositor and the Swap
      Counterparty of the Significance Percentage and the Depositor shall, within
      5
      Business Days of such Distribution Date, deliver to the Trustee the financial
      information to the extent required, pursuant to the Swap Agreement, to be
      provided to it by the Swap Counterparty, respectively, for inclusion in the
      Form
      10-D relating to such Distribution Date pursuant to Section
      13.01(c).

     

    SECTION
      13.02.                                           Annual
      Statements as to Compliance.

     

    Not
      later
      than the earlier of (a) March 15th of each calendar year (other than the
      calendar year during which the Closing Date occurs) or (b) with respect to
      any
      calendar year during which the Depositor’s annual report on Form 10-K is
      required to be filed in accordance with the Exchange Act and the rules and
      regulations of the Commission, 15 calendar days before the date on which the
      Depositor’s annual report on Form 10-K is required to be filed in accordance
      with the Exchange Act and the rules and regulations of the Commission (or,
      in
      each case, if such day is not a Business Day, the immediately preceding Business
      Day) and the Servicer shall deliver to the Depositor, the Rating Agencies and
      the Trustee an Officer’s Certificate (an “Annual Statement of Compliance”)
      stating, as to the signer thereof, that (i) a review of the activities of the
      Servicer during the preceding calendar year (or applicable portion thereof)
      and
      of the performance of the Servicer under this Agreement has been made under
      such
      officer’s supervision, and (ii) to the best of such officer’s knowledge, based
      on such review, the Servicer has fulfilled all its obligations under this
      Agreement in all material respects throughout such year (or applicable portion
      thereof), or, if there has been a failure to fulfill any such obligation in
      any
      material respect, specifying each failure known to such officer and the nature
      and status thereof.  With respect to any Subservicer that meets the
      criteria of Item 1108(a)(2)(i) through (iii) of Regulation AB, the Servicer
      shall deliver, on behalf of that Subservicer, the Officer’s Certificate set
      forth in this Section 13.02 as and when required with respect to the
      Servicer.

     

    SECTION
      13.03.                                           Report
      on Assessment of Compliance and Attestation.

     

    (a)           (i)           Not
      later than the earlier of (a) March 15th of each calendar year (other than
      the
      calendar year during which the Closing Date occurs) or (b) with respect to
      any
      calendar year during which the Depositor’s annual report on Form 10-K is
      required to be filed in accordance with the Exchange Act and the rules and
      regulations of the Commission, 15 calendar days before the date on which the
      Depositor’s annual report on Form 10-K is required to be filed in accordance
      with the Exchange Act and the rules and regulations of the Commission (or,
      in
      each case, if such day is not a Business Day, the immediately preceding Business
      Day), the Servicer and any Special Servicer, at its expense, shall deliver
      to
      the Depositor and the Trustee an officer’s certification and assessment of its
      compliance with the Servicing Criteria applicable to it (as indicated on Exhibit
      R hereto) during the preceding calendar year as required by Rules 13a-18 and
      15d-18 of the Exchange Act and Item 1122 of Regulation AB (the “Assessment of
      Compliance”), which assessment shall be substantially in the form of Exhibit EE
      hereto.

     

    (ii)           Not
      later than the earlier of (a) March 15th of each calendar year (other than
      the
      calendar year during which the Closing Date occurs) or (b) with respect to
      any
      calendar year during which the Depositor’s annual report on Form 10-K is
      required to be filed in accordance with the Exchange Act and the rules and
      regulations of the Commission, 15 calendar days before the date on which the
      Depositor’s annual report on Form 10-K is required to be filed in accordance
      with the Exchange Act and the rules and regulations of the Commission (or,
      in
      each case, if such day is not a Business Day, the immediately preceding Business
      Day), the Servicer and any Special Servicer, at its expense, shall cause a
      nationally or regionally recognized firm of independent registered public
      accountants (who may also render other services to the Servicer, the Seller
      or
      any affiliate thereof) which is a member of the American Institute of Certified
      Public Accountants to furnish a statement to the Depositor and the Trustee
      that
      attests to and reports on the Assessment of Compliance provided by the Servicer
      and any Special Servicer, as applicable, pursuant to Section 13.03(a)(i) above
      (the “Accountant’s Attestation”).  Such Accountant’s Attestation shall
      be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under
      the
      Securities Act and the Exchange Act.

     

    (b)           (i)           The
      Servicer, and if required by the Depositor, any Special Servicer shall deliver
      on behalf of any Subservicer and each Subcontractor engaged by it not later
      than
      the earlier of (a) March 15th of each calendar year (other than the calendar
      year during which the Closing Date occurs) or (b) with respect to any calendar
      year during which the Depositor’s annual report on Form 10-K is required to be
      filed in accordance with the Exchange Act and the rules and regulations of
      the
      Commission, 15 calendar days before the date on which the Depositor’s annual
      report on Form 10-K is required to be filed in accordance with the Exchange
      Act
      and the rules and regulations of the Commission (or, in each case, if such
      day
      is not a Business Day, the immediately preceding Business Day) to the Depositor
      and the Trustee an Assessment of Compliance, which assessment shall be
      substantially in the form of Exhibit EE hereto.

     

    (ii)           Not
      later than the earlier of (a) March 15th of each calendar year (other than
      the
      calendar year during which the Closing Date occurs) or (b) with respect to
      any
      calendar year during which the Depositor’s annual report on Form 10-K is
      required to be filed in accordance with the Exchange Act and the rules and
      regulations of the Commission, 15 calendar days before the date on which the
      Depositor’s annual report on Form 10-K is required to be filed in accordance
      with the Exchange Act and the rules and regulations of the Commission (or,
      in
      each case, if such day is not a Business Day, the immediately preceding Business
      Day), the Servicer shall cause each Subservicer and each Subcontractor to
      deliver to the Depositor and the Trustee an Accountant’s Attestation by a
      registered public accounting firm that attests to, and reports on, the
      Assessment of Compliance pursuant to Section 13.03(b)(i) above.

     

    (c)           (i)           Not
      later than 15 calendar days before the date on which the Depositor’s annual
      report on Form 10-K with respect to the transactions contemplated by this
      Agreement is required to be filed in accordance with the Exchange Act and the
      rules and regulations of the Commission (or, in each case, if such day is not
      a
      Business Day, the immediately preceding Business Day), the Trustee shall deliver
      to the Depositor an Assessment of Compliance with regard to the Servicing
      Criteria applicable to the Trustee (as indicated on Exhibit R hereto) during
      the
      preceding calendar year, which assessment shall be substantially in the form
      of
      Exhibit EE hereto.

     

    (ii)           Not
      later than 15 calendar days before the date on which the Depositor’s annual
      report on Form 10-K with respect to the transactions contemplated by this
      Agreement is required to be filed in accordance with the Exchange Act and the
      rules and regulations of the Commission (or, in each case, if such day is not
      a
      Business Day, the immediately preceding Business Day), the Trustee shall deliver
      to the Depositor an Accountant’s Attestation by a nationally recognized
      registered public accounting firm that attests to, and reports on, the
      Assessment of Compliance pursuant to Section 13.03(c)(i) above.

     

    (d)           (i)           If
      required by the Commission pursuant to Regulation AB, not later than, with
      respect to any calendar year during which the Depositor’s annual report on Form
      10-K is required to be filed in accordance with the Exchange Act and the rules
      and regulations of the Commission, 15 calendar days before the date on which
      the
      Depositor’s annual report on Form 10-K is required to be filed in accordance
      with the Exchange Act and the rules and regulations of the Commission (or,
      in
      each case, if such day is not a Business Day, the immediately preceding Business
      Day), the Depositor shall cause the Custodian to deliver to the Depositor and
      the Trustee, pursuant to the Custodial Agreement, an Assessment of Compliance
      with regard to the Servicing Criteria applicable to such Custodian (as indicated
      on Exhibit 7 to the Custodial Agreement) during the preceding calendar
      year.  Each such report shall include (i) a statement of the party’s
      responsibility for assessing compliance with the servicing criteria applicable
      to such party, (ii) a statement that such party used the criteria identified
      in
      Item 1122(d)(4)(i) and Item 1122(d)(4)(ii) of Regulation AB (as defined herein)
      to assess compliance with the applicable servicing criteria and that no other
      Servicing Criteria are applicable to such party, (iii) a statement that such
      party was in compliance with the servicing criteria applicable to such party,
      (iv) disclosure of any material instance of noncompliance identified by such
      party, and (iv) a statement that a registered public accounting firm has issued
      an attestation report on such party’s assessment of compliance with the
      applicable servicing criteria.

     

    (ii)           If
      the Custodian is required by the Commission pursuant to Regulation AB to deliver
      an Assessment of Compliance pursuant to clause (d)(i) above, not later than,
      with respect to any calendar year during which the Depositor’s annual report on
      Form 10-K is required to be filed in accordance with the Exchange Act and the
      rules and regulations of the Commission, 15 calendar days before the date on
      which the Depositor’s annual report on Form 10-K is required to be filed in
      accordance with the Exchange Act and the rules and regulations of the Commission
      (or, in each case, if such day is not a Business Day, the immediately preceding
      Business Day), the Depositor shall cause the Custodian to deliver to the
      Depositor and the Trustee an Accountant’s Attestation by a registered public
      accounting firm that attests to, and reports on, the Assessment of Compliance
      pursuant to Section 13.03(d)(i) above.

     

    (e)           [RESERVED]

     

    (f)           (i)           The
      Servicer agrees to indemnify and hold harmless each of the Depositor and the
      Trustee and each Person, if any, who “controls” the Depositor or the Trustee
      within the meaning of the Securities Act and their respective officers,
      directors and affiliates from and against any losses, damages, penalties, fines,
      forfeitures, reasonable and necessary legal fees and related costs, judgments
      and other costs and expenses that such Person may sustain arising out of third
      party claims based on (i) the failure of the Servicer or any related Subservicer
      or Subcontractor to deliver or cause to be delivered when required any
      Assessment of Compliance or Accountant’s Attestation required pursuant to
      Section 13.03(a) or 13.03(b), as applicable, or (ii) any material misstatement
      or omission contained in any Assessment of Compliance provided pursuant to
      Section 13.03(a) or 13.03(b), as applicable.

     

    (ii)           The
      Trustee agrees to indemnify and hold harmless the Depositor and each Person,
      if
      any, who “controls” the Depositor within the meaning of the Securities Act and
      its officers, directors and affiliates from and against any losses, damages,
      penalties, fines, forfeitures, reasonable and necessary legal fees and related
      costs, judgments and other reasonable costs and expenses that such Person may
      sustain arising out of third party claims based on (i) the failure of the
      Trustee to deliver when required any Assessment of Compliance or Accountant’s
      Attestation required pursuant to Section 13.03(c) or (ii) any material
      misstatement or omission contained in any Assessment of Compliance provided
      pursuant to Section 13.03(c).  Notwithstanding the foregoing, in no
      event shall the Trustee be liable for any consequential, indirect or punitive
      damages pursuant to this Section 13.03.

     

    (iii)           The
      Custodian agrees to indemnify and hold harmless the Depositor and the Trustee
      and each Person, if any, who “controls” the Depositor or the Trustee within the
      meaning of the Securities Act and their respective officers, directors and
      affiliates from and against any losses, damages, penalties, fines, forfeitures,
      reasonable and necessary legal fees and related costs, judgments and other
      costs
      and expenses that such Person may sustain arising out of third party claims
      based on (i) the failure of such Custodian to deliver or cause to be delivered
      when required any Assessment of Compliance or Accountant’s Attestation required
      pursuant to Section 13.03(d) or (ii) any material misstatement or omission
      contained in any Assessment of Compliance provided pursuant to Section
      13.03(d).

     

    (g)           Copies
      of such Assessments of Compliance and Accountant’s Attestations shall be
      provided by the Trustee to any Certificateholder, upon request, provided such
      statement is delivered to the Trustee.  The initial Assessments of
      Compliance and Accountant’s Attestations required pursuant to this Section 13.03
      shall be delivered to the Trustee and the Depositor, as applicable, by each
      party no later than March 15, 2008.

     

    (h)           Each
      of the parties hereto acknowledges and agrees that the purpose of this Section
      13.03 is to facilitate compliance by the Seller and the Depositor with the
      provisions of Regulation AB, as such may be amended or clarified from time
      to
      time.  Therefore, each of the parties agrees that the parties’
obligations hereunder will be supplemented and modified as necessary to be
      consistent with any such amendments, interpretive advice or guidance, convention
      or consensus among active participants in the asset-backed securities markets,
      advice of counsel, or otherwise in respect of the requirements of Regulation
      AB
      and the parties shall comply, to the extent practicable from a timing and
      information systems perspective, with requests made by the Seller or the
      Depositor for delivery of additional or different information as the Seller
      or
      the Depositor may determine in good faith is necessary to comply with the
      provisions of Regulation AB.

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    IN
      WITNESS WHEREOF, the Depositor, the Seller, the Trustee, Ocwen and SPS have
      caused their names to be signed hereto by their respective officers thereunto
      duly authorized all as of the date first written above.

     

     


    
      	 	
              CREDIT
                SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.,

              as
                Depositor

            	 
	 	 	 
	 	 	 	 
	
               

            	
              By:
                

            	/s/
              Kevin
              Steele	 
	 	Name:	Kevin
              Steele	 
	 	Title:	Vice President	 
	 	 	 	 


    

     

     

    
      
        	 	
                
                  DLJ
                    MORTGAGE CAPITAL, INC.,

                  as
                    Seller

                

              	 
	 	 	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/
                Tim
                Kuo	 
	 	Name:	Tim
                Kuo	 
	 	Title:	Vice President	 
	 	 	 	 


      

       

       

      
        
          	 	
                  
                    U.S.
                      BANK NATIONAL ASSOCIATION,

                    as
                      Trustee

                  

                	 
	 	 	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	/s/
                  Becky
                  Warren	 
	 	Name:	Becky
                  Warren	 
	 	Title:	Vice President	 
	 	 	 	 


        

         

      

    

     

    
      
        	 	
                
                  OCWEN
                    LOAN SERVICING, LLC,

                  as
                    a Servicer

                

              	 
	 	 	 
	 	 	 	 
	
                 

              	
                By:
                  

              	/s/
                Richard
                Delgado	 
	 	Name:	Richard
                Delgado	 
	 	Title:	Authorized
                Representative	 
	 	 	 	 


      

       

       

      
        
          
            	 	
                    
                      SELECT
                        PORTFOLIO SERVICING, INC.,

                      as
                        a Servicer

                    

                  	 
	 	 	 
	 	 	 	 
	
                     

                  	
                    By:
                      

                  	/s/
                    Kim
                    Stevenson	 
	 	Name:	Kim
                    Stevenson	 
	 	Title:	Executive Vice President	 
	 	 	 	 


          

          

            
              
                 

              

              
                 

                
                  

                

              

              
                 

              

            



        

      

    

    PRIOR
      CONSENT HERETO IS HEREBY GIVEN:

     

    CREDIT
      SUISSE SECURITIES (USA) LLC,

    as
      Holder
      of Class 1-A Certificates (issued on August

    31,
      2007)
      representing a 100.00% Percentage Interest

    in
      such
      Class

     

     

    
      	
              By:
                

            	/s/
              Kevin
              Steele	 
	Name:	Kevin
              Steele	 
	Title:	Director	 


    

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

     

    
      	STATE
              OF NEW YORK 	  )	 
	
              :
                ss.:

            	 	 
	COUNTY
              OF NEW YORK 	  )	 


    

     

    On
      this
      __ day of November, 2007 before me, personally appeared _____________, known
      to
      me to be a Vice President of Credit Suisse First Boston Mortgage Securities
      Corp., one of the corporations that executed the within instrument, and also
      known to me to be the person who executed it on behalf of said corporation,
      and
      acknowledged to me that such corporation executed the within
      instrument.

     

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

     

    Notary
      Public

    [NOTARIAL
      SEAL]

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      
        	STATE
                OF NEW YORK 	  )	 
	
                :
                  ss.:

              	 	 
	COUNTY
                OF NEW YORK 	  )	 


      

       

    

    On
      the __
      day of November, 2007 before me, personally appeared ____________, known to
      me
      to be a Vice President of DLJ Mortgage Capital, Inc., one of the corporations
      that executed the within instrument and also known to me to be the person who
      executed it on behalf of said corporation, and acknowledged to me that such
      corporation executed the within instrument.

     

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

     

    Notary
      Public

    [NOTARIAL
      SEAL]

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      
        	STATE
                OF          	  )	 
	
                :
                  ss.:

              	 	 
	COUNTY
                OF          	  )	 


      

    

     

    On
      the
      _____ day of November, 2007 before me, a Notary Public in and for said State,
      personally appeared ____________________, known to me to be a __________________
      of SPS, the Utah corporation that executed the within instrument and also known
      to me to be the person who executed it on behalf of said corporation, and
      acknowledged to me that such limited partnership 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

     

    [NOTARIAL
      SEAL]

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      
        	STATE
                OF 	  )	 
	
                :
                  ss.:

              	 	 
	COUNTY
                OF 	  )	 


      

    

     

    On
      the
      _____ day of November, 2007 before me, a Notary Public in and for said State,
      personally appeared ____________________, known to me to be a __________________
      of Ocwen Loan Servicing, LLC, one of the corporations that executed the within
      instrument and also known to me to be the person who executed it on behalf
      of
      said national banking association, and acknowledged to me that such banking
      corporation executed the within instrument.

     

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

     

    Notary
      Public

     

    [NOTARIAL
      SEAL]

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      
        	STATE
                OF NEW YORK 	  )	 
	
                :
                  ss.:

              	 	 
	COUNTY
                OF NEW YORK 	  )	 


      

    

     

    On
      the
      _____ day of November, 2007 before me, a Notary Public in and for said State,
      personally appeared ____________________, known to me to be a __________________
      of U.S. Bank National Association, the national banking association that
      executed the within instrument and also known to me to be the person who
      executed it on behalf of said national banking association, and acknowledged
      to
      me that such national banking association 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

     

    [NOTARIAL
      SEAL]

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    
      
        	STATE
                OF NEW YORK 	  )	 
	
                :
                  ss.:

              	 	 
	COUNTY
                OF NEW YORK 	  )	 


      

    

     

    On
      this
      __ day of November, 2007 before me, personally appeared _____________, known
      to
      me to be a ________________ of Credit Suisse Securities (USA) LLC, one of the
      corporations that executed the within instrument, and also known to me to be
      the
      person who executed it on behalf of said corporation, and acknowledged to me
      that such corporation executed the within instrument.

     

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

     

         Notary
      Public

    [NOTARIAL
      SEAL]

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Exhibit
      A

     

    Standard
      Terms of Pooling and Servicing Agreement

     

    (see
      attached)

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    EXHIBIT
      H-1

     

    FORM
      OF
      SERVICER REPORT

     

    The
      following information will be e-mailed by the Servicer to Trustee in accordance
      with Sections 4.04 and 4.05:

     

    
      	
              FIELD

            	
              DESCRIPTION

            
	
              LOAN

            	
              loan
                number

            
	
              STOP_ADV_FLAG

            	
              stop
                advance flag (Y = Yes, blank or N = No)

            
	
              RATE

            	
              interest
                rate (entered as a %)

            
	
              SF_RATE

            	
              servicing
                fee rate (entered as a %)

            
	
              LPMI_RATE

            	
              lpmi
                rate (entered as a %)

            
	
              BEG_SCHED

            	
              beg
                scheduled balance

            
	
              END_SCHED

            	
              end
                scheduled balance

            
	
              END_ACT

            	
              end
                actual balance

            
	
              P&I

            	
              monthly
                p&i

            
	
              GROSS_INT

            	
              gross
                scheduled interest

            
	
              NEG_AM

            	
              negative
                amortization

            
	
              SCHED_P

            	
              scheduled
                principal

            
	
              CURTAIL

            	
              curtailments

            
	
              PREPAY

            	
              prepayments
                or liquidation principal

            
	
              PREPAY_DATE

            	
              prepayment
                or liquidation date

            
	
              PREPAY_CODE

            	
              PIF=60,
                repurchase = 65, liquidation = 2

            
	
              NEXT_DUE

            	
              borrower’s
                next payment due

            
	
              STATUS

            	
              Bankruptcy,
                Foreclosure, REQ

            
	
              BKCY_DATE

            	
              date
                the loan went into Bkcy

            
	
              FCLS_DATE

            	
              date
                the loan went into Fcls

            
	
              REQ_DATE

            	
              date
                the loan went into REQ

            
	
              DELINQ

            	
              0,1,30,60,90,120
                (1 = 1-29, 30 = 30-59, etc...)

            
	
              PPIS

            	
              prepayment
                interest shortfall (negative is excess)

            
	
              RAIS

            	
              relief
                act interest shortfall

            
	
              CURRLTV

            	
              current
                loan to value ratio (entered as %)

            
	
              BOOK_VALUE

            	
              latest
                BPO or market value or other book value as defined in governing
                doc

            
	
              PPP_Collected

            	
              PPPs
                collected from borrower

            
	
              PPP_Waived

            	
              PPPs
                waived by the servicer

            
	
              PPPServicer

            	
              PPPs
                waived but paid by the servicer

            
	
              NON_REC_ADV

            	
              nonrecoverable
                advances claimed (reimbursed) in the current period

            
	
              REIN_STOP_GINT

            	
              reinstated
                stop advance gross interest

            
	
              REIN_STOP_NINT

            	
              reinstated
                stop advance net interest

            
	
              REMIT

            	
              total
                remit for the loan

            
	
              MAT_DATE

            	
              Maturity
                Date

            
	
              ADV_P&I_CUR

            	
              current
                period delinquent P&l advances made by servicer

            
	
              ADV_P&I_OUT

            	
              cumulative
                outstanding delinquent P&l advances

            
	
              ADV_SERV_MADE

            	
              current
                period servicer advances made by servicer (not including delinquent
                P&I advances)

            
	
              ADV_SERV_REIM

            	
              current
                period servicer advances reimbursed to servicer (not including delinquent
                P&l advances)

            
	
              ADV_SERV_DESC

            	
              description
                of current period servicer advances made/reimbursed by servicer (purpose,
                terms)

            
	
              MOD_EXT_WAIVE_FLAG

            	
              Y
                if mod

            
	
              MOD_EXT_WAIVE

            	
              description
                of modification, extensions or waivers to asset terms, fees or
                penalties

            
	
              MTHROLL

            	
              Month
                until the next rate adjustment occurs (for ARMs only)

            
	
              DNEXTRATE

            	
              Next
                Rate Adjustment Date

            
	
              NEXT_RATE

            	
              next
                period’s interest rate

            
	
              LIQUIDATION_FLAG

            	
              liquidation
                flag (Y = Yes, blank or N = No)

            
	
              GROSS_PROCEEDS

            	
              gross
                sales proceeds

            
	
              SERV_ADV

            	
              unpaid
                servicing advances

            
	
              DEL_ADV

            	
              unpaid
                delinquency advances

            
	
              SERV_FEES_UNPAID

            	
              unpaid
                servicing fees

            
	
              LEGAL_FEES

            	
              unpaid
                legal fees

            
	
              NET_PROCEEDS

            	
              net
                proceeds (gross_proceeds - serv_adv - del_adv - serv_fees_unpaid
                -
                legal_fees)

            
	
              LOSS

            	
              loss
                (beg_sched - net_proceeds)

            
	
              LOSS_ADD

            	
              trailing
                loss/ (gain)

            
	
              LOSS_ADD_DATE

            	
              trailing
                loss/ (gain) date

            


    

    


    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    EXHIBIT
      H-2

     

    INFORMATION
      TO BE PROVIDED BY THE SERVICER RELATING TO MODIFIED MORTGAGE LOANS

     

    Loan
      Number

    Modification
      Date

    Unpaid
      Principal Balance Prior to Modification

    Unpaid
      Principal Balance Post Modification

    Scheduled
      Payment Prior to Modification

    Scheduled
      Payment Post Modification

    Mortgage
      Rate Prior to Modification

    Mortgage
      Rate Post Modification

    Maturity
      Date Prior to Modification

    Maturity
      Date Post Modification

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    EXHIBIT
      M-1

     

    FORM
      OF INVESTMENT LETTER

    [date]

     

    Credit
      Suisse First Boston Mortgage Securities Corp.

    11
      Madison Avenue, 4th Floor

    New
      York,
      New York 10010

    Attention:
      Peter Sack

     

    U.S.
      Bank
      National Association,

    as
      Trustee for the

    CSMC
      Asset-Backed Trust 2007-NC1 OSI

    60
      Livingston Avenue,

    St.
      Paul,
      Minnesota 55107

     

    
      	
               

            	
              Re:

            	
              CSMC
                Asset-Backed Pass-Through Certificates, Series 2007-NC1
                OSI

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above Certificates we certify that (a)
      we
      understand that the Certificates are not being registered under the Securities
      Act of 1933, as amended (the “Act”), or any state securities laws and are being
      transferred to us in a transaction that is exempt from the registration
      requirements of the Act and any such laws, (b) we are an “accredited investor,”
as defined in Regulation D under the Act, and have such knowledge and experience
      in financial and business matters that we are capable of evaluating the merits
      and risks of investments in the Certificates, (c) we have had the opportunity
      to
      ask questions of and receive answers from the Depositor concerning the purchase
      of the Certificates and all matters relating thereto or any additional
      information deemed necessary to our decision to purchase the Certificates,
      (d)
      either (i) we are not an employee benefit plan or arrangement that is
      subject to the Employee Retirement Income Security Act of 1974, as amended,
      or
      Section 4975 of the Internal Revenue Code of 1986, as amended, nor are we
      using the assets of any such plan or arrangement or (ii) we are providing an
      Opinion of Counsel which establishes to the reasonable satisfaction of the
      Trustee that the purchase and holding of the Certificates by, on behalf of
      or
      with “plan assets” of such plan or arrangement will be permitted under
      applicable law, will not result in non-exempt prohibited transactions under
      Section 406 of ERISA or Section 4975 of the Code, and will not subject
      the Depositor, the Trustee or the Servicer to any obligation in addition to
      those undertaken in this Agreement, (e) we are acquiring the Certificates for
      investment for our own account and not with a view to any distribution of such
      Certificates (but without prejudice to our right at all times to sell or
      otherwise dispose of the Certificates in accordance with clause (g) below),
      (f)
      we have not offered or sold any Certificates to, or solicited offers to buy
      any
      Certificates from, any person, or otherwise approached or negotiated with any
      person with respect thereto, or taken any other action which would result in
      a
      violation of Section 5 of the Act, and (g) we will not sell, transfer or
      otherwise dispose of any Certificates unless (1) such sale, transfer or
      other disposition is made pursuant to an effective registration statement under
      the Act or is exempt from such registration requirements, and if requested,
      we
      will at our expense provide an opinion of counsel satisfactory to the addressees
      of this Certificate that such sale, transfer or other disposition may be made
      pursuant to an exemption from the Act, (2) the purchaser or transferee of such
      Certificate has executed and delivered to you a certificate to substantially
      the
      same effect as this certificate, and (3) the purchaser or transferee has
      otherwise complied with any conditions for transfer set forth in the Series
      Supplement dated as of August 1, 2007 and the Standard Terms of Pooling and
      Servicing Agreement dated August 1, 2007 (collectively, the “Agreement”) by
      and among the Depositor, the Seller, the Trustee and the Servicers that are
      party to the Series Supplement.

     

     

     

    
      	 	
              Very
                truly yours,

               

               

            	 
	 	 	 
	 	Print
              Name of Transferor	 
	 	 	 	 
	
               

            	
              By:
                

            	 	 
	 	 	Authorized
              Officer	 
	 	 	 	 


    

    
 

    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    EXHIBIT
      M-2

     

    FORM
      OF RULE 144A LETTER

    [date]

     

    Credit
      Suisse First Boston Mortgage Securities Corp.

    11
      Madison Avenue, 4th Floor

    New
      York,
      New York 10010

    Attention:
      Peter Sack

     

    U.S.
      Bank
      National Association,

    as
      Trustee for the

    CSMC
      Asset-Backed Trust 2007-NC1 OSI

    60
      Livingston Avenue,

    St.
      Paul,
      Minnesota 55107

     

    
      	
               

            	
              Re:

            	
              CSMC
                Asset-Backed Pass-Through Certificates, Series 2007-NC1
                OSI

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above Certificates we certify that (a)
      we
      understand that the Certificates are not being registered under the Securities
      Act of 1933, as amended (the “Act”), or any state securities laws and are being
      transferred to us in a transaction that is exempt from the registration
      requirements of the Act and any such laws, (b) we have such knowledge and
      experience in financial and business matters that we are capable of evaluating
      the merits and risks of investments in the Certificates, (c) we have had the
      opportunity to ask questions of and receive answers from the Depositor
      concerning the purchase of the Certificates and all matters relating thereto
      or
      any additional information deemed necessary to our decision to purchase the
      Certificates, (d) either (i) we are not an employee benefit plan or
      arrangement that is subject to the Employee Retirement Income Security Act
      of
      1974, as amended,  or Section 4975 of the Internal Revenue Code
      of 1986, as amended, nor are we using the assets of any such plan or arrangement
      or (ii) we are providing an Opinion of Counsel which establishes to the
      reasonable satisfaction of the Trustee that the purchase and holding of the
      Certificates by, on behalf of or with “plan assets” of such plan will be
      permitted under applicablelaw, will not result in a non-exempt prohibited
      transaction under Section 406 of ERISA or Section 4975 of the Code,
      and will not subject the Depositor, the Trustee or the Servicer to any
      obligation in addition to those undertaken in this Agreement, (e) we have not,
      nor has anyone acting on our behalf offered, transferred, pledged, sold or
      otherwise disposed of the Certificates, any interest in the Certificates or
      any
      other similar security to, or solicited any offer to buy or accept a transfer,
      pledge or other disposition of the Certificates, any interest in the
      Certificates or any other similar security from, or otherwise approached or
      negotiated with respect to the Certificates, any interest in the Certificates
      or
      any other similar security with, any person in any manner, or made any general
      solicitation by means of general advertising or in any other manner, or taken
      any other action, that would constitute a distribution of the Certificates
      under
      the Act or that would render the disposition of the Certificates a violation
      of
      Section 5 of the Act or require registration pursuant thereto, nor will
      act, nor has authorized or will authorize any person to act, in such manner
      with
      respect to the Certificates, (f) we are a “qualified institutional buyer” as
      that term is defined in Rule 144A under the Act (“Rule 144A”) and have completed
      either of the forms of certification to that effect attached hereto as Annex
      1
      or Annex 2, (g) we are aware that the sale to us is being made in reliance
      on
      Rule 144A, and (i) we are acquiring the Certificates for our own account or
      for resale pursuant to Rule 144A and further, understand that such Certificates
      may be resold, pledged or transferred only (A) to a person reasonably believed
      to be a qualified institutional buyer that purchases for its own account or
      for
      the account of a qualified institutional buyer to whom notice is given that
      the
      resale, pledge or transfer is being made in reliance on Rule 144A, or (B)
      pursuant to another exemption from registration under the Act.

     

    
      
        	 	
                Very
                  truly yours,

                 

                 

              	 
	 	 	 
	 	Print
                Name of Transferor	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	 	Authorized
                Officer	 
	 	 	 	 


      

      


    

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    EXHIBIT
      M-3

     

    FORM
      OF REGULATION S LETTER

     

    Credit
      Suisse First Boston Mortgage Securities Corp.

    11
      Madison Avenue, 4th Floor

    New
      York,
      New York 10010

    Attention:
      Peter Sack

     

    U.S.
      Bank
      National Association,

    as
      Trustee for the

    CSMC
      Asset-Backed Trust 2007-NC1 OSI

    60
      Livingston Avenue,

    St.
      Paul,
      Minnesota 55107

     

    
      	
               

            	
              Re:

            	
              CSMC
                Asset-Backed Pass-Through Certificates, Series 2007-NC1 OSI (the
                “Certificates”)

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with our acquisition of the above Certificates we certify that (a)
      we
      understand that the Certificates are not being registered under the Securities
      Act of 1933, as amended (the “Act”), or any state securities laws and are being
      transferred to us in a transaction that is exempt from the registration
      requirements of the Act and any such laws, (b) we have such knowledge and
      experience in financial and business matters that we are capable of evaluating
      the merits and risks of investments in the Certificates, (c) we have had the
      opportunity to ask questions of and receive answers from the Depositor
      concerning the purchase of the Certificates and all matters relating thereto
      or
      any additional information deemed necessary to our decision to purchase the
      Certificates, (d) either (i) we are not an employee benefit plan or
      arrangement that is subject to the Employee Retirement Income Security Act
      of
      1974, as amended,  or Section 4975 of the Internal Revenue Code
      of 1986, as amended, nor are we using the assets of any such plan or arrangement
      or (ii) we are providing an Opinion of Counsel which establishes to the
      reasonable satisfaction of the Trustee that the purchase and holding of the
      Certificates by, on behalf of or with “plan assets” of such plan will be
      permitted under applicable law, will not result in a non-exempt prohibited
      transaction under Section 406 of ERISA or Section 4975 of the Code,
      and will not subject the Depositor, the Trustee or the Servicer to any
      obligation in addition to those undertaken in this Agreement, (e) we have not,
      nor has anyone acting on our behalf offered, transferred, pledged, sold or
      otherwise disposed of the Certificates, any interest in the Certificates or
      any
      other similar security to, or solicited any offer to buy or accept a transfer,
      pledge or other disposition of the Certificates, any interest in the
      Certificates or any other similar security from, or otherwise approached or
      negotiated with respect to the Certificates, any interest in the Certificates
      or
      any other similar security with, any person in any manner, or made any general
      solicitation by means of general advertising or in any other manner, or taken
      any other action, that would constitute a distribution of the Certificates
      under
      the Act or that would render the disposition of the Certificates a violation
      of
      Section 5 of the Act or require registration pursuant thereto, nor will
      act, nor has authorized or will authorize any person to act, in such manner
      with
      respect to the Certificates, (f) we are not a “U.S. person” within the meaning
      of Regulation S under the Act (a “Non-U.S. Person”), (g) we are aware that the
      sale to us is being made in reliance on Regulation S, and (h) we are acquiring
      the Certificates for our own account or for resale pursuant to Regulation S
      under the Act and further, understand that such Certificates may be resold,
      pledged or transferred only (A) to a person reasonably believed to be a
      qualified institutional buyer that purchases for its own account or for the
      account of a qualified institutional buyer to whom notice is given that the
      resale, pledge or transfer is being made in reliance on Rule 144A, (B) to a
      Non-U.S. Person in accordance with Regulation S under the Act or
      (C) pursuant to another exemption from registration under the
      Act.

     

     

    
      
        	 	
                Very
                  truly yours,

                 

                 

              	 
	 	 	 
	 	[Print
                Name of Transferee]	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	Name:	 	 
	 	Title:	 	 


      

    

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    EXHIBIT
      R

     

    RELEVANT
      SERVICING CRITERIA

     

    The
      assessment of compliance to be delivered by the Servicers and the Trustee shall
      address, at a minimum, the criteria identified as below as “Applicable Servicing
      Criteria” with respect to such party:

     

    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.

    


    
      	
              Regulation
                AB Reference

            	
              Servicing
                Criteria

            	
              Servicers

            	
              Trustee

            


    

    


    
      	 	
              General
                Servicing Considerations

            	 	 	 


    

    


    
      	
              1122(d)(1)(i)

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

            	
              X

            	
              X

            
	
              1122(d)(1)(ii)

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

            	
              X

            	 
	
              1122(d)(1)(iii)

            	
              Any
                requirements in the transaction agreements to maintain a back-up
                servicer
                for the 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

            	 
	 	
              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

            	 
	
              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

            
	
              1122(d)(2)(iii)

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

            	
              X

            	 
	
              1122(d)(2)(iv)

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

            	
              X

            	
              X

            
	
              1122(d)(2)(v)

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

            	
              X

            	 
	
              1122(d)(2)(vi)

            	
              Unissued
                checks are safeguarded so as to prevent unauthorized
                access.

            	
              X

            	 
	
              1122(d)(2)(vii)

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

            	
              X

            	 
	 	
              Investor
                Remittances and Reporting

            	 	 
	
              1122(d)(3)(i)

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

            	
              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

            
	
              1122(d)(3)(iii)

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

            	
              X

            	 
	
              1122(d)(3)(iv)

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

            	
              X

            	 
	 	
              Pool
                Asset Administration

            	 	 
	
              1122(d)(4)(i)

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

            	
              X

            	 
	
              1122(d)(4)(ii)

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

            	
              X

            	 
	
              1122(d)(4)(iii)

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

            	
              X

            	
              X

            
	
              1122(d)(4)(iv)

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

            	
              X

            	 
	
              1122(d)(4)(v)

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

            	
              X

            	 
	
              1122(d)(4)(vi)

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

            	
              X

            	 
	
              1122(d)(4)(vii)

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

            	
              X

            	 
	
              1122(d)(4)(viii)

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

            	
              X

            	 
	
              1122(d)(4)(ix)

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

            	
              X

            	 
	
              1122(d)(4)(x)

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

            	
              X

            	 
	
              1122(d)(4)(xi)

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

            	
              X

            	 
	
              1122(d)(4)(xii)

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

            	
              X

            	 
	
              1122(d)(4)(xiii)

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

            	
              X

            	 
	
              1122(d)(4)(xiv)

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

            	
              X

            	 
	
              1122(d)(4)(xv)

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

            	 	
              X

            


    

    


     

    [NAME
      OF
      COMPANY]

        

    
      
        	Date:	 	 
	
                By:
                  

              	 	 
	Name:	 	 
	Title:	 	 


      

    

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    EXHIBIT
      AA

     

    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 13.01(b), (c) and (d).  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 “4.04 statement” are required to be
      included in the Monthly Statement under Section 4.04, provided by the Trustee
      based on information received from the Servicer to the extent required of the
      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 4.04
      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 any 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.

            	
              4.04
                statement

            
	
              (2)
                Cash flows received and the sources thereof for distributions, fees
                and
                expenses.

            	
              4.04
                statement

            
	
              (3)
                Calculated amounts and distribution of the flow of funds for the
                period
                itemized by type and priority of payment, including:

            	
              4.04
                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.

            	
              4.04
                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.

            	
              4.04
                statement

            
	
              (iv)
                The amount of excess cash
                flow or excess spread and the disposition of excess cash
                flow.

            	
              4.04
                statement

            
	
              (4)
                Beginning and ending principal balances of the asset-backed
                securities.

            	
              4.04
                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.

            	
              4.04
                statement

            
	
              (6)
                Beginning and ending balances of transaction accounts, such as reserve
                accounts, and material account activity during the period.

            	
              4.04
                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.

            	
              4.04
                statement

               

              Updated
                pool composition information fields to be as reasonably requested
                by
                Depositor in writing to the Servicer and the Trustee at least 30
                days
                prior to the related Servicer 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.

            	
              4.04
                statement.

               

              Form
                10-D report: Servicer/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.

            	
              4.04
                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: Depositor

            
	
              (12)
                Material breaches of pool asset representations or warranties or
                transaction covenants.

            	
              Form
                10-D report: Seller (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.

            	
              4.04
                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: Seller (subject to Depositor approval)

               

               

               

               

               

              Form
                10-D report: Seller (subject to Depositor approval)

            
	
              Item
                1121(b) – Pre-Funding or Revolving Period Information

              Updated
                pool information as required under Item 1121(b).

            	
              Seller
                (subject to Depositor approval)

            
	
              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

              Servicer

              Depositor

              Custodian

            
	
              3

            	
              Sales
                of Securities and Use of Proceeds

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

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

            	
              Depositor

            
	
              4

            	
              Defaults
                Upon Senior Securities

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

              Report
                the occurrence of any Event of Default 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

               

            	
               

              Depositor

              Depositor

              Depositor

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

            	
               

            
	
              8

            	
              Other
                Information

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

            	
              The
                Responsible Party for the applicable Form 8-K item as indicated
                below

            
	
              9

            	
              Exhibits

            	 
	
              Distribution
                report

            	
              Trustee

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

            	
              Depositor

            
	
              8-K

            	 	 	 
	
              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:
                Servicer, Trustee, Seller, 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: Servicer, Trustee, Seller, 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, 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: Servicer,
                Trustee,
                Seller, Depositor, Custodian

            
	
              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 4.04 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
                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.

            	
              Servicer
                (as to replacement of Servicer) or Trustee (as to replacement of
                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.

            	
              Trustee

            
	
              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

               

            	
               

              Depositor

              Depositor

              Depositor

            
	
              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

               

            	
               

               

               

              Seller

              Depositor

              Trustee

              Depositor

              Servicer

              Depositor

              Custodian

            
	
              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

               

            	
               

               

              Seller

              Depositor

              Trustee

              Servicer

              Depositor

              Custodian

              Depositor

            
	
              Item
                1122 – Assessment of Compliance with Servicing
                Criteria

            	
              Trustee,
                Servicer, Custodian

            
	
              Item
                1123 – Servicer Compliance Statement

            	
              Servicer

            


    

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    EXHIBIT
      BB

     

    FORM
      OF
      DEPOSITOR CERTIFICATION

     

    Re:  Credit
      Suisse First Boston Mortgage Securities Corp.

    CSMC
      Asset-Backed Trust 2007-NC1 OSI

    CSMC
      Asset-Backed Pass-Through Certificates, Series 2007-NC1 OSI

    


    I,
      [Name
      of Signer], 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 CSMC
      Asset-Backed Trust 2007-NC1 OSI CSMC Asset-Backed Pass-Through Certificates,
      Series 2007-NC1 OSI (the “Exchange Act periodic reports”);

     

    2.  Based
      on my knowledge, the Exchange Act periodic reports, taken as a whole, do not
      contain any untrue statement of a material fact or omit to state a material
      fact
      necessary to make the statements made, in light of the circumstances under
      which
      such statements were made, not misleading with respect to the period covered
      by
      this report;

     

    3.  Based
      on my knowledge, all of the distribution, servicing and other information
      required to be provided under Form 10-D for the period covered by this report
      is
      included in the Exchange Act periodic reports;

     

    4.  Based
      on my knowledge and 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 servicer has fulfilled its obligations under the servicing
      agreements 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 information provided
      to me
      by the following unaffiliated parties: [INSERT NAME OF SERVICER, CUSTODIAN
      OR
      TRUSTEE]

     

    
      
        	Dated:	 	 
	 	 	 
	 	 	 
	
                By:
                  

              	/s/ 	 
	Title:	 	 


      

    

     

    CREDIT
      SUISSE FIRST BOSTON MORTGAGE SECURITIES CORP.

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    EXHIBIT
      CC

     

    FORM
      OF
      TRUSTEE CERTIFICATION FOR MONTHLY STATEMENTS

     

    Re:  Credit
      Suisse First Boston Mortgage Securities Corp.

    CSMC
      Asset-Backed Trust 2007-NC1 OSI

    CSMC
      Asset-Backed Pass-Through Certificates, Series 2007-NC1 OSI

     

    


    U.S.
      Bank
      National Association (the “Trustee”) hereby certifies to Credit Suisse First
      Boston Mortgage Securities Corp. (the “Depositor”), and each Person, if any, who
“controls” the Depositor within the meaning of the Securities Act of 1933, as
      amended, and its officers, directors and affiliates, and with the knowledge
      and
      intent that they will rely upon this certification, that:

     

    1.           The
      Trustee has reviewed the annual report on Form 10-K for the fiscal year [___],
      all reports on Form 10-D containing Monthly Statements filed in respect of
      periods included in the year covered by that annual report, of the Depositor
      relating to the above-referenced trust and all Current Reports on Form
      8-K;

     

    2.           Subject
      to paragraph 4 hereof, based on the Trustee’s knowledge, and assuming the
      accuracy and completeness of the information supplied to the Trustee by the
      Servicer, the Distribution Information in the Monthly Statements contained
      in
      such reports on Form 10-D, taken as a whole, does not contain any untrue
      statement of a material fact or omit to state a material fact required by the
      Pooling and Servicing Agreement to be included therein and necessary to make
      the
      statements made, in light of the circumstances under which such statements
      were
      made, not misleading as of the last day of the period covered by that annual
      report;

     

    3.           Based
      on the Trustee’s knowledge, the Distribution Information required to be provided
      by the Trustee under the Pooling and Servicing Agreement is included in these
      reports; and

     

    4.           In
      compiling the Distribution Information and making the foregoing certifications,
      the Trustee has relied upon information furnished to it by the Servicer under
      the Pooling and Servicing Agreement.  The Trustee shall have no
      responsibility or liability for any inaccuracy in such reports on Form 10-D
      to
      the extent such inaccuracy results from information received from the
      Servicer.

     

    For
      purposes of this Certificate, the following terms shall have the meanings
      ascribed below:

     

    “Distribution
      Information” shall mean that information (x) calculated and reported by the
      Trustee and (y) reported by the Trustee, in either case, pursuant to Section
      4.04 of the Pooling and Servicing Agreement.

     

    “Monthly
      Statements” shall mean the monthly statements prepared by the Trustee
      pursuant to Section 4.04 of the Pooling and Servicing Agreement.

     

    Any
      additional capitalized terms used but not defined herein have the meanings
      ascribed to them in the Series Supplement to the Standard Terms of Pooling
      and
      Servicing Agreement dated as of August 1, 2007 (the “Pooling and Servicing
      Agreement”), among Credit Suisse First Boston Mortgage Securities Corp., as
      depositor (the “Depositor”), DLJ Mortgage Capital, Inc., as seller (the
“Seller”), Select Portfolio Servicing, Inc., as servicer (“SPS”), Ocwen Loan
      Servicing, LLC, as servicer (“Ocwen”) and U.S. Bank National Association as
      trustee (the “Trustee”).

     

     

    
      
        	 	
                
                  [____________________],

                

              	 
	 	
                as
                  Trustee

              	 
	 	 	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	 	 	 
	 	[Name]	 
	 	[Title]	 
	 	[Date]	 


      

    

     

    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    EXHIBIT
      DD

     

    FORM
      OF
      SERVICER CERTIFICATION

     

    Re:  Credit
      Suisse First Boston Mortgage Securities Corp.

    CSMC
      Asset-Backed Trust 2007-NC1 OSI

    CSMC
      Asset-Backed Pass-Through Certificates, Series 2007-NC1 OSI

     

    


    I,
      [name
      of certifying individual], a duly elected and acting officer of
      [__________________________] (the “Servicer”), certify pursuant to Section
      13.01(f) of the Pooling and Servicing Agreement to the Depositor, the Trustee
      and each Person, if any, who “controls” the Depositor or the Trustee within the
      meaning of the Securities Act of 1933, as amended, and their respective officers
      and directors, with respect to the calendar year immediately preceding the
      date
      of this Certificate (the “Relevant Year”), as follows:

     

    1.           I
      have reviewed the servicer compliance statement of the Servicer and
      [SUBSERVICER] (the “Subservicer”) provided in accordance with Item 1123 of
      Regulation AB (the “Compliance Statement”), the report on assessment of the
      Servicer’s and Subservicer’s compliance with the Servicing Criteria provided in
      accordance with Rules 13a-18 and 15d-18 under the Exchange Act and Item 1122
      of
      Regulation AB (the “Servicing Assessment”), the registered public accounting
      firm’s attestation report provided in accordance with Rules 13a-18 and 15d-18
      under the Exchange Act and Section 1122(b) of Regulation AB (the “Attestation
      Report”), and all servicing reports, officer’s certificates and other
      information relating to the servicing of the related Mortgage Loans by the
      Servicer during the Relevant Year (collectively, the “Relevant
      Information”).

     

    2.           Based
      on my knowledge, the Relevant Information, taken as a whole, does not contain
      any untrue statement of a material fact or omit to state a material fact
      required to be stated therein which is necessary to make the statements made
      therein, in light of the circumstances under which such statements were made,
      not misleading as of the last day of the Relevant Year.

     

    3.           The
      Relevant Information has been provided to those Persons entitled to receive
      it.

     

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

     

    5.           Any
      material instances of noncompliance described in the Compliance Statement,
      the
      Servicing Assessment or the Attestation Report have been disclosed to the
      Depositor and the Trustee.  Any material instances of noncompliance
      with the Servicing Criteria have been disclosed in such reports.

     

    Capitalized
      terms used but not defined herein have the meanings ascribed to them in the
      Series Supplement to the Standard Terms of Pooling and Servicing Agreement
      dated
      as of August 1, 2007 (the “Pooling and Servicing Agreement”), among Credit
      Suisse First Boston Mortgage Securities Corp., as depositor (the “Depositor”),
      DLJ Mortgage Capital, Inc., as seller (the “Seller”), Select Portfolio
      Servicing, Inc., as servicer (“SPS”), Ocwen Loan Servicing, LLC, as servicer
      (“Ocwen”) and U.S. Bank National Association as trustee (the
“Trustee”).

     

    
      
        	 	
                
                  [____________________],

                

              	 
	 	
                as
                  Servicer

              	 
	 	 	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	[Name]	 
	 	[Title]	 
	 	[Date]	 


      

    

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    EXHIBIT
      EE

     

    FORM
      OF
      ASSESSMENT OF COMPLIANCE

     

    


     

    Re:
      Credit Suisse First Boston Mortgage Securities Corp.

    CSMC
      Asset-Backed Trust 2007-NC1 OSI

    CSMC
      Asset-Backed Pass-Through Certificates, Series 2007-NC1 OSI

     

    I,
      [name
      of certifying individual], a duly elected and acting officer of
      [_____________________] (the “Assessing Party”), certify pursuant to Section
      13.03 of the Series Supplement to the Standard Terms of Pooling and Servicing
      Agreement dated as of August 1, 2007 (the “Pooling and Servicing Agreement”),
      among Credit Suisse First Boston Mortgage Securities Corp., as depositor (the
      “Depositor”), DLJ Mortgage Capital, Inc., as seller (in such capacity, the
“Seller”), Select Portfolio Servicing, Inc., as servicer (“SPS”), Ocwen Loan
      Servicing, LLC, as servicer (“Ocwen”) and U.S. Bank National Association as
      trustee (the “Trustee”), to the Depositor, [the Trustee] and each Person, if
      any, who “controls” the Depositor [or the Trustee] within the meaning of the
      Securities Act of 1933, as amended, and their respective officers and directors,
      with respect to the calendar year immediately preceding the date of this
      Certificate (the “Relevant Year”), as follows:

     

    1.           I
      am responsible for assessing compliance with the Servicing Criteria applicable
      to the Assessing Party during the Relevant Year. For purposes of this
      assessment, I have used the Servicing Criteria as set forth in Item 1122 of
      Regulation AB and as set forth on Exhibit Y of the Pooling and Servicing
      Agreement.

     

    2.           Based
      on my knowledge, the Assessing Party was in compliance with the Servicing
      Criteria applicable to the Assessing Party during the Relevant Year other than
      [state any material instance of noncompliance with respect thereto during such
      period]. This assessment is based on the activities the Assessing Party performs
      with respect to asset-backed securities transactions taken as a whole involving
      the Assessing Party, that are backed by the same asset type as the related
      Mortgage Loans serviced by it.

     

    3.           Based
      on the activities the Assessing Party performs with respect to asset-backed
      securities transactions taken as a whole involving the Assessing Party, that
      are
      backed by the same asset type as the related Mortgage Loans serviced by it,
      the
      following Servicing Criteria are not applicable to the Assessing
      Party:  [_______________].

     

    4.           A
      registered public accounting firm has issued an attestation report on the
      Assessing Party’s assessment of compliance for the period consisting of Relevant
      Year.

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Capitalized
      terms used but not defined herein have the meanings ascribed to them in the
      Pooling and Servicing Agreement.

     

     

    
      
        	 	
                
                  [____________________],

                

              	 
	 	
                as
                  Assessing Party

              	 
	 	 	 
	 	 	 
	 	 	 	 
	
                 

              	
                By:
                  

              	 	 
	 	[Name]	 
	 	[Title]	 
	 	[Date]	 


      

    

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Schedule
      I

     

    Mortgage
      Loan Schedule

     

    (see
      attached)

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Schedule
      IIA

     

    Representations
      and Warranties of Seller - DLJMC

     

    As
      set
      forth in Schedule IIA to the Standard Terms.

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Schedule
      IIB

     

    Representations
      and Warranties of Servicer - SPS

     

    As
      set
      forth in Schedule IIB to the Standard Terms.

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Schedule
      IIC

     

    Representations
      and Warranties of Servicer - Ocwen

     

    
      	
               

            	
              (i)

            	
              Ocwen
                is a limited liability company duly organized, validly existing and
                in
                good standing under the laws of the state of its
                organization;

            


    

     

    
      	
               

            	
              (ii)

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

            


    

     

    
      	
               

            	
              (iii)

            	
              The
                execution and delivery by Ocwen of this Agreement have been duly
                authorized by all necessary corporate action on the part of Ocwen;
                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 Ocwen or its
                properties or the certificate of incorporation or bylaws of Ocwen,
                except
                those conflicts, breaches or defaults which would not reasonably
                be
                expected to have a material adverse effect on Ocwen ability to enter
                into
                this Agreement and to consummate the transactions contemplated
                hereby;

            


    

     

    
      	
               

            	
              (iv)

            	
              This
                Agreement has been duly executed and delivered by Ocwen and, assuming
                due
                authorization, execution and delivery by the Trustee, the Seller
                and the
                Depositor, constitutes a valid and binding obligation of Ocwen 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

            


    

     

    
      	
               

            	
              (v)

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

            


    

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Schedule
      IID

     

    [RESERVED]

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Schedule
      IIE

     

    [RESERVED]

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    SCHEDULE
      III

     

    Representations
      and Warranties of DLJMC – Mortgage Loans

     

    DLJMC,
      in
      its capacity as Seller, hereby makes the representations and warranties set
      forth in this Schedule III to the Depositor and the Trustee, as of the Closing
      Date, or if so specified herein, as of the Cut-off Date or such other date
      as
      may be specified, with respect to the Mortgage Loans identified on Schedule
      I
      hereto, except as specified herein.

     

    
      	
               

            	
              (i)

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

            


    

     

    
      	
               

            	
              (ii)

            	
              Each
                Mortgage Loan is next due for payment no earlier than August 1, 2007
                and
                there are no material defaults under the terms of any Mortgage
                Loan;

            


    

     

    
      	
               

            	
              (iii)

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

            


    

     

    
      	
               

            	
              (iv)

            	
              The
                terms of the Mortgage Note and the Mortgage have not been impaired,
                waived, altered or modified in any respect, except by written instruments
                which have been recorded or sent for recording to the extent any
                such
                recordation is required by law, or, necessary to protect the interest
                of
                the Depositor. No other instrument of waiver, alteration or modification
                has been executed, and no Mortgagor has been released, in whole or
                in
                part, from the terms thereof except in connection with an assumption
                agreement and which assumption agreement is part of the Mortgage
                File and
                the terms of which are reflected in Schedule IA; the substance of
                any such
                waiver, alteration or modification has been approved by the issuer
                of any
                related Mortgage Guaranty Insurance Policy and title insurance policy,
                to
                the extent required by the related
                policies;

            


    

     

    
      	
               

            	
              (v)

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

            


    

     

    
      	
               

            	
              (vi)

            	
              All
                buildings or other customarily insured improvements upon the Mortgaged
                Property are insured by an insurer acceptable under the FNMA Guides,
                against loss by fire, hazards of extended coverage and such other
                hazards
                as are provided for in the FNMA Guides or by FHLMC, as well as all
                additional requirements set forth in Section 4.09 of this Agreement.
                All such standard hazard policies are in full force and effect and
                on the
                date of origination contained a standard mortgagee clause naming
                DLJMC and
                its successors in interest and assigns as loss payee and such clause
                is
                still in effect and all premiums due thereon have been paid.  If
                required by the Flood Disaster Protection Act of 1973, as amended,
                the
                Mortgage Loan is covered by a flood insurance policy meeting the
                requirements of the current guidelines of the Federal Insurance
                Administration which policy conforms to FNMA and FHLMC requirements,
                as
                well as all additional requirements set forth in Section 4.09 of this
                Agreement.  Such policy was issued by an insurer acceptable
                under FNMA or FHLMC guidelines.  The Mortgage obligates the
                Mortgagor thereunder to maintain all such insurance at the Mortgagor’s
                cost and expense, and on the Mortgagor’s failure to do so, authorizes the
                holder of the Mortgage to maintain such insurance at the Mortgagor’s cost
                and expense and to seek reimbursement therefor from the
                Mortgagor;

            


    

     

    
      	
               

            	
              (vii)

            	
              Each
                Mortgage Loan at the time it was made complied in all material respects
                with all applicable local, state and federal laws, including, without
                limitation, usury, equal credit opportunity, disclosure, recording
                and all
                applicable predatory and abusive lending
                laws;

            


    

     

    
      	
               

            	
                     
                (viii)

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

            


    

     

    
      	
               

            	
              (ix)

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

            


    

     

    
      	
               

            	
              (x)

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

            


    

     

    
      	
               

            	
              (xi)

            	
              There
                are no mechanics’ or similar liens or claims which have been filed for
                work, labor or material (and no rights are outstanding that under
                law
                could give rise to such liens) affecting the related Mortgaged Property
                which are or may be liens prior to or equal to the lien of the related
                Mortgage;

            


    

     

    
      	
               

            	
              (xii)

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

            


    

     

    
      	
               

            	
                     
                (xiii)

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

            


    

     

    
      	
               

            	
                     
                (xiv)

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

            


    

     

    
      	
               

            	
              (xv)

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

            


    

     

    
      	
               

            	
                    
                (xvi)

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

            


    

     

    
      	
               

            	
                     
                (xvii)

            	
              Each
                Mortgage Loan constitutes a qualified mortgage under
                Section 860G(a)(3)(A) of the Code and Treasury Regulations
                Section 1.860G-2(a)(1);

            


    

     

    
      	
               

            	
                      
                (xviii)

            	
              With
                respect to each Mortgage Loan sold by any Seller, to the knowledge
                of
                DLJMC, (i) no borrower obtained a prepaid single-premium credit
                insurance policy in connection with the origination of a Mortgage
                Loan,
                (ii) the related Servicer of each such Mortgage Loan has fully
                furnished, in accordance with the Fair Credit Reporting Act and its
                implementing regulations, accurate and complete information on its
                borrower credit files to Equifax, Experian and Trans Union Credit
                Information Company, on a monthly basis or as otherwise required
                by Fannie
                Mae or Freddie Mac; (iii) no such Mortgage Loan will impose a
                Prepayment Penalty for a term in excess of five years;  and
                (iv) with respect to any Mortgage Loans that are on manufactured
                housing, such housing will be the principal residence of the borrower
                upon
                origination of such mortgage loan;

            


    

     

    
      	
               

            	
                     
                (xix)

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

            


    

     

    
      	
               

            	
              (xx)

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

            


    

     

    
      	
               

            	
                    
                (xxi)

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

            


    

     

    
      	
               

            	
                    
                (xxii)

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

            


    

     

    
      	
               

            	
                     
                (xxiii)

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

            


    

     

    
      	
               

            	
                     
                (xxiv)

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

            


    

     

    
      	
               

            	
                    
                (xxv)

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

            


    

     

    
      	
               

            	
                    
                (xxvi)

            	
              The
                related Servicer of each Mortgage Loan sold by the Seller will fully
                furnish, in accordance with the Fair Credit Reporting Act and its
                implementing regulations, accurate and complete information on its
                borrower credit files to Equifax, Experian and Trans Union Credit
                Information Company, on a monthly
                basis;

            


    

     

    
      	
               

            	
                     
                (xxvii)

            	
              With
                respect to the Conforming Loans, the original principal balance of
                each
                such Mortgage Loan is within Freddie Mac’s dollar amount limits for
                conforming one- to four-family Mortgage
                Loans;

            


    

     

    
      	
               

            	
                     
                (xxviii)

            	
              Each
                Mortgage Loan that is secured by residential real property (or a
                leasehold
                interest therein) has a loan-to-value ratio of 100% or less (or,
                in the
                case of a second lien Mortgage Loan, combined loan-to-value
                ratio);

            


    

     

    
      	
               

            	
                    (xxix)

            	
              No
                Mortgage Loan sold by the Seller is a “High Cost Loan” or “Covered Loan,”
                as applicable, as such terms are defined in the then current Standard
                & Poor’s LEVELS® Glossary which is now Version 5.7 Revised, Appendix
                E, in effect as of the Closing
                Date;

            


    

     

    
      	
               

            	
                   (xxx)

            	
              With
                respect to any Mortgage Loan originated on or after August 1, 2004,
                neither the related Mortgage nor the related Mortgage Note requires
                the
                related Mortgagor to submit to arbitration to resolve any dispute
                arising
                out of or relating in any way to the Mortgage Loan;
                and

            


    

     

    
      	
               

            	
                   
                (xxxi)

            	
              No
                error, omission, misrepresentation, negligence, fraud or similar
                occurrence with respect to a Mortgage Loan has taken place on the
                part of
                the originator, the Seller or the Mortgagor (except with respect
                to the
                accuracy of any information stated on the Mortgagor’s loan application
                that was not verified during the origination process, including but
                not
                limited to information regarding the Mortgagor’s income, source of income
                or assets), any appraiser, any builder or developer, or any other
                party
                involved in the origination of the Mortgage Loan or in the application
                of
                any insurance in relation to such Mortgage
                Loan.

            


    

     

    
      	
               

            	
                    
                (xxxii)

            	
              For
                any Mortgage Loan that is a junior lien, no mortgage loan that is
                senior
                to such Mortgage Loan has a negative amortization feature that could
                cause
                the Maximum CLTV of that Mortgage Loan to exceed 100%, unless (a)
                such
                negative amortization feature cannot cause the Maximum CLTV of that
                Mortgage Loan to exceed 125% and (b) the sum total of the principal
                balances of all Mortgage Loans whose Maximum CLTVs may exceed 100%
                because
                of negative amortization features does not exceed 3% of the sum total
                of
                the principal balances of the Mortgage Loans identified on Schedule
                I.

            


    

     

    
      	
               

            	
                     
                (xxxiii)

            	
              To
                the knowledge of the Seller:

            


    

     

    
      	
               

            	
              a.

            	
              no
                refinance or purchase money mortgage loan included in the Trust as
                a Group
                1 Mortgage Loan that is secured by the Borrower’s principal residence has
                an APR or total points and fees that exceed the thresholds set by
                HOEPA
                and its implementing regulations, including 12 CFR § 226.32(a)(1)(i) and
                (ii), provided that, this requirement does not apply to home equity
                lines
                of credit (HELOCs) but does apply to other second mortgage
                loans;

            


    

     

    
      	
               

            	
              b.

            	
              no
                borrower obtained a prepaid single-premium credit-life, credit disability,
                credit unemployment or credit property insurance policy in connection
                with
                the origination of a Group 1 Mortgage
                Loan;

            


    

     

    
      	
               

            	
              c.

            	
              no
                subprime Group 1 Mortgage Loan originated on or after October 1,
                2002 will
                impose a Prepayment Premium for a term in excess of three years,
                no Group
                1 Mortgage Loan originated prior to such date, and no non-subprime
                Group 1
                Mortgage Loan, will impose a Prepayment Premium in excess of five
                years;
                unless the loan was modified to reduce the prepayment period to no
                more
                than three years (in the case of subprime loans) or five years (in
                the
                case of non-subprime loans) from the date of the note and the Borrower
                was
                notified in writing of such reduction in prepayment
                period;

            


    

     

    
      	
               

            	
              d.

            	
              with
                respect to any Group 1 Mortgage Loan that provides for a Prepayment
                Premium:

            


    

     

    
      	
               

            	
              i.

            	
              only
                with respect to mortgage loans secured by the borrower’s principal
                residence, such Mortgage Loan provides some benefit to the Borrower
                (e.g.,
                a rate or fee reduction) in exchange for accepting such Prepayment
                Premium;

            


    

     

    
      	
               

            	
              ii.

            	
              only
                with respect to mortgage loans secured by the borrower’s principal
                residence, prior to such Mortgage Loan’s origination, the Borrower was
                offered the option of obtaining a mortgage loan that did not require
                the
                payment of such a Prepayment
                Premium;

            


    

     

    
      	
               

            	
              iii.

            	
              the
                applicable Prepayment Premium was adequately disclosed to the Borrower
                pursuant to applicable state and federal law;
                and

            


    

     

    
      	
               

            	
              iv.

            	
              such
                Prepayment Premium shall not be imposed in any instance where the
                related
                Mortgage Loan is accelerated or paid off in connection with the workout
                of
                a delinquent mortgage or due to the Borrower’s default, notwithstanding
                that the terms of the Mortgage Loan or state or federal law might
                permit
                the imposition of such Prepayment
                Premium;

            


    

     

    
      	
               

            	
              e.

            	
              the
                related Servicer for each Group 1 Mortgage Loan has fully furnished
                and
                will fully furnish accurate and complete information on its borrower
                credit files to Equifax, Experian and Trans Union Credit Information
                Company on a monthly basis and in accordance with the Fair Credit
                Reporting Act and its implementing
                regulations;

            


    

     

    
      	
               

            	
              f.

            	
              there
                is no Mortgage Loan in the Trust that was originated on or after
                October
                1, 2002 and before March 7, 2003, which is governed by the Georgia
                Fair
                Lending Act;

            


    

     

    
      	
               

            	
              g.

            	
              each
                Group 1 Mortgage Loan has an original principal balance that conforms
                to
                Fannie Mae and Freddie Mac
                guidelines;

            


    

     

    
      	
               

            	
              h.

            	
              with
                respect to any Group 1 Mortgage Loans that are on manufactured housing,
                such housing will be the principal residence of the borrower upon
                origination of such mortgage loan;

            


    

     

    
      	
               

            	
              i.

            	
              with
                respect to any second lien Group 1 Mortgage Loans underlying the
                Certificates, such lien is on a one- to four-family residence that
                is (or
                will be) the principal residence of the borrower upon origination
                of the
                second lien;

            


    

     

    
      	
               

            	
              j.

            	
              with
                respect to each Group 1 Mortgage Loan, the Borrower was not encouraged
                or
                required to select a mortgage loan product offered by the Mortgage
                Loan’s
                Originator which is a higher cost product designed for less creditworthy
                borrowers, taking into account such facts as, without limitation,
                the
                mortgage loan’s requirements and the borrower’s credit history, income,
                assets and liabilities, provided that, for a Borrower who seeks financing
                through a Mortgage Loan Originator’s higher-priced subprime lending
                channel, the Borrower should be directed towards or offered the Mortgage
                Loan Originator’s standard mortgage line if the Borrower is able to
                qualify for one of the standard
                products;

            


    

     

    
      	
               

            	
              k.

            	
              with
                respect to any Group 1 Mortgage Loan, the methodology used in underwriting
                the extension of credit for each such Mortgage Loan did not rely
                solely on
                the extent of the Borrower’s equity in the collateral as the principal
                determining factor in approving such extension of credit but instead
                employed related objective criteria such as the Borrower’s income, assets
                and liabilities, to the proposed mortgage payment and, based on such
                methodology, the Mortgage Loan’s Originator made a reasonable
                determination that at the time of origination the Borrower had the
                ability
                to make timely payments on the Mortgage
                Loan;

            


    

     

    
      	
               

            	
              l.

            	
              no
                Borrower of a Group 1 Mortgage Loan in the trust that is secured
                by the
                Borrower’s principal residence was charged “points and fees” in an amount
                greater than (a) $1,000 or (b) 5% of the original Stated Principal
                Balance
                of such Mortgage Loan, whichever is greater; provided, that for purposes
                of this representation, “points and fees” (x) include origination,
                underwriting, broker and finder’s fees and charges that the lender imposed
                as a condition of making the mortgage loan, whether they are paid
                to the
                lender or a third party; and (y) exclude bona fide discount points,
                fees
                paid for actual services rendered in connection with the origination
                of
                the mortgage (such as attorneys’ fees, notaries fees and fees paid for
                property appraisals, credit reports, surveys, title examinations
                and
                extracts, flood and tax certifications, and home inspections); the
                cost of
                mortgage insurance or credit-risk price adjustments; the costs of
                title,
                hazard, and flood insurance policies; state and local transfer taxes
                or
                fees; escrow deposits for the future payment of taxes and insurance
                premiums; and other miscellaneous fees and charges, which miscellaneous
                fee and charges, in total, do not exceed 0.25% of the loan
                amount;

            


    

     

    
      	
               

            	
              m.    
                

            	
              no
                subordinate lien Group 1 Mortgage Loan underlying the Certificates
                has an
                original Stated Principal Balance that exceeds one-half of the one-unit
                limitation for first lien mortgage loans, without regard to the number
                of
                units;

            


    

     

    
      	
               

            	
              n.

            	
              with
                respect to any subordinate lien Group 1 Mortgage Loan underlying
                the
                Certificates, the original Stated Principal Balance of the first
                lien
                mortgage loan plus the original Stated Principal Balance of any
                subordinate lien mortgage loans relating to the same Mortgaged Property
                does not exceed the applicable Freddie Mac loan limit for first lien
                mortgage loans for that property type;
                and

            


    

     

    
      	
               

            	
              o.

            	
              the
                Seller currently operates or actively participates in an on-going
                and
                active program or business (A) to originate mortgages, and/or (B)
                to make
                periodic purchases of mortgage loans from originators or other sellers,
                and/or (C) to issue and/or purchase securities or bonds supported
                by the
                mortgages, with a portion of the proceeds generated by such program
                or
                business being used to purchase or originate mortgages made to borrowers
                who are:

            


    

     

    
      	
               

            	
              i.

            	
              low-income
                families (families with incomes of 80% or less of area median income)
                living in low-income areas (a census tract or block numbering area
                in
                which the median income does not exceed 80 percent of the area median
                income) and/or

            


    

     

    
      	
               

            	
              ii.

            	
              very
                low-income families (families with incomes of 60% or less of area
                median
                income); and

            


    

     

    The
      Seller further agrees that Freddie Mac for a period of two (2) years following
      the date of the agreement may contact the Seller to confirm that it continues
      to
      operate or actively participate in the mortgage program or business and to
      obtain other nonproprietary information about the Seller’s activities that may
      assist Freddie Mac in completing its regulatory reporting requirements. The
      Seller will make reasonable efforts to provide such information to Freddie
      Mac.

     

    
      	
               

            	
              p.

            	
              The
                Mortgage Loans are secured by single family, one- to four-unit
                residences.  No Mortgage Loan is secured by a condotel,
                multifamily, commercial, industrial, agricultural or undeveloped
                property,
                or on any property located anywhere except the continental United
                States,
                Alaska, Hawaii, Puerto Rico, the Virgin Islands or
                Guam.

            


    

     

    


    
      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

    


    Appendix A

     

    [RESERVED]