ACE
      SECURITIES CORP.

    Depositor

     

    COUNTRYWIDE
      HOME LOANS SERVICING LP

    Servicer

    


    WELLS
      FARGO BANK, NATIONAL ASSOCIATION

    Master
      Servicer and Securities Administrator

    


    HSBC
      BANK
      USA, NATIONAL ASSOCIATION

    Trustee

    


    POOLING
      AND SERVICING AGREEMENT

    Dated
      as
      of January 1, 2007


     

    ACE
      Securities Corp. Home Equity Loan Trust, Series 2007-WM1

    Asset
      Backed Pass-Through Certificates

     

    
      

      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    TABLE
      OF
      CONTENTS

    

      
        	
                ARTICLE
                  I DEFINITIONS

              	 	
                9

              
	 	 	
                 

              
	
                SECTION
                  1.01.

              	
                Defined
                  Terms.

              	 	
                9

              
	
                SECTION
                  1.02.

              	
                Allocation
                  of Certain Interest Shortfalls.

              	 	
                86

              
	 	 	
                 

              
	
                ARTICLE
                  II CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF
                  CERTIFICATES

              	 	
                88

              
	 	 	
                 

              
	
                SECTION
                  2.01.

              	
                Conveyance
                  of the Mortgage Loans.

              	 	
                88

              
	
                SECTION
                  2.02.

              	
                Acceptance
                  of REMIC I by Trustee.

              	 	
                89

              
	
                SECTION
                  2.03.

              	
                Repurchase
                  or Substitution of Mortgage Loans.

              	 	
                89

              
	
                SECTION
                  2.04.

              	
                Representations
                  and Warranties of the Master Servicer.

              	 	
                92

              
	
                SECTION
                  2.05.

              	
                Representations,
                  Warranties and Covenants of the Servicer.

              	 	
                94

              
	
                SECTION
                  2.06.

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

              	 	
                96

              
	
                SECTION
                  2.07.

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

              	 	
                97

              
	
                SECTION
                  2.08.

              	
                Issuance
                  of the Residual Certificates.

              	 	
                97

              
	
                SECTION
                  2.09.

              	
                Establishment
                  of the Trust.

              	 	
                97

              
	
                SECTION
                  2.10.

              	
                Purpose
                  and Powers of the Trust.

              	 	
                97

              
	
                SECTION
                  2.11.

              	
                Representations
                  and Warranties of the Trustee.

              	 	
                98

              
	
                 

              	 	
                 

              
	
                ARTICLE
                  III ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS;
                  ACCOUNTS

              	 	
                99

              
	 	 	
                 

              
	
                SECTION
                  3.01.

              	
                The
                  Servicer to Act as Servicer.

              	 	
                99

              
	
                SECTION
                  3.02.

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

              	 	
                102

              
	
                SECTION
                  3.03.

              	
                Successor
                  Sub-Servicers.

              	 	
                103

              
	
                SECTION
                  3.04.

              	
                No
                  Contractual Relationship Between Sub-Servicer, Subcontractor, Master
                  Servicer, Trustee or the Certificateholders.

              	 	
                103

              
	
                SECTION
                  3.05.

              	
                Assumption
                  or Termination of Sub-Servicing Agreement by Successor
                  Servicer.

              	 	
                104

              
	
                SECTION
                  3.06.

              	
                Collection
                  of Certain Mortgage Loan Payments.

              	 	
                104

              
	
                SECTION
                  3.07.

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

              	 	
                105

              
	
                SECTION
                  3.08.

              	
                Collection
                  Account and Distribution Account.

              	 	
                106

              
	
                SECTION
                  3.09.

              	
                Withdrawals
                  from the Collection Account and Distribution Account.

              	 	
                108

              
	
                SECTION
                  3.10.

              	
                Investment
                  of Funds in the Investment Accounts.

              	 	
                111

              
	
                SECTION
                  3.11.

              	
                Maintenance
                  of Hazard Insurance, Errors and Omissions and Fidelity Coverage
                  and
                  Primary Mortgage Insurance.

              	 	
                112

              
	
                SECTION
                  3.12.

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

              	 	
                115

              
	
                SECTION
                  3.13.

              	
                Realization
                  Upon Defaulted Mortgage Loans.

              	 	
                116

              
	
                SECTION
                  3.14.

              	
                Trustee
                  to Cooperate; Release of Mortgage Files.

              	 	
                118

              
	
                SECTION
                  3.15.

              	
                Servicing
                  Compensation.

              	 	
                119

              
	
                SECTION
                  3.16.

              	
                Collection
                  Account Statements.

              	 	
                119

              
	
                SECTION
                  3.17.

              	
                Annual
                  Statement as to Compliance.

              	 	
                120

              


      

       

      
        
          
          

        

        
          i

          
            

          

        

        
          
          

        

      

       

      
        	
                SECTION
                  3.18.

              	
                Assessments
                  of Compliance and Attestation Reports.

              	 	
                120

              
	
                SECTION
                  3.19.

              	
                Annual
                  Certification; Indemnification and Remedies; Additional
                  Information.

              	 	
                121

              
	
                SECTION
                  3.20.

              	
                Access
                  to Certain Documentation.

              	 	
                125

              
	
                SECTION
                  3.21.

              	
                Title,
                  Management and Disposition of REO Property.

              	 	
                126

              
	
                SECTION
                  3.22.

              	
                Obligations
                  of the Servicer in Respect of Prepayment Interest Shortfalls; Relief
                  Act
                  Interest Shortfalls.

              	 	
                129

              
	
                SECTION
                  3.23.

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

              	 	
                129

              
	
                SECTION
                  3.24.

              	
                Reserve
                  Fund.

              	 	
                129

              
	
                SECTION
                  3.25.

              	
                Advance
                  Facility.

              	 	
                132

              
	
                SECTION
                  3.26.

              	
                Indemnification.

              	 	
                134

              
	
                SECTION
                  3.27.

              	
                Additional
                  Representations and Warranties.

              	 	
                134

              
	 	 	
                 

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

              	 	
                136

              
	 	 	
                 

              
	
                SECTION
                  4.01.

              	
                Master
                  Servicer.

              	 	
                136

              
	
                SECTION
                  4.02.

              	
                REMIC-Related
                  Covenants.

              	 	
                137

              
	
                SECTION
                  4.03.

              	
                Monitoring
                  of Servicer.

              	 	
                137

              
	
                SECTION
                  4.04.

              	
                Fidelity
                  Bond.

              	 	
                138

              
	
                SECTION
                  4.05.

              	
                Power
                  to Act; Procedures.

              	 	
                138

              
	
                SECTION
                  4.06.

              	
                Due-on-Sale
                  Clauses; Assumption Agreements.

              	 	
                139

              
	
                SECTION
                  4.07.

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

              	 	
                139

              
	
                SECTION
                  4.08.

              	
                Standard
                  Hazard Insurance and Flood Insurance Policies.

              	 	
                140

              
	
                SECTION
                  4.09.

              	
                Presentment
                  of Claims and Collection of Proceeds.

              	 	
                140

              
	
                SECTION
                  4.10.

              	
                Maintenance
                  of Primary Mortgage Insurance Policies.

              	 	
                140

              
	
                SECTION
                  4.11.

              	
                Trustee
                  to Retain Possession of Certain Insurance Policies and
                  Documents.

              	 	
                141

              
	
                SECTION
                  4.12.

              	
                Realization
                  Upon Defaulted Mortgage Loans.

              	 	
                141

              
	
                SECTION
                  4.13.

              	
                Compensation
                  for the Master Servicer.

              	 	
                141

              
	
                SECTION
                  4.14.

              	
                REO
                  Property.

              	 	
                142

              
	
                SECTION
                  4.15.

              	
                Master
                  Servicer Annual Statement of Compliance.

              	 	
                142

              
	
                SECTION
                  4.16.

              	
                Master
                  Servicer Assessments of Compliance.

              	 	
                143

              
	
                SECTION
                  4.17.

              	
                Master
                  Servicer Attestation Reports.

              	 	
                144

              
	
                SECTION
                  4.18.

              	
                Annual
                  Certification.

              	 	
                145

              
	
                SECTION
                  4.19.

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

              	 	
                146

              
	
                SECTION
                  4.20.

              	
                Prepayment
                  Penalty Verification.

              	 	
                146

              
	 	 	
                 

              
	
                ARTICLE
                  V PAYMENTS TO CERTIFICATEHOLDERS

              	 	
                148

              
	 	 	
                 

              
	
                SECTION
                  5.01.

              	
                Distributions.

              	 	
                148

              
	
                SECTION
                  5.02.

              	
                Statements
                  to Certificateholders.

              	 	
                162

              
	
                SECTION
                  5.03.

              	
                Servicer
                  Reports; P&I Advances.

              	 	
                166

              
	
                SECTION
                  5.04.

              	
                Allocation
                  of Realized Losses.

              	 	
                167

              
	
                SECTION
                  5.05.

              	
                Compliance
                  with Withholding Requirements.

              	 	
                170

              


      

       

      
        
          
          

        

        
          ii

          
            

          

        

        
          
          

        

      

       

      
        	
                SECTION
                  5.06.

              	
                Reports
                  Filed with Securities and Exchange Commission.

              	 	
                171

              
	
                SECTION
                  5.07.

              	
                Supplemental
                  Interest Trust.

              	 	
                175

              
	
                SECTION
                  5.08.

              	
                Tax
                  Treatment of Swap Payments and Swap Termination Payments.

              	 	
                178

              
	
                SECTION
                  5.09.

              	
                Swap
                  Collateral Account.

              	 	
                179

              
	
                SECTION
                  5.10.

              	
                Cap
                  Collateral Accounts

              	 	
                180

              
	 	 	
                 

              
	
                ARTICLE
                  VI THE CERTIFICATES

              	 	
                181

              
	 	 	
                 

              
	
                SECTION
                  6.01.

              	
                The
                  Certificates.

              	 	
                181

              
	
                SECTION
                  6.02.

              	
                Registration
                  of Transfer and Exchange of Certificates.

              	 	
                183

              
	
                SECTION
                  6.03.

              	
                Mutilated,
                  Destroyed, Lost or Stolen Certificates.

              	 	
                190

              
	
                SECTION
                  6.04.

              	
                Persons
                  Deemed Owners.

              	 	
                190

              
	
                SECTION
                  6.05.

              	
                Certain
                  Available Information.

              	 	
                191

              
	 	 	
                 

              
	
                ARTICLE
                  VII THE DEPOSITOR, THE SERVICER AND THE MASTER SERVICER

              	 	
                192

              
	 	 	
                 

              
	
                SECTION
                  7.01.

              	
                Liability
                  of the Depositor, the Servicer and the Master Servicer.

              	 	
                192

              
	
                SECTION
                  7.02.

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

              	 	
                192

              
	
                SECTION
                  7.03.

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

              	 	
                192

              
	
                SECTION
                  7.04.

              	
                Limitation
                  on Resignation of the Servicer.

              	 	
                193

              
	
                SECTION
                  7.05.

              	
                Limitation
                  on Resignation of the Master Servicer.

              	 	
                195

              
	
                SECTION
                  7.06.

              	
                Assignment
                  of Master Servicing.

              	 	
                195

              
	
                SECTION
                  7.07.

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

              	 	
                196

              
	
                SECTION
                  7.08.

              	
                Duties
                  of the Credit Risk Manager.

              	 	
                197

              
	
                SECTION
                  7.09.

              	
                Limitation
                  Upon Liability of the Credit Risk Manager.

              	 	
                197

              
	
                SECTION
                  7.10.

              	
                Removal
                  of the Credit Risk Manager.

              	 	
                197

              
	 	 	
                 

              
	
                ARTICLE
                  VIII DEFAULT

              	 	
                198

              
	 	 	
                 

              
	
                SECTION
                  8.01.

              	
                Servicer
                  Events of Default.

              	 	
                198

              
	
                SECTION
                  8.02.

              	
                Master
                  Servicer to Act; Appointment of Successor.

              	 	
                203

              
	
                SECTION
                  8.03.

              	
                Notification
                  to Certificateholders.

              	 	
                204

              
	
                SECTION
                  8.04.

              	
                Waiver
                  of Events of Default.

              	 	
                205

              
	 	 	
                 

              
	
                ARTICLE
                  IX CONCERNING THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

              	 	
                206

              
	 	 	
                 

              
	
                SECTION
                  9.01.

              	
                Duties
                  of Trustee and Securities Administrator.

              	 	
                206

              
	
                SECTION
                  9.02.

              	
                Certain
                  Matters Affecting Trustee and Securities Administrator.

              	 	
                207

              
	
                SECTION
                  9.03.

              	
                Trustee
                  and Securities Administrator not Liable for Certificates or Mortgage
                  Loans.

              	 	
                211

              
	
                SECTION
                  9.04.

              	
                Trustee
                  and Securities Administrator May Own Certificates.

              	 	
                211

              
	
                SECTION
                  9.05.

              	
                Fees
                  and Expenses of Trustee, Custodian and Securities
                  Administrator.

              	 	
                211

              
	
                SECTION
                  9.06.

              	
                Eligibility
                  Requirements for Trustee and Securities Administrator.

              	 	
                212

              
	
                SECTION
                  9.07.

              	
                Resignation
                  and Removal of Trustee and Securities Administrator.

              	 	
                213

              
	
                SECTION
                  9.08.

              	
                Successor
                  Trustee or Securities Administrator.

              	 	
                214

              


      

       

      
        
          
          

        

        
          iii

          
            

          

        

        
          
          

        

      

       

      
        	
                SECTION
                  9.09.

              	
                Merger
                  or Consolidation of Trustee or Securities Administrator.

              	 	
                215

              
	
                SECTION
                  9.10.

              	
                Appointment
                  of Co-Trustee or Separate Trustee.

              	 	
                215

              
	
                SECTION
                  9.11.

              	
                Appointment
                  of Office or Agency.

              	 	
                216

              
	
                SECTION
                  9.12.

              	
                Representations
                  and Warranties.

              	 	
                216

              
	 	 	
                 

              
	
                ARTICLE
                  X TERMINATION

              	 	
                218

              
	 	 	
                 

              
	
                SECTION
                  10.01.

              	
                Termination
                  Upon Repurchase or Liquidation of All Mortgage Loans.

              	 	
                218

              
	
                SECTION
                  10.02.

              	
                Additional
                  Termination Requirements.

              	 	
                221

              
	 	 	
                 

              
	
                ARTICLE
                  XI REMIC PROVISIONS

              	 	
                223

              
	 	 	
                 

              
	
                SECTION
                  11.01.

              	
                REMIC
                  Administration.

              	 	
                223

              
	
                SECTION
                  11.02.

              	
                Prohibited
                  Transactions and Activities.

              	 	
                225

              
	
                SECTION
                  11.03.

              	
                Indemnification.

              	 	
                226

              
	 	 	
                 

              
	
                ARTICLE
                  XII MISCELLANEOUS PROVISIONS

              	 	
                227

              
	 	 	
                 

              
	
                SECTION
                  12.01.

              	
                Amendment.

              	 	
                227

              
	
                SECTION
                  12.02.

              	
                Recordation
                  of Agreement; Counterparts.

              	 	
                228

              
	
                SECTION
                  12.03.

              	
                Limitation
                  on Rights of Certificateholders.

              	 	
                229

              
	
                SECTION
                  12.04.

              	
                Governing
                  Law.

              	 	
                229

              
	
                SECTION
                  12.05.

              	
                Notices.

              	 	
                229

              
	
                SECTION
                  12.06.

              	
                Severability
                  of Provisions.

              	 	
                230

              
	
                SECTION
                  12.07.

              	
                Notice
                  to Rating Agencies.

              	 	
                230

              
	
                SECTION
                  12.08.

              	
                Article
                  and Section References.

              	 	
                231

              
	
                SECTION
                  12.09.

              	
                Grant
                  of Security Interest.

              	 	
                231

              
	
                SECTION
                  12.10.

              	
                Survival
                  of Indemnification.

              	 	
                232

              
	
                SECTION
                  12.11.

              	
                Intention
                  of the Parties and Interpretation.

              	 	
                232

              
	
                SECTION
                  12.12.

              	
                Indemnification.

              	 	
                233

              
	
                SECTION
                  12.13.

              	
                Swap
                  Provider as a Third Party Beneficiary.

              	 	
                233

              


      

    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

    


    Exhibits

    

      
        	
                Exhibit
                  A-1

              	 	
                Form
                  of Class A Certificate

              
	
                Exhibit
                  A-2

              	 	
                Form
                  of Class M-[1][2][3][4][5][6][7][8][9][10]Certificates

              
	
                Exhibit
                  A-3

              	 	
                Form
                  of Class CE Certificate

              
	
                Exhibit
                  A-4

              	 	
                Form
                  of Class P Certificate

              
	
                Exhibit
                  A-5

              	 	
                Form
                  of Class R Certificate

              
	
                Exhibit B-1

              	 	
                Form
                  of Transferor Representation Letter and Form of Transferee Representation
                  Letter in Connection with Transfer of the Class P Certificates,
                  Class CE
                  Certificates and Residual Certificates Pursuant to Rule 144A Under
                  the
                  Securities Act

              
	
                Exhibit
                  B-2

              	 	
                Form
                  of Transferor Representation Letter and Form of Transferee Representation
                  Letter in Connection with Transfer of the Class P Certificates
                  and Class
                  CE Certificates to Regulation S Under the Securities
                  Act

              
	
                Exhibit
                  B-3

              	 	
                Form
                  of Transferor Representation Letter and Form of Transferee Representation
                  Letter in Connection with Transfer of the Class P Certificates,
                  Class CE
                  Certificates and Residual Certificates Pursuant to Rule 501(a)
                  Under the
                  Securities Act

              
	
                Exhibit
                  B-4

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

              
	
                Exhibit C

              	 	
                Form
                  of Back-Up Certification

              
	
                Exhibit D

              	 	
                Form
                  of Power of Attorney

              
	
                Exhibit E

              	 	
                Servicing
                  Criteria

              
	
                Exhibit F

              	 	
                Mortgage
                  Loan Purchase Agreement

              
	
                Exhibit G

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

              
	
                Exhibit H

              	 	
                Additional
                  Disclosure Notification

              
	
                Exhibit I

              	 	
                Swap
                  Agreement

              
	
                Exhibit J

              	 	
                Cap
                  Contracts

              
	 	 	 
	
                Schedule 1

              	 	
                Mortgage
                  Loan Schedule

              
	
                Schedule 2

              	 	
                Prepayment
                  Charge Schedule

              
	
                Schedule 3

              	 	
                Reserved

              
	
                Schedule 4

              	 	
                Standard
                  File Layout - Delinquency Reporting and Realized Losses and
                  Gains

              
	
                Schedule 5

              	 	
                Standard
                  File Layout - Master Servicing

              
	
                Schedule 6

              	 	
                Data
                  Requirements of Servicing Advances Incurred Prior to Cut-off
                  Date

              


      

    

    


    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    


    This
      Pooling and Servicing Agreement, is dated and effective as of January 1, 2007,
      among ACE SECURITIES CORP., as Depositor, COUNTRYWIDE HOME LOANS SERVICING
      LP,
      as Servicer, WELLS FARGO BANK, NATIONAL ASSOCIATION, Master Servicer and
      Securities Administrator and HSBC BANK USA, NATIONAL ASSOCIATION, as
      Trustee.

     

    PRELIMINARY
      STATEMENT:

     

    The
      Depositor intends to sell pass-through certificates to be issued hereunder
      in
      multiple classes, which in the aggregate will evidence the entire beneficial
      ownership interest of the Trust Fund created hereunder. The Trust Fund will
      consist of a segregated pool of assets comprised of the Mortgage Loans and
      certain other related assets subject to this Agreement.

     

    REMIC
      I

     

    As
      provided herein, the Securities Administrator will elect to treat the segregated
      pool of assets consisting of the Mortgage Loans and certain other related assets
      subject to this Agreement (other than the Reserve Fund and, for the avoidance
      of
      doubt, the Supplemental Interest Trust, the Cap Contracts and the Swap
      Agreement) as a REMIC for federal income tax purposes, and such segregated
      pool
      of assets will be designated as “REMIC I”. The Class R-I Interest will be the
      sole class of “residual interests” in REMIC I for purposes of the REMIC
      Provisions (as defined herein). The following table irrevocably sets forth
      the
      designation, the REMIC I Remittance Rate, the initial Uncertificated Balance
      and, for purposes of satisfying Treasury regulation
      Section 1.860G-1(a)(4)(iii), the “latest possible maturity date” for each
      of the REMIC I Regular Interests (as defined herein). None of the REMIC I
      Regular Interests will be certificated.

     

    
      	
              Designation

            	 	
              REMIC
                I

              Remittance
                Rate

            	 	
              Initial

              Uncertificated
                Balance

            	 	
              Latest
                Possible

              Maturity
                Date(1)

            	 
	
              I

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              39,599,269.35

            	 	 	
              November
                25, 2036

            	 
	
              I-1-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              4,366,341.45

            	 	 	
              November
                25, 2036

            	 
	
              I-1-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              4,366,341.45

            	 	 	
              November
                25, 2036

            	 
	
              I-2-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              4,520,441.49

            	 	 	
              November
                25, 2036

            	 
	
              I-2-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              4,520,441.49

            	 	 	
              November
                25, 2036

            	 
	
              I-3-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              4,334,927.61

            	 	 	
              November
                25, 2036

            	 
	
              I-3-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              4,334,927.61

            	 	 	
              November
                25, 2036

            	 
	
              I-4-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              4,157,060.25

            	 	 	
              November
                25, 2036

            	 
	
              I-4-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              4,157,060.25

            	 	 	
              November
                25, 2036

            	 
	
              I-5-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              3,986,523.72

            	 	 	
              November
                25, 2036

            	 
	
              I-5-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              3,986,523.72

            	 	 	
              November
                25, 2036

            	 
	
              I-6-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              3,823,014.18

            	 	 	
              November
                25, 2036

            	 
	
              I-6-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              3,823,014.18

            	 	 	
              November
                25, 2036

            	 
	
              I-7-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              3,666,240.90

            	 	 	
              November
                25, 2036

            	 
	
              I-7-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              3,666,240.90

            	 	 	
              November
                25, 2036

            	 
	
              I-8-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              3,516,728.78

            	 	 	
              November
                25, 2036

            	 
	
              I-8-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              3,516,728.78

            	 	 	
              November
                25, 2036

            	 
	
              I-9-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              3,376,886.55

            	 	 	
              November
                25, 2036

            	 
	
              I-9-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              3,376,886.55

            	 	 	
              November
                25, 2036

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              Designation

            	 	
              REMIC
                I

              Remittance
                Rate

            	 	
              Initial

              Uncertificated
                Balance

            	 	
              Latest
                Possible

              Maturity
                Date(1)

            	 
	
              I-10-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              3,237,582.95

            	 	 	
              November
                25, 2036

            	 
	
              I-10-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              3,237,582.95

            	 	 	
              November
                25, 2036

            	 
	
              I-11-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              3,115,822.17

            	 	 	
              November
                25, 2036

            	 
	
              I-11-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              3,115,822.17

            	 	 	
              November
                25, 2036

            	 
	
              I-12-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              3,025,734.37

            	 	 	
              November
                25, 2036

            	 
	
              I-12-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              3,025,734.37

            	 	 	
              November
                25, 2036

            	 
	
              I-13-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              4,290,139.51

            	 	 	
              November
                25, 2036

            	 
	
              I-13-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              4,290,139.51

            	 	 	
              November
                25, 2036

            	 
	
              I-14-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              9,082,884.23

            	 	 	
              November
                25, 2036

            	 
	
              I-14-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              9,082,884.23

            	 	 	
              November
                25, 2036

            	 
	
              I-15-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              7,570,479.91

            	 	 	
              November
                25, 2036

            	 
	
              I-15-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              7,570,479.91

            	 	 	
              November
                25, 2036

            	 
	
              I-16-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              6,311,089.92

            	 	 	
              November
                25, 2036

            	 
	
              I-16-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              6,311,089.92

            	 	 	
              November
                25, 2036

            	 
	
              I-17-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              4,669,181.61

            	 	 	
              November
                25, 2036

            	 
	
              I-17-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              4,669,181.61

            	 	 	
              November
                25, 2036

            	 
	
              I-18-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,651,378.01

            	 	 	
              November
                25, 2036

            	 
	
              I-18-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,651,378.01

            	 	 	
              November
                25, 2036

            	 
	
              I-19-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,578,010.94

            	 	 	
              November
                25, 2036

            	 
	
              I-19-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,578,010.94

            	 	 	
              November
                25, 2036

            	 
	
              I-20-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,507,905.05

            	 	 	
              November
                25, 2036

            	 
	
              I-20-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,507,905.05

            	 	 	
              November
                25, 2036

            	 
	
              I-21-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,440,734.20

            	 	 	
              November
                25, 2036

            	 
	
              I-21-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,440,734.20

            	 	 	
              November
                25, 2036

            	 
	
              I-22-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,376,919.15

            	 	 	
              November
                25, 2036

            	 
	
              I-22-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,376,919.15

            	 	 	
              November
                25, 2036

            	 
	
              I-23-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,315,986.55

            	 	 	
              November
                25, 2036

            	 
	
              I-23-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,315,986.55

            	 	 	
              November
                25, 2036

            	 
	
              I-24-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,257,802.39

            	 	 	
              November
                25, 2036

            	 
	
              I-24-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,257,802.39

            	 	 	
              November
                25, 2036

            	 
	
              I-25-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,202,244.23

            	 	 	
              November
                25, 2036

            	 
	
              I-25-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,202,244.23

            	 	 	
              November
                25, 2036

            	 
	
              I-26-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,149,156.91

            	 	 	
              November
                25, 2036

            	 
	
              I-26-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,149,156.91

            	 	 	
              November
                25, 2036

            	 
	
              I-27-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,098,429.66

            	 	 	
              November
                25, 2036

            	 
	
              I-27-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,098,429.66

            	 	 	
              November
                25, 2036

            	 
	
              I-28-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,050,053.02

            	 	 	
              November
                25, 2036

            	 
	
              I-28-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,050,053.02

            	 	 	
              November
                25, 2036

            	 
	
              I-29-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,003,851.12

            	 	 	
              November
                25, 2036

            	 
	
              I-29-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,003,851.12

            	 	 	
              November
                25, 2036

            	 
	
              I-30-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              959,723.94

            	 	 	
              November
                25, 2036

            	 
	
              I-30-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              959,723.94

            	 	 	
              November
                25, 2036

            	 
	
              I-31-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              917,577.01

            	 	 	
              November
                25, 2036

            	 
	
              I-31-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              917,577.01

            	 	 	
              November
                25, 2036

            	 
	
              I-32-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              877,317.41

            	 	 	
              November
                25, 2036

            	 
	
              I-32-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              877,317.41

            	 	 	
              November
                25, 2036

            	 


    

      

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    
      	
              Designation

            	 	
              REMIC
                I

              Remittance
                Rate

            	 	
              Initial

              Uncertificated
                Balance

            	 	
              Latest
                Possible

              Maturity
                Date(1)

            	 
	
              I-33-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              838,861.10

            	 	 	
              November
                25, 2036

            	 
	
              I-33-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              838,861.10

            	 	 	
              November
                25, 2036

            	 
	
              I-34-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              802,128.74

            	 	 	
              November
                25, 2036

            	 
	
              I-34-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              802,128.74

            	 	 	
              November
                25, 2036

            	 
	
              I-35-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              767,039.14

            	 	 	
              November
                25, 2036

            	 
	
              I-35-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              767,039.14

            	 	 	
              November
                25, 2036

            	 
	
              I-36-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              733,517.23

            	 	 	
              November
                25, 2036

            	 
	
              I-36-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              733,517.23

            	 	 	
              November
                25, 2036

            	 
	
              I-37-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              701,491.92

            	 	 	
              November
                25, 2036

            	 
	
              I-37-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              701,491.92

            	 	 	
              November
                25, 2036

            	 
	
              I-38-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              670,894.31

            	 	 	
              November
                25, 2036

            	 
	
              I-38-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              670,894.31

            	 	 	
              November
                25, 2036

            	 
	
              I-39-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              641,660.59

            	 	 	
              November
                25, 2036

            	 
	
              I-39-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              641,660.59

            	 	 	
              November
                25, 2036

            	 
	
              I-40-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              613,728.64

            	 	 	
              November
                25, 2036

            	 
	
              I-40-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              613,728.64

            	 	 	
              November
                25, 2036

            	 
	
              I-41-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              587,039.06

            	 	 	
              November
                25, 2036

            	 
	
              I-41-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              587,039.06

            	 	 	
              November
                25, 2036

            	 
	
              I-42-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              561,535.92

            	 	 	
              November
                25, 2036

            	 
	
              I-42-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              561,535.92

            	 	 	
              November
                25, 2036

            	 
	
              I-43-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              537,165.03

            	 	 	
              November
                25, 2036

            	 
	
              I-43-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              537,165.03

            	 	 	
              November
                25, 2036

            	 
	
              I-44-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              513,875.03

            	 	 	
              November
                25, 2036

            	 
	
              I-44-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              513,875.03

            	 	 	
              November
                25, 2036

            	 
	
              I-45-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              491,617.57

            	 	 	
              November
                25, 2036

            	 
	
              I-45-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              491,617.57

            	 	 	
              November
                25, 2036

            	 
	
              I-46-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              470,345.58

            	 	 	
              November
                25, 2036

            	 
	
              I-46-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              470,345.58

            	 	 	
              November
                25, 2036

            	 
	
              I-47-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              450,014.48

            	 	 	
              November
                25, 2036

            	 
	
              I-47-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              450,014.48

            	 	 	
              November
                25, 2036

            	 
	
              I-48-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              430,582.11

            	 	 	
              November
                25, 2036

            	 
	
              I-48-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              430,582.11

            	 	 	
              November
                25, 2036

            	 
	
              I-49-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              412,007.84

            	 	 	
              November
                25, 2036

            	 
	
              I-49-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              412,007.84

            	 	 	
              November
                25, 2036

            	 
	
              I-50-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              394,267.51

            	 	 	
              November
                25, 2036

            	 
	
              I-50-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              394,267.51

            	 	 	
              November
                25, 2036

            	 
	
              I-51-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              377,440.43

            	 	 	
              November
                25, 2036

            	 
	
              I-51-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              377,440.43

            	 	 	
              November
                25, 2036

            	 
	
              I-52-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              361,201.12

            	 	 	
              November
                25, 2036

            	 
	
              I-52-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              361,201.12

            	 	 	
              November
                25, 2036

            	 
	
              I-53-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              345,676.61

            	 	 	
              November
                25, 2036

            	 
	
              I-53-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              345,676.61

            	 	 	
              November
                25, 2036

            	 
	
              I-54-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              7,893,550.36

            	 	 	
              November
                25, 2036

            	 
	
              I-54-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              7,893,550.36

            	 	 	
              November
                25, 2036

            	 
	
              II

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              85,713,117.05

            	 	 	
              November
                25, 2036

            	 
	
              II-1-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              9,451,001.05

            	 	 	
              November
                25, 2036

            	 


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
              Designation

            	 	
              REMIC
                I

              Remittance
                Rate

            	 	
              Initial

              Uncertificated
                Balance

            	 	
              Latest
                Possible

              Maturity
                Date(1)

            	 
	
              II-1-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              9,451,001.05

            	 	 	
              November
                25, 2036

            	 
	
              II-2-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              9,784,552.51

            	 	 	
              November
                25, 2036

            	 
	
              II-2-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              9,784,552.51

            	 	 	
              November
                25, 2036

            	 
	
              II-3-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              9,383,005.39

            	 	 	
              November
                25, 2036

            	 
	
              II-3-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              9,383,005.39

            	 	 	
              November
                25, 2036

            	 
	
              II-4-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              8,998,009.25

            	 	 	
              November
                25, 2036

            	 
	
              II-4-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              8,998,009.25

            	 	 	
              November
                25, 2036

            	 
	
              II-5-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              8,628,880.78

            	 	 	
              November
                25, 2036

            	 
	
              II-5-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              8,628,880.78

            	 	 	
              November
                25, 2036

            	 
	
              II-6-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              8,274,962.32

            	 	 	
              November
                25, 2036

            	 
	
              II-6-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              8,274,962.32

            	 	 	
              November
                25, 2036

            	 
	
              II-7-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              7,935,624.60

            	 	 	
              November
                25, 2036

            	 
	
              II-7-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              7,935,624.60

            	 	 	
              November
                25, 2036

            	 
	
              II-8-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              7,612,003.72

            	 	 	
              November
                25, 2036

            	 
	
              II-8-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              7,612,003.72

            	 	 	
              November
                25, 2036

            	 
	
              II-9-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              7,309,313.45

            	 	 	
              November
                25, 2036

            	 
	
              II-9-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              7,309,313.45

            	 	 	
              November
                25, 2036

            	 
	
              II-10-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              7,007,789.05

            	 	 	
              November
                25, 2036

            	 
	
              II-10-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              7,007,789.05

            	 	 	
              November
                25, 2036

            	 
	
              II-11-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              6,744,236.33

            	 	 	
              November
                25, 2036

            	 
	
              II-11-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              6,744,236.33

            	 	 	
              November
                25, 2036

            	 
	
              II-12-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              6,549,240.13

            	 	 	
              November
                25, 2036

            	 
	
              II-12-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              6,549,240.13

            	 	 	
              November
                25, 2036

            	 
	
              II-13-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              9,286,060.99

            	 	 	
              November
                25, 2036

            	 
	
              II-13-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              9,286,060.99

            	 	 	
              November
                25, 2036

            	 
	
              II-14-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              19,660,017.27

            	 	 	
              November
                25, 2036

            	 
	
              II-14-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              19,660,017.27

            	 	 	
              November
                25, 2036

            	 
	
              II-15-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              16,386,399.09

            	 	 	
              November
                25, 2036

            	 
	
              II-15-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              16,386,399.09

            	 	 	
              November
                25, 2036

            	 
	
              II-16-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              13,660,433.58

            	 	 	
              November
                25, 2036

            	 
	
              II-16-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              13,660,433.58

            	 	 	
              November
                25, 2036

            	 
	
              II-17-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              10,106,502.39

            	 	 	
              November
                25, 2036

            	 
	
              II-17-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              10,106,502.39

            	 	 	
              November
                25, 2036

            	 
	
              II-18-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              3,574,428.49

            	 	 	
              November
                25, 2036

            	 
	
              II-18-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              3,574,428.49

            	 	 	
              November
                25, 2036

            	 
	
              II-19-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              3,415,624.56

            	 	 	
              November
                25, 2036

            	 
	
              II-19-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              3,415,624.56

            	 	 	
              November
                25, 2036

            	 
	
              II-20-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              3,263,879.45

            	 	 	
              November
                25, 2036

            	 
	
              II-20-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              3,263,879.45

            	 	 	
              November
                25, 2036

            	 
	
              II-21-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              3,118,487.30

            	 	 	
              November
                25, 2036

            	 
	
              II-21-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              3,118,487.30

            	 	 	
              November
                25, 2036

            	 
	
              II-22-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              2,980,358.85

            	 	 	
              November
                25, 2036

            	 
	
              II-22-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              2,980,358.85

            	 	 	
              November
                25, 2036

            	 
	
              II-23-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              2,848,469.45

            	 	 	
              November
                25, 2036

            	 
	
              II-23-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              2,848,469.45

            	 	 	
              November
                25, 2036

            	 
	
              II-24-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              2,722,529.11

            	 	 	
              November
                25, 2036

            	 


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              Designation

            	 	
              REMIC
                I

              Remittance
                Rate

            	 	
              Initial

              Uncertificated
                Balance

            	 	
              Latest
                Possible

              Maturity
                Date(1)

            	 
	
              II-24-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              2,722,529.11

            	 	 	
              November
                25, 2036

            	 
	
              II-25-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              2,602,272.77

            	 	 	
              November
                25, 2036

            	 
	
              II-25-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              2,602,272.77

            	 	 	
              November
                25, 2036

            	 
	
              II-26-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              2,487,364.59

            	 	 	
              November
                25, 2036

            	 
	
              II-26-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              2,487,364.59

            	 	 	
              November
                25, 2036

            	 
	
              II-27-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              2,377,564.84

            	 	 	
              November
                25, 2036

            	 
	
              II-27-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              2,377,564.84

            	 	 	
              November
                25, 2036

            	 
	
              II-28-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              2,272,852.98

            	 	 	
              November
                25, 2036

            	 
	
              II-28-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              2,272,852.98

            	 	 	
              November
                25, 2036

            	 
	
              II-29-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              2,172,848.38

            	 	 	
              November
                25, 2036

            	 
	
              II-29-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              2,172,848.38

            	 	 	
              November
                25, 2036

            	 
	
              II-30-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              2,077,334.56

            	 	 	
              November
                25, 2036

            	 
	
              II-30-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              2,077,334.56

            	 	 	
              November
                25, 2036

            	 
	
              II-31-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,986,106.99

            	 	 	
              November
                25, 2036

            	 
	
              II-31-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,986,106.99

            	 	 	
              November
                25, 2036

            	 
	
              II-32-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,898,964.59

            	 	 	
              November
                25, 2036

            	 
	
              II-32-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,898,964.59

            	 	 	
              November
                25, 2036

            	 
	
              II-33-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,815,725.40

            	 	 	
              November
                25, 2036

            	 
	
              II-33-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,815,725.40

            	 	 	
              November
                25, 2036

            	 
	
              II-34-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,736,217.76

            	 	 	
              November
                25, 2036

            	 
	
              II-34-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,736,217.76

            	 	 	
              November
                25, 2036

            	 
	
              II-35-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,660,265.86

            	 	 	
              November
                25, 2036

            	 
	
              II-35-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,660,265.86

            	 	 	
              November
                25, 2036

            	 
	
              II-36-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,587,707.27

            	 	 	
              November
                25, 2036

            	 
	
              II-36-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,587,707.27

            	 	 	
              November
                25, 2036

            	 
	
              II-37-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,518,388.08

            	 	 	
              November
                25, 2036

            	 
	
              II-37-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,518,388.08

            	 	 	
              November
                25, 2036

            	 
	
              II-38-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,452,159.19

            	 	 	
              November
                25, 2036

            	 
	
              II-38-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,452,159.19

            	 	 	
              November
                25, 2036

            	 
	
              II-39-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,388,882.41

            	 	 	
              November
                25, 2036

            	 
	
              II-39-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,388,882.41

            	 	 	
              November
                25, 2036

            	 
	
              II-40-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,328,423.36

            	 	 	
              November
                25, 2036

            	 
	
              II-40-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,328,423.36

            	 	 	
              November
                25, 2036

            	 
	
              II-41-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,270,653.44

            	 	 	
              November
                25, 2036

            	 
	
              II-41-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,270,653.44

            	 	 	
              November
                25, 2036

            	 
	
              II-42-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,215,451.58

            	 	 	
              November
                25, 2036

            	 
	
              II-42-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,215,451.58

            	 	 	
              November
                25, 2036

            	 
	
              II-43-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,162,700.47

            	 	 	
              November
                25, 2036

            	 
	
              II-43-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,162,700.47

            	 	 	
              November
                25, 2036

            	 
	
              II-44-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,112,288.97

            	 	 	
              November
                25, 2036

            	 
	
              II-44-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,112,288.97

            	 	 	
              November
                25, 2036

            	 
	
              II-45-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,064,112.43

            	 	 	
              November
                25, 2036

            	 
	
              II-45-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,064,112.43

            	 	 	
              November
                25, 2036

            	 
	
              II-46-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,018,068.92

            	 	 	
              November
                25, 2036

            	 
	
              II-46-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,018,068.92

            	 	 	
              November
                25, 2036

            	 
	
              II-47-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              974,062.02

            	 	 	
              November
                25, 2036

            	 


    

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
              Designation

            	 	
              REMIC
                I

              Remittance
                Rate

            	 	
              Initial

              Uncertificated
                Balance

            	 	
              Latest
                Possible

              Maturity
                Date(1)

            	 
	
              II-47-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              974,062.02

            	 	 	
              November
                25, 2036

            	 
	
              II-48-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              932,000.39

            	 	 	
              November
                25, 2036

            	 
	
              II-48-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              932,000.39

            	 	 	
              November
                25, 2036

            	 
	
              II-49-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              891,796.16

            	 	 	
              November
                25, 2036

            	 
	
              II-49-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              891,796.16

            	 	 	
              November
                25, 2036

            	 
	
              II-50-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              853,396.99

            	 	 	
              November
                25, 2036

            	 
	
              II-50-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              853,396.99

            	 	 	
              November
                25, 2036

            	 
	
              II-51-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              816,974.57

            	 	 	
              November
                25, 2036

            	 
	
              II-51-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              816,974.57

            	 	 	
              November
                25, 2036

            	 
	
              II-52-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              781,824.38

            	 	 	
              November
                25, 2036

            	 
	
              II-52-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              781,824.38

            	 	 	
              November
                25, 2036

            	 
	
              II-53-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              748,221.39

            	 	 	
              November
                25, 2036

            	 
	
              II-53-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              748,221.39

            	 	 	
              November
                25, 2036

            	 
	
              II-54-A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              17,085,689.14

            	 	 	
              November
                25, 2036

            	 
	
              II-54-B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              17,085,689.14

            	 	 	
              November
                25, 2036

            	 


    

     

    
      

    

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

            


    

     

    
      	(2)	
              Calculated
                in accordance with the definition of “REMIC I Remittance Rate”
                herein.

            


    

    
 

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    REMIC
      II

     

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

     

    
      	
              Designation

            	 	
              REMIC
                II

              Remittance

              Rate

            	 	
              Initial

              Uncertificated
                Balance

            	 	
              Latest
                Possible

              Maturity
                Date (1)

            	 
	
              AA

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              418,148,440.07

            	 	 	
              November
                25, 2036

            	 
	
              A-1

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,095,520.00

            	 	 	
              November
                25, 2036

            	 
	
              A-2A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              1,251,950.00

            	 	 	
              November
                25, 2036

            	 
	
              A-2B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              376,110.00

            	 	 	
              November
                25, 2036

            	 
	
              A-2C

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              335,080.00

            	 	 	
              November
                25, 2036

            	 
	
              A-2D

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              408,130.00

            	 	 	
              November
                25, 2036

            	 
	
              M-1

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              140,805.00

            	 	 	
              November
                25, 2036

            	 
	
              M-2

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              121,605.00

            	 	 	
              November
                25, 2036

            	 
	
              M-3

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              76,805.00

            	 	 	
              November
                25, 2036

            	 
	
              M-4

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              68,270.00

            	 	 	
              November
                25, 2036

            	 
	
              M-5

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              68,270.00

            	 	 	
              November
                25, 2036

            	 
	
              M-6

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              64,000.00

            	 	 	
              November
                25, 2036

            	 
	
              M-7

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              57,600.00

            	 	 	
              November
                25, 2036

            	 
	
              M-8

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              32,000.00

            	 	 	
              November
                25, 2036

            	 
	
              M-9

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              32,000.00

            	 	 	
              November
                25, 2036

            	 
	
              M-10

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              42,670.00

            	 	 	
              November
                25, 2036

            	 
	
              ZZ

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              4,362,826.63

            	 	 	
              November
                25, 2036

            	 
	
              P

            	 	 	
              Variable(2)(4)

            	
               

            	
              $

            	
              100.00

            	 	 	
              November
                25, 2036

            	 
	
              IO

            	 	 	
              Variable(2)

            	
               

            	 	
              (3

            	
              )

            	 	
              November
                25, 2036

            	 
	
              I-SUB

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              5,056.28

            	 	 	
              November
                25, 2036

            	 
	
              I-GRP

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              26,966.69

            	 	 	
              November
                25, 2036

            	 
	
              II-SUB

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              10,944.34

            	 	 	
              November
                25, 2036

            	 
	
              II-GRP

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              58,369.74

            	 	 	
              November
                25, 2036

            	 
	
              XX

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              426,580,744.66

            	 	 	
              November
                25, 2036

            	 


    

     

    
      

    

    
      	
              (1)

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

            


    

     

    
      	
              (2)

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

            


    

     

    
      	
              (3)

            	
              REMIC
                II Regular Interest IO will not have an Uncertificated Balance, but
                will
                accrue interest on its Uncertificated Notional
                Amount.

            


    

     

    
      	(4)	
              REMIC
                II Regular
                Interest P will be entitled to 100% of the Prepayment
                Charges.

            


    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    


    REMIC
      III

     

    As
      provided herein, the Securities Administrator 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-III Interest will evidence the sole class
      of “residual interests” in REMIC III for purposes of the REMIC Provisions. The
      following table irrevocably sets forth the designation, the Pass-Through Rate,
      the initial aggregate Certificate Principal Balance and, for purposes of
      satisfying Treasury regulation Section 1.860G-1(a)(4)(iii), the “latest
      possible maturity date” for the indicated Classes of Certificates.

     

    
      	
              Designation

            	 	
              Pass-Through
                Rate

            	 	
              Initial
                Aggregate Certificate Principal Balance

            	 	
              Latest
                Possible

              Maturity
                Date (1)

            	 
	
              Class
                A-1

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              219,104,000.00

            	 	 	
              November
                25, 2036

            	 
	
              Class
                A-2A

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              250,390,000.00

            	 	 	
              November
                25, 2036

            	 
	
              Class
                A-2B

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              75,222,000.00

            	 	 	
              November
                25, 2036

            	 
	
              Class
                A-2C

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              67,016,000.00

            	 	 	
              November
                25, 2036

            	 
	
              Class
                A-2D

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              81,626,000.00

            	 	 	
              November
                25, 2036

            	 
	
              Class
                M-1

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              28,161,000.00

            	 	 	
              November
                25, 2036

            	 
	
              Class
                M-2

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              24,321,000.00

            	 	 	
              November
                25, 2036

            	 
	
              Class
                M-3

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              15,361,000.00

            	 	 	
              November
                25, 2036

            	 
	
              Class
                M-4

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              13,654,000.00

            	 	 	
              November
                25, 2036

            	 
	
              Class
                M-5

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              13,654,000.00

            	 	 	
              November
                25, 2036

            	 
	
              Class
                M-6

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              12,800,000.00

            	 	 	
              November
                25, 2036

            	 
	
              Class
                M-7 

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              11,520,000.00

            	 	 	
              November
                25, 2036

            	 
	
              Class
                M-8 

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              6,400,000.00

            	 	 	
              November
                25, 2036

            	 
	
              Class
                M-9 

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              6,400,000.00

            	 	 	
              November
                25, 2036

            	 
	
              Class
                M-10

            	 	 	
              Variable(2)

            	
               

            	
              $

            	
              8,534,000.00

            	 	 	
              November
                25, 2036

            	 
	
              Class
                P 

            	 	 	
              N/A(3)

            	
               

            	
              $

            	
              100.00

            	 	 	
              November
                25, 2036

            	 
	
              Class
                CE

            	 	 	
              N/A(4)

            	
               

            	
              $

            	
              19,201,163.40

            	 	 	
              November
                25, 2036

            	 
	
              Class
                IO Interest 

            	 	 	
              N/A(5)

            	
               

            	 	
              (5

            	
              )

            	 	
              November
                25, 2036

            	 


    

     

    
      

    

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

            


    

     

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

            


    

     

    
      	(3)	
              The
                Class P Certificates will not accrue interest. The Class P Certificates
                will entitled to 100% of Prepayment
                Charges.

            


    

     

    
      	(4)	
              The
                Class CE Certificates will accrue interest at their variable Pass-Through
                Rate on the Notional Amount of the Class CE Certificates outstanding
                from
                time to time which shall equal the Uncertificated Balance of the
                REMIC II
                Regular Interests (other than REMIC II Regular Interest P). The Class
                CE
                Certificates will not accrue interest on their Certificate Principal
                Balance.

            


    

     

    
      	(5)	
              The
                Class IO Interest will not have a Pass-Through Rate or a Certificate
                Principal Balance, but will be entitled to 100% of amounts distributed
                on
                REMIC II Regular Interest IO.

            


    

    


    The
      Mortgage Loans had an aggregate Scheduled Principal Balance as of the Cut-off
      Date, after deducting all Monthly Payments due on or before the Cut-off Date,
      of
      $853,364,263.40. As of the Cut-off Date, the Group I Mortgage Loans had an
      aggregate Scheduled Principal Balance equal to $269,666,888.41 and the Group
      II
      Mortgage Loans had an aggregate Scheduled Principal Balance equal to
      $583,697,374.99.

     

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

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      I

     

    DEFINITIONS

     

    SECTION
      1.01. Defined
      Terms.

     

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

     

    “Accepted
      Master Servicing Practices”: With respect to any Mortgage Loan, as applicable,
      either (x) those customary mortgage master servicing practices of prudent
      mortgage servicing institutions that master service mortgage loans of the same
      type and quality as such Mortgage Loan in the jurisdiction where the related
      Mortgaged Property is located, to the extent applicable to the Master Servicer
      (except in its capacity as successor to the Servicer) or (y) as provided in
      Section 3.01 hereof, but in no event below the standard set forth in clause
      (x) above.

     

    “Accepted
      Servicing Practices”: As defined in Section 3.01.

     

    “Account”:
      The Collection Account and the Distribution Account, as the context may
      require.

     

    “Accrued
      Certificate Interest”: With respect to any Class A Certificate, Mezzanine
      Certificate or Class CE Certificate and each Distribution Date, interest accrued
      during the related Interest Accrual Period at the Pass-Through Rate for such
      Certificate for such Distribution Date on the Certificate Principal Balance,
      in
      the case of the Class A Certificates and the Mezzanine Certificates, or on
      the
      Notional Amount in the case of the Class CE Certificates of such Certificate
      immediately prior to such Distribution Date. The Class P Certificates are not
      entitled to distributions in respect of interest and, accordingly, will not
      accrue interest. All distributions of interest on the Class A Certificates
      and
      the Mezzanine Certificates will be calculated on the basis of a 360-day year
      and
      the actual number of days in the applicable Interest Accrual Period. All
      distributions of interest on the Class CE Certificates will be based on a
      360-day year consisting of twelve 30-day months. Accrued Certificate Interest
      with respect to each Distribution Date, as to any Class A Certificate, Mezzanine
      Certificate or Class CE Certificate shall be reduced by an amount equal to
      the
      portion allocable to such Certificate pursuant to Section 1.02 hereof, if
      any, of the sum of (a) the aggregate Prepayment Interest Shortfall, if any,
      for
      such Distribution Date to the extent not covered by payments pursuant to
      Section 3.22 or Section 4.19 of this Agreement and (b) the aggregate
      amount of any Relief Act Interest Shortfall, if any, for such Distribution
      Date.
      In addition, Accrued Certificate Interest with respect to each Distribution
      Date, as to any Class CE Certificate, shall be reduced by an amount equal to
      the
      portion allocable to such Class CE Certificate of Realized Losses, if any,
      pursuant to Section 1.02 and Section 5.04 hereof. 

     

    “Additional
      Disclosure Notification”: Has the meaning set forth in Section 5.06(a)(ii).


     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    “Additional
      Form 10-D Disclosure”: Either has the meaning set forth in Section 5.06(a)(i) of
      this Agreement or with respect to the Servicer, shall be limited to the
      information set forth in Section 3.19(f)(iii) of this
      Agreement.

     

    “Additional
      Form 10-K Disclosure”: Either has the meaning set forth in Section 5.06(d)(i) of
      this Agreement or with respect to the Servicer, shall be limited to the
      information set forth in Section 3.19(f)(ii) of this
      Agreement.

     

    “Additional
      Servicer”: Means each affiliate of the Servicer that Services any of the
      Mortgage Loans and each Person who is not an affiliate of the Servicer. For
      clarification purposes, the Master Servicer and the Securities Administrator
      are
      Additional Servicers.

     

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

     

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

     

    “Administration
      Fees: The sum of (i) the Servicing Fee, (ii) the Master Servicing Fee and (iii)
      the Credit Risk Management Fee.

     

    “Administration
      Fee Rate”: The sum of (i) the Servicing Fee Rate, (ii) the Master Servicing Fee
      Rate and (iii) the Credit Risk Management Fee Rate. 

     

    “Advance
      Facility”: As defined in Section 3.25(a).

     

    “Advance
      Financing Person”: As defined in Section 3.25(a).

     

    “Advance
      Reimbursement Amounts”: As defined in Section 3.25(b).

     

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

     

    “Aggregate
      Loss Severity Percentage”: With respect to any Distribution Date, the percentage
      equivalent of a fraction, the numerator of which is the aggregate amount of
      Realized Losses incurred on any Mortgage Loans from the Cut-off Date to the
      last
      day of the preceding calendar month and the denominator of which is the
      aggregate principal balance of such Mortgage Loans immediately prior to the
      liquidation of such Mortgage Loans.

     

    “Agreement”:
      This Pooling and Servicing Agreement, including all exhibits and schedules
      hereto and all amendments hereof and supplements hereto.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    “Allocated
      Realized Loss Amount”: With respect to any Class of Mezzanine Certificates and
      any Distribution Date, an amount equal to the sum of any Realized Loss allocated
      to that Class of Certificates on the Distribution Date and any Allocated
      Realized Loss Amount for that Class remaining unpaid from the previous
      Distribution Date.

     

    “Amounts
      Held for Future Distribution”: As to any Distribution Date, the aggregate amount
      held in the Collection Account at the close of business on the immediately
      preceding Determination Date on account of (i) all Monthly Payments or portions
      thereof received in respect of the Mortgage Loans due after the related Due
      Period and (ii) Principal Prepayments and Liquidation Proceeds received in
      respect of such Mortgage Loans after the last day of the related Prepayment
      Period.

     

    “Ancillary
      Income”: All income derived from the Mortgage Loans, other than Servicing Fees
      and Prepayment Charges, 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.

     

    “Annual
      Statement of Compliance”: As defined in Section 3.17.

     

    “Assignment”:
      An assignment of Mortgage, notice of transfer or equivalent instrument, in
      recordable form, which is sufficient under the laws of the jurisdiction where
      the related Mortgaged Property is located to reflect of record the sale and
      assignment of the Mortgage, which assignment, notice of transfer or equivalent
      instrument may be in the form of one or more blanket assignments covering
      Mortgages secured by Mortgaged Properties located in the same county, if
      permitted by law.

     

    “Available
      Distribution Amount”: With respect to any Distribution Date, an amount equal to
      (1) the sum of (a) the aggregate of the amounts on deposit in the Collection
      Account and Distribution Account as of the close of business on the Servicer
      Remittance Date, (b) the aggregate of any amounts deposited in the Distribution
      Account by the Servicer or the Master Servicer in respect of Prepayment Interest
      Shortfalls for such Distribution Date pursuant to Section 3.22 or
      Section 4.19 of this Agreement, (c) the aggregate of any P&I Advances
      for such Distribution Date made by the Servicer pursuant to Section 5.03 of
      this Agreement and (d) the aggregate of any P&I Advances made by a successor
      Servicer (including the Master Servicer) for such Distribution Date pursuant
      to
      Section 8.02 of this Agreement reduced (to an amount not less than zero) by
      (2) the portion of the amount described in clause (1)(a) above that represents
      (i) Amounts Held for Future Distribution, (ii) Principal Prepayments on the
      Mortgage Loans received after the related Prepayment Period (together with
      any
      interest payments received with such Principal Prepayments to the extent they
      represent the payment of interest accrued on the Mortgage Loans during a period
      subsequent to the related Prepayment Period), (iii) Liquidation Proceeds,
      Insurance Proceeds and Subsequent Recoveries received in respect of the Mortgage
      Loans after the related Prepayment Period, (iv) amounts reimbursable or payable
      to the Depositor, the Servicer, the Trustee, the Master Servicer, the Securities
      Administrator, the Credit Risk Manager or the Custodian pursuant to
      Section 3.09 or 9.05 of this Agreement or otherwise payable in respect of
      Extraordinary Trust Fund Expenses, (v) the Credit Risk Management Fee, (vi)
      amounts deposited in the Collection Account or the Distribution Account in
      error, (vii) the amount of any Prepayment Charges collected by the Servicer
      in
      connection with the Principal Prepayment of any of the Mortgage Loans and (viii)
      amounts reimbursable to a successor Servicer (including the Master Servicer)
      pursuant to Section 8.02 of this Agreement.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    “Back-Up
      Certification”: As defined in Section 3.19(a) of this Agreement.

     

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

     

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

     

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

     

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

     

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

     

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

     

    “Cap
      Contracts”: Shall mean the Group I Cap Contract and the Group II Cap
      Contract.

     

    “Cap
      Counterparty”: The counterparty under each Cap Contract, and any successor in
      interest or assign. Initially, the Cap Counterparty shall be The Royal Bank
      of
      Scotland plc.

     

    “Cap
      Credit Support Annex”: The credit support annex, dated as of January 29, 2007,
      between the Trustee and the Cap Counterparty, which is annexed to and forms
      part
      of the Cap Contracts.

     

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

     

    “Certificate”:
      Any one of ACE Securities Corp., Asset Backed Pass-Through Certificates, Series
      2007-WM1, Class A-1, Class A-2A, Class A-2B, Class A-2C, Class A-2D, Class
      M-1,
      Class M-2, Class M-3, Class M-4, Class M-5, Class M-6, Class M-7, Class M-8,
      Class M-9, Class M-10, Class P, Class CE and Class R Certificates issued under
      this Agreement. 

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

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

     

    “Certificate
      Margin”: With respect to the Class A-1 Certificates and, for purposes of the
      definition of “Marker Rate”, REMIC II Regular Interest A-1, 0.14%
      in
      the
      case of each Distribution Date through and including the Optional Termination
      Date and 0.28% in the case of each Distribution Date thereafter.

     

    With
      respect to the Class A-2A Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2A, 0.07% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.14%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class A-2B Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2B, 0.12% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.24%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class A-2C Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2C, 0.17% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.34%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class A-2D Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2D, 0.22% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.44%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-1 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-1, 0.25% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.375%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-2 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-2, 0.29% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.435%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-3 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-3, 0.32% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.48%
      in the case of each Distribution Date thereafter.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    With
      respect to the Class M-4 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-4, 0.40% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.60%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-5 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-5, 0.42% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.63%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-6 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-6, 0.46% in the case of each
      Distribution Date through and including the Optional Termination Date and 0.69%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-7 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-7, 1.10% in the case of each
      Distribution Date through and including the Optional Termination Date and 1.60%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-8 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-8, 2.00% in the case of each
      Distribution Date through and including the Optional Termination Date and 2.50%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-9 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-9, 2.50% in the case of each
      Distribution Date through and including the Optional Termination Date and 3.00%
      in the case of each Distribution Date thereafter.

     

    With
      respect to the Class M-10 Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest M-10, 2.50% in the case of each
      Distribution Date through and including the Optional Termination Date and 3.00%
      in the case of each Distribution Date thereafter.

     

    “Certificateholder”
      or “Holder”: The Person in whose name a Certificate is registered in the
      Certificate Register, except that a Disqualified Organization or a Non-United
      States Person shall not be a Holder of a Residual Certificate for any purposes
      hereof, and solely for the purposes of giving any consent pursuant to this
      Agreement, any Certificate registered in the name of or beneficially owned
      by
      the Depositor, the Sponsor, the Servicer, the Master Servicer, the Securities
      Administrator, the Trustee or any Affiliate thereof shall be deemed not to
      be
      outstanding and the Voting Rights to which it is entitled shall not be taken
      into account in determining whether the requisite percentage of Voting Rights
      necessary to effect any such consent has been obtained, except as otherwise
      provided in Section 12.01 of this Agreement. The Trustee and the Securities
      Administrator may conclusively rely upon a certificate of the Depositor, the
      Sponsor, the Master Servicer, the Securities Administrator or the Servicer
      in
      determining whether a Certificate is held by an Affiliate thereof. All
      references herein to “Holders” or “Certificateholders” shall reflect the rights
      of Certificate Owners as they may indirectly exercise such rights through the
      Depository and participating members thereof, except as otherwise specified
      herein; provided, however, that the Trustee and the Securities Administrator
      shall be required to recognize as a “Holder” or “Certificateholder” only the
      Person in whose name a Certificate is registered in the Certificate
      Register.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

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

     

    “Certificate
      Principal Balance”: With respect to each Class A Certificate, Mezzanine
      Certificate or Class P Certificate as of any date of determination, the
      Certificate Principal Balance of such Certificate on the Distribution Date
      immediately prior to such date of determination plus any Subsequent Recoveries
      added to the Certificate Principal Balance of such Certificate (other than
      a
      Class P Certificate) pursuant to Section 5.04 of this Agreement, minus (i)
      all distributions allocable to principal made thereon and (ii) Realized Losses
      allocated thereto, if any, on such immediately prior Distribution Date (or,
      in
      the case of any date of determination up to and including the first Distribution
      Date, the initial Certificate Principal Balance of such Certificate, as stated
      on the face thereof). With respect to each Class CE Certificate as of any date
      of determination, an amount equal to the Percentage Interest evidenced by such
      Certificate times the excess, if any, of (A) the then aggregate Uncertificated
      Balances of the REMIC II Regular Interests over (B) the then aggregate
      Certificate Principal Balances of the Class A Certificates, the Mezzanine
      Certificates and the Class P Certificates then outstanding. The aggregate
      initial Certificate Principal Balance of each Class of Regular Certificates
      is
      set forth in the Preliminary Statement hereto.

     

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

     

    “Certification
      Parties”: Has the meaning set forth in Section 4.18 of this
      Agreement.

     

    “Certifying
      Person”: Has the meaning set forth in Section 4.18 of this
      Agreement.

     

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

     

    “Class
      A
      Certificate”: Any Class A-1, Class A-2A, Class A-2B, Class A-2C or Class A-2D
      Certificate.

     

    “Class
      A
      Principal Distribution Amount”: The Class A Principal Distribution Amount is an
      amount equal to the sum of: (i) the Class A-1 Principal Distribution Amount
      and
      (ii) the Class A-2 Principal Distribution Amount.

     

    “Class
      A-1 Allocation Percentage”: With respect to any Distribution Date is the
      percentage equivalent of a fraction, the numerator of which is (x) the Group
      I
      Principal Remittance Amount for such Distribution Date and the denominator
      of
      which is (y) the Principal Remittance Amount for such Distribution
      Date.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

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

     

    “Class
      A-1 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the Certificate Principal Balance of the Class A-1 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) 62.50% and (ii) the aggregate Stated Principal Balance of the
      Group I Mortgage Loans as of the last day of the related Due Period (after
      giving effect to scheduled payments of principal due during the related Due
      Period, to the extent received or advanced and unscheduled collections of
      principal received during the related Prepayment Period) and (B) the aggregate
      Stated Principal Balance of the Group I Mortgage Loans as of the last day of
      the
      related Due Period (after giving effect to scheduled payments of principal
      due
      during the related Due Period, to the extent received or advanced and
      unscheduled collections of principal received during the related Prepayment
      Period) minus the product of (i) 0.50% and (ii) the aggregate principal balance
      of the Group I Mortgage Loans as of the Cut-off Date.

     

    “Class
      A-2 Allocation Percentage”: With respect to any Distribution Date is the
      percentage equivalent of a fraction, the numerator of which is (x) the Group
      II
      Principal Remittance Amount for such Distribution Date and the denominator
      of
      which is (y) the Principal Remittance Amount for such Distribution
      Date.

     

    “Class
      A-2 Certificate”: Any Class A-2A, Class A-2B, Class A-2C or Class A-2D
      Certificate.

     

    “Class
      A-2 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of the Certificate Principal Balances of the Class A-2A,
      Class A-2B, Class A-2C and Class A-2D Certificates immediately prior to such
      Distribution Date over (y) the lesser of (A) the product of (i) 62.50% and
      (ii)
      the aggregate Stated Principal Balance of the Group II Mortgage Loans as of
      the
      last day of the related Due Period (after giving effect to scheduled payments
      of
      principal due during the related Due Period, to the extent received or advanced
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Group II Mortgage
      Loans as of the last day of the related Due Period (after giving effect to
      scheduled payments of principal due during the related Due Period, to the extent
      received or advanced and unscheduled collections of principal received during
      the related Prepayment Period) minus the product of (i) 0.50% and (ii) the
      aggregate principal balance of the Group II Mortgage Loans as of the Cut-off
      Date.

     

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

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    “Class
      CE
      Certificate”: Any one of the Class CE Certificates executed and authenticated by
      the Securities Administrator and delivered by the Trustee, substantially in
      the
      form annexed hereto as Exhibit A-4 and evidencing (i) a Regular Interest in
      REMIC III, (ii) beneficial ownership of the Reserve Fund and (iii) beneficial
      ownership of the Supplemental Interest Trust.

     

    “Class
      IO
      Distribution Amount”: As defined in Section 5.07(e) hereof. For
      purposes of clarity, the Class IO Distribution Amount for any Distribution
      Date
      shall equal the amount payable to the Supplemental Interest Trust on such
      Distribution Date in excess of the amount payable on the Class IO Interest
      on
      such Distribution Date, all as further provided in Section 5.07(e)
      hereof.

     

    “Class
      IO
      Interest”: An uncertificated interest in the Trust Fund held by the Trustee,
      evidencing a REMIC Regular Interest in REMIC III for purposes of the REMIC
      Provisions.

     

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

     

    “Class
      M-1/M-2/M-3 Principal Distribution Amount”: With respect to any Distribution
      Date on or after the Stepdown Date and on which a Trigger Event is not in
      effect, the excess of (x) the sum of (i) the aggregate Certificate Principal
      Balance of the Class A Certificates (after taking into account the payment
      of
      the Class A Principal Distribution Amount on such Distribution Date) and (ii)
      the sum of the Certificate Principal Balances of the Class M-1, Class M-2 and
      Class M-3 Certificates immediately prior to such Distribution Date over (y)
      the
      lesser of (A) the product of (i) 78.40% and (ii) the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced and unscheduled collections
      of
      principal received during the related Prepayment Period) and (B) the aggregate
      Stated Principal Balance of the Mortgage Loans as of the last day of the related
      Due Period (after giving effect to scheduled payments of principal due during
      the related Due Period, to the extent received or advanced and unscheduled
      collections of principal received during the related Prepayment Period) minus
      the product of (i) 0.50% and (ii) the aggregate principal balance of the
      Mortgage Loans as of the Cut-off Date.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    “Class
      M-4 Certificate”: Any one of the Class M-4 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-2 and evidencing (i)
      a
      Regular Interest in REMIC III, (ii) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      M-4 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates (after taking into account the payment of the Class A
      Principal Distribution Amount on such Distribution Date), (ii) the aggregate
      Certificate Principal Balance of the Class M-1, Class M-2 and Class M-3
      Certificates (after taking into account the payment of the Class M-1/M-2/M-3
      Principal Distribution Amount on such Distribution Date) and (iii) the
      Certificate Principal Balance of the Class M-4 Certificates immediately prior
      to
      such Distribution Date over (y) the lesser of (A) the product of (i) 81.60%
      and
      (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the
      last
      day of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced and unscheduled collections of principal received during the related
      Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

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

     

    “Class
      M-5 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates (after taking into account the payment of the Class A
      Principal Distribution Amount on such Distribution Date), (ii) the aggregate
      Certificate Principal Balance of the Class M-1, Class M-2 and Class M-3
      Certificates (after taking into account the payment of the Class M-1/M-2/M-3
      Principal Distribution Amount on such Distribution Date), (iii) the Certificate
      Principal Balance of the Class M-4 Certificates (after taking into account
      the
      payment of the Class M-4 Principal Distribution Amount on such Distribution
      Date) and (iv) the Certificate Principal Balance of the Class M-5 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) 84.80% and (ii) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced and unscheduled collections of principal received
      during the related Prepayment Period) and (B) the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced and unscheduled collections
      of
      principal received during the related Prepayment Period) minus the product
      of
      (i) 0.50% and (ii) the aggregate principal balance of the Mortgage Loans as
      of
      the Cut-off Date.

     

    “Class
      M-6 Certificate”: Any one of the Class M-6 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-2 and evidencing (i)
      a
      Regular Interest in REMIC III, (ii) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      M-6 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates (after taking into account the payment of the Class A
      Principal Distribution Amount on such Distribution Date), (ii) the aggregate
      Certificate Principal Balance of the Class M-1, Class M-2 and Class M-3
      Certificates (after taking into account the payment of the Class M-1/M-2/M-3
      Principal Distribution Amount on such Distribution Date), (iii) the Certificate
      Principal Balance of the Class M-4 Certificates (after taking into account
      the
      payment of the Class M-4 Principal Distribution Amount on such Distribution
      Date), (iv) the Certificate Principal Balance of the Class M-5 Certificates
      (after taking into account the payment of the Class M-5 Principal Distribution
      Amount on such Distribution Date) and (v) the Certificate Principal Balance
      of
      the Class M-6 Certificates immediately prior to such Distribution Date over
      (y)
      the lesser of (A) the product of (i) 87.80% and (ii) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced
      and unscheduled collections of principal received during the related Prepayment
      Period) minus the product of (i) 0.50% and (ii) the aggregate principal balance
      of the Mortgage Loans as of the Cut-off Date.

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

     

    “Class
      M-7 Certificate”: Any one of the Class M-7 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-2 and evidencing (i)
      a
      Regular Interest in REMIC III, (ii) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      M-7 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates (after taking into account the payment of the Class A
      Principal Distribution Amount on such Distribution Date), (ii) the aggregate
      Certificate Principal Balance of the Class M-1, Class M-2 and Class M-3
      Certificates (after taking into account the payment of the Class M-1/M-2/M-3
      Principal Distribution Amount on such Distribution Date), (iii) the Certificate
      Principal Balance of the Class M-4 Certificates (after taking into account
      the
      payment of the Class M-4 Principal Distribution Amount on such Distribution
      Date), (iv) the Certificate Principal Balance of the Class M-5 Certificates
      (after taking into account the payment of the Class M-5 Principal Distribution
      Amount on such Distribution Date), (v) the Certificate Principal Balance of
      the
      Class M-6 Certificates (after taking into account the payment of the Class
      M-6
      Principal Distribution Amount on such Distribution Date) and (vi) the
      Certificate Principal Balance of the Class M-7 Certificates immediately prior
      to
      such Distribution Date over (y) the lesser of (A) the product of (i) 90.50%
      and
      (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of the
      last
      day of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced and unscheduled collections of principal received during the related
      Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date.

     

    “Class
      M-8 Certificate”: Any one of the Class M-8 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-2 and evidencing (i)
      a
      Regular Interest in REMIC III, (ii) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      M-8 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates (after taking into account the payment of the Class A
      Principal Distribution Amount on such Distribution Date), (ii) the aggregate
      Certificate Principal Balance of the Class M-1, Class M-2 and Class M-3
      Certificates (after taking into account the payment of the Class M-1/M-2/M-3
      Principal Distribution Amount on such Distribution Date), (iii) the Certificate
      Principal Balance of the Class M-4 Certificates (after taking into account
      the
      payment of the Class M-4 Principal Distribution Amount on such Distribution
      Date), (iv) the Certificate Principal Balance of the Class M-5 Certificates
      (after taking into account the payment of the Class M-5 Principal Distribution
      Amount on such Distribution Date), (v) the Certificate Principal Balance of
      the
      Class M-6 Certificates (after taking into account the payment of the Class
      M-6
      Principal Distribution Amount on such Distribution Date), (vi) the Certificate
      Principal Balance of the Class M-7 Certificates (after taking into account
      the
      payment of the Class M-7 Principal Distribution Amount on such Distribution
      Date) and (vii) the Certificate Principal Balance of the Class M-8 Certificates
      immediately prior to such Distribution Date over (y) the lesser of (A) the
      product of (i) 92.00% and (ii) the aggregate Stated Principal Balance of the
      Mortgage Loans as of the last day of the related Due Period (after giving effect
      to scheduled payments of principal due during the related Due Period, to the
      extent received or advanced and unscheduled collections of principal received
      during the related Prepayment Period) and (B) the aggregate Stated Principal
      Balance of the Mortgage Loans as of the last day of the related Due Period
      (after giving effect to scheduled payments of principal due during the related
      Due Period, to the extent received or advanced and unscheduled collections
      of
      principal received during the related Prepayment Period) minus the product
      of
      (i) 0.50% and (ii) the aggregate principal balance of the Mortgage Loans as
      of
      the Cut-off Date.

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

     

    “Class
      M-9 Certificate”: Any one of the Class M-9 Certificates executed and
      authenticated by the Securities Administrator and delivered by the Trustee,
      substantially in the form annexed hereto as Exhibit A-2 and evidencing (i)
      a
      Regular Interest in REMIC III, (ii) the right to receive the related Net WAC
      Rate Carryover Amount and (iii) the obligation to pay any Class IO Distribution
      Amount.

     

    “Class
      M-9 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates (after taking into account the payment of the Class A
      Principal Distribution Amount on such Distribution Date), (ii) the aggregate
      Certificate Principal Balance of the Class M-1, Class M-2 and Class M-3
      Certificates (after taking into account the payment of the Class M-1/M-2/M-3
      Principal Distribution Amount on such Distribution Date), (iii) the Certificate
      Principal Balance of the Class M-4 Certificates (after taking into account
      the
      payment of the Class M-4 Principal Distribution Amount on such Distribution
      Date), (iv) the Certificate Principal Balance of the Class M-5 Certificates
      (after taking into account the payment of the Class M-5 Principal Distribution
      Amount on such Distribution Date), (v) the Certificate Principal Balance of
      the
      Class M-6 Certificates (after taking into account the payment of the Class
      M-6
      Principal Distribution Amount on such Distribution Date). (vi) the Certificate
      Principal Balance of the Class M-7 Certificates (after taking into account
      the
      payment of the Class M-7 Principal Distribution Amount on such Distribution
      Date), (vii) the Certificate Principal Balance of the Class M-8 Certificates
      (after taking into account the payment of the Class M-8 Principal Distribution
      Amount on such Distribution Date) and (viii) the Certificate Principal Balance
      of the Class M-9 Certificates immediately prior to such Distribution Date over
      (y) the lesser of (A) the product of (i) 93.50% and (ii) the aggregate Stated
      Principal Balance of the Mortgage Loans as of the last day of the related Due
      Period (after giving effect to scheduled payments of principal due during the
      related Due Period, to the extent received or advanced and unscheduled
      collections of principal received during the related Prepayment Period) and
      (B)
      the aggregate Stated Principal Balance of the Mortgage Loans as of the last
      day
      of the related Due Period (after giving effect to scheduled payments of
      principal due during the related Due Period, to the extent received or advanced
      and unscheduled collections of principal received during the related Prepayment
      Period) minus the product of (i) 0.50% and (ii) the aggregate principal balance
      of the Mortgage Loans as of the Cut-off Date.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

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

     

    “Class
      M-10 Principal Distribution Amount”: With respect to any Distribution Date on or
      after the Stepdown Date and on which a Trigger Event is not in effect, the
      excess of (x) the sum of (i) the aggregate Certificate Principal Balance of
      the
      Class A Certificates (after taking into account the payment of the Class A
      Principal Distribution Amount on such Distribution Date), (ii) the aggregate
      Certificate Principal Balance of the Class M-1, Class M-2 and Class M-3
      Certificates (after taking into account the payment of the Class M-1/M-2/M-3
      Principal Distribution Amount on such Distribution Date), (iii) the Certificate
      Principal Balance of the Class M-4 Certificates (after taking into account
      the
      payment of the Class M-4 Principal Distribution Amount on such Distribution
      Date), (iv) the Certificate Principal Balance of the Class M-5 Certificates
      (after taking into account the payment of the Class M-5 Principal Distribution
      Amount on such Distribution Date), (v) the Certificate Principal Balance of
      the
      Class M-6 Certificates (after taking into account the payment of the Class
      M-6
      Principal Distribution Amount on such Distribution Date). (vi) the Certificate
      Principal Balance of the Class M-7 Certificates (after taking into account
      the
      payment of the Class M-7 Principal Distribution Amount on such Distribution
      Date), (vii) the Certificate Principal Balance of the Class M-8 Certificates
      (after taking into account the payment of the Class M-8 Principal Distribution
      Amount on such Distribution Date), (viii) the Certificate Principal Balance
      of
      the Class M-9 Certificates (after taking into account the payment of the Class
      M-9 Principal Distribution Amount on such Distribution Date) and (ix) the
      Certificate Principal Balance of the Class M-10 Certificates immediately prior
      to such Distribution Date over (y) the lesser of (A) the product of (i) 95.50%
      and (ii) the aggregate Stated Principal Balance of the Mortgage Loans as of
      the
      last day of the related Due Period (after giving effect to scheduled payments
      of
      principal due during the related Due Period, to the extent received or advanced
      and unscheduled collections of principal received during the related Prepayment
      Period) and (B) the aggregate Stated Principal Balance of the Mortgage Loans
      as
      of the last day of the related Due Period (after giving effect to scheduled
      payments of principal due during the related Due Period, to the extent received
      or advanced and unscheduled collections of principal received during the related
      Prepayment Period) minus the product of (i) 0.50% and (ii) the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date.

     

    “Class
      P
      Certificate”: Any one of the Class P Certificates executed and authenticated by
      the Securities Administrator and delivered by the Trustee, substantially in
      the
      form annexed hereto as Exhibit A-4 and evidencing a Regular Interest in REMIC
      III for purposes of the REMIC Provisions.

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    “Class
      R
      Certificates”: Any one of the Class R Certificates executed and authenticated by
      the Securities Administrator and delivered by the Trustee, substantially in
      the
      form annexed hereto as Exhibit A-5, and evidencing the Class R-I Interest,
      the
      Class R-II Interest and the Class R-III Interest.

     

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

     

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

     

    “Class
      R-III Interest”: The uncertificated residual interest in REMIC III.

     

    “Closing
      Date”: January 29, 2007.

     

    “Code”:
      The Internal Revenue Code of 1986 as amended from time to time.

     

    “Collection
      Account”: The separate account or accounts created and maintained, or caused to
      be created and maintained, by the Servicer pursuant to Section 3.08(a) of
      this Agreement for the benefit of the Certificateholders, which shall be
      entitled “Countrywide Home Loans Servicing LP, as the Servicer for HSBC Bank
      USA, National Association as Trustee, in trust for the registered holders of
      ACE
      Securities Corp. Home Equity Loan Trust, Series 2007-WM1, Asset Backed
      Pass-Through Certificates”. The Collection Account must be an Eligible
      Account.

     

    “Commission”:
      The Securities and Exchange Commission.

     

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

     

    “Corporate
      Trust Office”: The principal corporate trust office of the Trustee or the
      Securities Administrator, as the case may be, at which, at any particular time,
      its corporate trust business in connection with this Agreement shall be
      administered, which office at the date of the execution of this instrument
      is
      located at (i) with respect to the Trustee, HSBC Bank USA, National Association,
      452 Fifth Avenue, New York, New York 10018, Attention: CLTA Structured
      Finance/ACE Securities Corp., 2007-WM1, or at such other address as the Trustee
      may designate from time to time by notice to the Certificateholders, the
      Depositor, the Master Servicer, the Securities Administrator and the Servicer
      and (ii) with respect to the Securities Administrator, (A) for purposes of
      Certificate transfers and surrender, Wells Fargo Bank, National Association,
      Sixth Street and Marquette Avenue, Minneapolis, Minnesota 55479, Attention:
      Corporate Trust (ACE 2007-WM1), and (B) for all other purposes, Wells Fargo
      Bank, National Association, P.O. Box 98, Columbia, Maryland 21046, Attention:
      Corporate Trust (ACE 2007-WM1) (or for overnight deliveries, at 9062 Old
      Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust (ACE
      2007-WM1)), or at such other address as the Securities Administrator may
      designate from time to time by notice to the Certificateholders, the Depositor,
      the Master Servicer, the Servicer and the Trustee.

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    “Corresponding
      Certificate”: With respect to each REMIC II Regular Interest, as
      follows:

     

    
      	
              REMIC
                II Regular Interest

            	 	
              Class

            
	
              REMIC
                II Regular Interest A-1

            	 	
              A-1

            
	
              REMIC
                II Regular Interest A-2A

            	 	
              A-2A

            
	
              REMIC
                II Regular Interest A-2B

            	 	
              A-2B

            
	
              REMIC
                II Regular Interest A-2C

            	 	
              A-2C

            
	
              REMIC
                II Regular Interest A-2D

            	 	
              A-2D

            
	
              REMIC
                II Regular Interest M-1

            	 	
              M-1

            
	
              REMIC
                II Regular Interest M-2

            	 	
              M-2

            
	
              REMIC
                II Regular Interest M-3

            	 	
              M-3

            
	
              REMIC
                II Regular Interest M-4

            	 	
              M-4

            
	
              REMIC
                II Regular Interest M-5

            	 	
              M-5

            
	
              REMIC
                II Regular Interest M-6

            	 	
              M-6

            
	
              REMIC
                II Regular Interest M-7

            	 	
              M-7

            
	
              REMIC
                II Regular Interest M-8

            	 	
              M-8

            
	
              REMIC
                II Regular Interest M-9

            	 	
              M-9

            
	
              REMIC
                II Regular Interest M-10

            	 	
              M-10

            
	
              REMIC
                II Regular Interest P

            	 	
              P

            


    

    


    “Countrywide”:
      Countrywide Home Loans Servicing LP or any successor thereto appointed hereunder
      in connection with the servicing and administration of the Mortgage
      Loans.

     

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

     

    “Credit
      Risk Management Agreements”: The agreements between the Credit Risk Manager and
      the Servicer and/or Master Servicer, each regarding the loss mitigation and
      advisory services to be provided by the Credit Risk Manager.

     

    “Credit
      Risk Management Fee”: The amount payable to the Credit Risk Manager on each
      Distribution Date as compensation for all services rendered by it in the
      exercise and performance of any and all powers and duties of the Credit Risk
      Manager under the Credit Risk Management Agreements, which amount shall equal
      one twelfth of the product of (i) the Credit Risk Management Fee Rate multiplied
      by (ii) the Stated Principal Balance of the Mortgage Loans and any related
      REO
      Properties as of the first day of the related Due Period.

     

    “Credit
      Risk Management Fee Rate”: 0.0135% per annum.

     

    “Credit
      Risk Manager”: Clayton Fixed Income Services Inc. (formerly known as The
      Murrayhill Company), a Colorado corporation, and its successors and
      assigns.

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

       

    

    “Custodial
      Agreement”: The Custodial Agreement dated as of January 1, 2007, among the
      Trustee, Wells Fargo and the Servicer, as may be amended or supplemented from
      time to time, or any other custodial agreement entered into after the date
      hereof with respect to any Mortgage Loan subject to this Agreement.

     

    “Custodian”:
      Wells Fargo or any other custodian appointed under any custodial agreement
      entered into after the date of this Agreement.

     

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

     

    “DBRS”:
      DBRS, Inc., or any successor in interest.

     

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

     

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

     

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

     

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

     

    “Delinquency
      Percentage”: As of the last day of the related Due Period, the percentage
      equivalent of a fraction, the numerator of which is the aggregate Stated
      Principal Balance of all Mortgage Loans that, as of the last day of the previous
      calendar month, are sixty (60) or more days delinquent, are in foreclosure,
      have
      been converted to REO Properties or have been discharged by reason of
      bankruptcy, and the denominator of which is the aggregate Stated Principal
      Balance of the Mortgage Loans and REO Properties as of the last day of the
      previous calendar month.

     

    “Depositor”:
      ACE Securities Corp., a Delaware corporation, or its successor in
      interest.

     

    “Depository”:
      The Depository Trust Company, or any successor Depository hereafter named.
      The
      nominee of the initial Depository, for purposes of registering those
      Certificates that are to be Book-Entry Certificates, is Cede & Co. The
      Depository shall at all times be a “clearing corporation” as defined in
      Section 8-102(3) of the Uniform Commercial Code of the State of New York
      and a “clearing agency” registered pursuant to the provisions of
      Section 17A of the Exchange Act.

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

       

    

    “Depository
      Institution”: Any depository institution or trust company, including the
      Trustee, that (a) is incorporated under the laws of the United States of America
      or any State thereof, (b) is subject to supervision and examination by federal
      or state banking authorities and (c) has outstanding unsecured commercial paper
      or other short-term unsecured debt obligations (or, in the case of a depository
      institution that is the principal subsidiary of a holding company, such holding
      company has unsecured commercial paper or other short-term unsecured debt
      obligations) that are rated at least A-1+ by S&P, F-1+ by Fitch and P-1 by
      Moody’s (or, if such Rating Agencies are no longer rating the Offered
      Certificates, comparable ratings by any other nationally recognized statistical
      rating agency then rating the Offered Certificates).

     

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

     

    “Determination
      Date”: With respect to each Distribution Date, the 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 18th day. The
      Determination Date for purposes of Article X hereof shall mean the
      15th
      day of
      the month or, if such 15th
      day is
      not a Business Day, the first Business Day following such 15th
      day.

     

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

     

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

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

       

    

    “Distribution
      Account”: The separate trust account or accounts created and maintained by the
      Securities Administrator pursuant to Section 3.08(b) of this Agreement in
      the name of the Securities Administrator for the benefit of the
      Certificateholders and designated “Wells Fargo Bank, National Association, in
      trust for registered holders of ACE Securities Corp. Home Equity Loan Trust,
      Series 2007-WM1”. Funds in the Distribution Account shall be held in trust for
      the Certificateholders for the uses and purposes set forth in this Agreement.
      The Distribution Account must be an Eligible Account.

     

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

     

    “Due
      Date”: With respect to each Distribution Date, the day of the month on which the
      Monthly Payment is due on a Mortgage Loan during the related Due Period,
      exclusive of any days of grace.

     

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

     

    “Eligible
      Account”: Any of (i) an account or accounts maintained with a Depository
      Institution, (ii) an account or accounts the deposits in which are fully insured
      by the FDIC, (iii) a trust account or accounts maintained with a federal
      depository institution or state chartered depository institution acting in
      its
      fiduciary capacity or (iv) an account or accounts acceptable to each Rating
      Agency as confirmed and approved in writing by each Rating Agency. Eligible
      Accounts may bear interest.

     

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

     

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

     

    “Excess
      Liquidation Proceeds”: To the extent that such amount is not required by law to
      be paid to the related Mortgagor, the amount, if any, by which Liquidation
      Proceeds with respect to a liquidated Mortgage Loan exceed the sum of (i) the
      outstanding principal balance of such Mortgage Loan and accrued but unpaid
      interest at the related Net Mortgage Rate through the last day of the month
      in
      which the related Liquidation Event occurs, plus (ii) related liquidation
      expenses or other amounts to which the Servicer is entitled to be reimbursed
      from Liquidation Proceeds with respect to such liquidated Mortgage Loan pursuant
      to Section 3.09 of this Agreement.

     

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

     

    “Extraordinary
      Trust Fund Expense”: Any amounts payable or reimbursable to the Trustee, the
      Master Servicer, the Securities Administrator, the Custodian or any director,
      officer, employee or agent of any such Person from the Trust Fund pursuant
      to
      the terms of this Agreement and any amounts payable from the Distribution
      Account in respect of taxes pursuant to Section 11.01(g)(v) of this
      Agreement.

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

       

    

    “Fannie
      Mae”: Fannie Mae, formerly known as the Federal National Mortgage Association,
      or any successor thereto.

     

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

     

    “Final
      Recovery Determination”: With respect to any defaulted Mortgage Loan or any REO
      Property (other than a Mortgage Loan or REO Property purchased by the
      originator, the Sponsor or the Master Servicer pursuant to or as contemplated
      by
      Section 2.03, 3.13(c) or Section 10.01 of this Agreement), a
      determination made by the Servicer that all Insurance Proceeds, Liquidation
      Proceeds and other payments or recoveries which the Servicer, in its reasonable
      good faith judgment, expects to be finally recoverable in respect thereof have
      been so recovered, which determination shall be evidenced by a certificate
      of a
      Servicing Officer of the Servicer delivered to the Master Servicer and
      maintained in its records.

     

    “Fitch”:
      Fitch Ratings or any successor in interest.

     

    “Form
      8-K
      Disclosure Information”: Either has the meaning set forth in
      Section 5.06(b) of this Agreement or with respect to the Servicer, shall be
      limited to the information set forth in Section 3.19(f)(i) and 3.19(g) of
      this Agreement.

     

    “Freddie
      Mac”: Freddie Mac, formerly known as the Federal Home Loan Mortgage Corporation,
      or any successor thereto.

     

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

     

    “Group
      I
      Allocation Percentage”: The aggregate principal balance of the Group I Mortgage
      Loans divided by the sum of the aggregate principal balance of the Group I
      Mortgage Loans and Group II Mortgage Loans.

     

    “Group
      I
      Cap Contract”: The Cap Contract, dated as of January 29, 2007, between the
      Trustee and the Cap Counterparty, including any schedule, confirmations, credit
      support annex or other credit support document relating thereto, and attached
      hereto as Exhibit J.

     

    “Group
      I
      Interest Remittance Amount”: With respect to any Distribution Date, that portion
      of the Available Distribution Amount for such Distribution Date that represents
      interest received or advanced on the Group I Mortgage Loans (net of the
      Administration Fees and any Prepayment Charges and after taking into account
      amounts payable or reimbursable to the Trustee, the Custodian, the Securities
      Administrator, the Credit Risk Manager, the Master Servicer or the Servicer
      pursuant to this Agreement or the Custodial Agreement with respect to the Group
      I Mortgage Loans).

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

       

    

    “Group
      I
      Mortgage Loans”: Those Mortgage Loans identified on the Mortgage Loan Schedule
      as Group I Mortgage Loans.

     

    “Group
      I
      Principal Distribution Amount”: With respect to any Distribution Date, the sum
      of (i) the principal portion of all Monthly Payments on the Group I Mortgage
      Loans due during the related Due Period, whether or not received on or prior
      to
      the related Determination Date; (ii) the principal portion of all proceeds
      received in respect of the repurchase of a Group I Mortgage Loan or, in the
      case
      of a substitution, certain amounts representing a principal adjustment, during
      the related Prepayment Period pursuant to or as contemplated by
      Section 2.03, Section 3.13(c) and Section 10.01 of this
      Agreement; (iii) the principal portion of all other unscheduled collections,
      including Insurance Proceeds, Liquidation Proceeds and all Principal Prepayments
      in full and in part, received during the related Prepayment Period, to the
      extent applied as recoveries of principal on the Group I Mortgage Loans, net
      in
      each case of payments or reimbursements to the Trustee, the Custodian, the
      Credit Risk Manager, the Master Servicer, the Securities Administrator or the
      Servicer and (iv) the Class A-1 Allocation Percentage of the amount of any
      Overcollateralization Increase Amount for such Distribution Date minus
      (v) the
      Class A-1 Allocation Percentage of the amount of any Overcollateralization
      Reduction Amount for such Distribution Date.

     

    “Group
      I
      Principal Remittance Amount”: With respect to any Distribution Date, the sum of
      (a) the amounts described in clauses (i) through (iii) of the definition of
      Group I Principal Distribution Amount.

     

    “Group
      II
      Allocation Percentage”: The aggregate principal balance of the Group II Mortgage
      Loans divided by the sum of the aggregate principal balance of the Group I
      Mortgage Loans and Group II Mortgage Loans.

     

    “Group
      II
      Cap Contract”: The Cap Contract, dated as of January 29, 2007, between the
      Trustee and the Cap Counterparty, including any schedule, confirmations, credit
      support annex or other credit support document relating thereto, and attached
      hereto as Exhibit J.

     

    “Group
      II
      Interest Remittance Amount”: With respect to any Distribution Date, that portion
      of the Available Distribution Amount for such Distribution Date that represents
      interest received or advanced on the Group II Mortgage Loans (net of the
      Administration Fees and any Prepayment Charges and after taking into account
      amounts payable or reimbursable to the Trustee, the Custodian, the Securities
      Administrator, the Credit Risk Manager, the Master Servicer or the Servicer
      pursuant to this Agreement or the Custodial Agreement with respect to the Group
      II Mortgage Loans).

     

    “Group
      II
      Mortgage Loans”: Those Mortgage Loans identified on the Mortgage Loan Schedule
      as Group II Mortgage Loans.

     

    “Group
      II
      Principal Distribution Amount”: With respect to any Distribution Date, the sum
      of (i) the principal portion of all Monthly Payments on the Group II Mortgage
      Loans due during the related Due Period, whether or not received on or prior
      to
      the related Determination Date; (ii) the principal portion of all proceeds
      received in respect of the repurchase of a Group II Mortgage Loan or, in the
      case of a substitution, certain amounts representing a principal adjustment,
      during the related Prepayment Period pursuant to or as contemplated by
      Section 2.03, Section 3.13(c) and Section 10.01 of this
      Agreement; (iii) the principal portion of all other unscheduled collections,
      including Insurance Proceeds, Liquidation Proceeds and all Principal Prepayments
      in full and in part, received during the related Prepayment Period, to the
      extent applied as recoveries of principal on the Group II Mortgage Loans, net
      in
      each case of payments or reimbursements to the Trustee, the Custodian, the
      Credit Risk Manager, the Master Servicer, the Securities Administrator or the
      Servicer and (iv) the Class A-2 Allocation Percentage of the amount of any
      Overcollateralization Increase Amount for such Distribution Date minus
      (v) the
      Class A-2 Allocation Percentage of the amount of any Overcollateralization
      Reduction Amount for such Distribution Date.

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

       

    

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

     

    “Independent”:
      When used with respect to any accountants, a Person who is “independent” within
      the meaning of Rule 2-01(B) of the Commission’s Regulation S-X. When used with
      respect to any specified Person, any such Person who (a) is in fact independent
      of the Depositor, the Master Servicer, the Securities Administrator, the
      Servicer, the Sponsor, the originator and their respective Affiliates, (b)
      does
      not have any direct financial interest in or any material indirect financial
      interest in the Depositor, the Master Servicer, the Securities Administrator,
      the Servicer, the Sponsor, the originator or any Affiliate thereof, (c) is
      not
      connected with the Depositor, the Master Servicer, the Securities Administrator,
      the Servicer, the Sponsor, the originator or any Affiliate thereof as an
      officer, employee, promoter, underwriter, trustee, partner, director or Person
      performing similar functions and (d) is not a member of the immediate family
      of
      a Person defined on clause (b) or (c) above.

     

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

     

    “Index”:
      As of any Adjustment Date, the index applicable to the determination of the
      Mortgage Rate on each Adjustable Rate Mortgage Loan will generally be (i) the
      average of the interbank offered rates for six-month United States dollar
      deposits in the London market as published in The Wall Street Journal and as
      most recently available either (a) as of the first Business Day 45 days prior
      to
      such Adjustment Date or (b) as of the first Business Day of the month preceding
      the month of such Adjustment Date, as specified in the related Mortgage Note
      and
      (ii) the weekly average yield on United States Treasury Securities adjusted
      to a
      constant maturity of one year, as published in the Federal Reserve Statistical
      Release H.15 (519) as most recently announced as of a date 45 days prior to
      that
      Adjustment Date.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

       

    

    “Institutional
      Accredited Investors”: As defined in Section 6.01(c).

     

    “Insurance
      Proceeds”: Proceeds of any title policy, hazard policy or other insurance
      policy, covering a Mortgage Loan or the related Mortgaged Property, to the
      extent such proceeds are not to be applied to the restoration of the related
      Mortgaged Property or released to the Mortgagor or a senior lienholder in
      accordance with Accepted Servicing Practices, subject to the terms and
      conditions of the related Mortgage Note and Mortgage.

     

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

     

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

     

    “Interest
      Determination Date”: With respect to the Class A Certificates, the Mezzanine
      Certificates, REMIC I Regular Interests and REMIC II Regular Interests (other
      than REMIC II Regular Interest P) and any Interest Accrual Period therefor,
      the
      second London Business Day preceding the commencement of such Interest Accrual
      Period.

     

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

     

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

     

    “Last
      Scheduled Distribution Date”: The Distribution Date occurring in November 2036,
      which is the Distribution Date immediately following the maturity date for
      the
      Mortgage Loan with the latest maturity date.

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

       

    

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

     

    “Liquidation
      Event”: With respect to any Mortgage Loan, any of the following events: (i) such
      Mortgage Loan is paid in full; (ii) a Final Recovery Determination is made
      as to
      such Mortgage Loan or (iii) such Mortgage Loan is removed from REMIC I by reason
      of its being purchased, sold or replaced pursuant to or as contemplated by
      Section 2.03, Section 3.13(c) or Section 10.01 of this Agreement.
      With respect to any REO Property, either of the following events: (i) a Final
      Recovery Determination is made as to such REO Property or (ii) such REO Property
      is removed from REMIC I by reason of its being purchased pursuant to
      Section 10.01 of this Agreement.

     

    “Liquidation
      Proceeds”: The amount (other than Insurance Proceeds, amounts received in
      respect of the rental of any REO Property prior to REO Disposition, or required
      to be released to a Mortgagor or a senior lienholder in accordance with
      applicable law or the terms of the related Mortgage Loan Documents) received
      by
      the Servicer in connection with (i) the taking of all or a part of a Mortgaged
      Property by exercise of the power of eminent domain or condemnation (other
      than
      amounts required to be released to the Mortgagor or a senior lienholder), (ii)
      the liquidation of a defaulted Mortgage Loan through a trustee’s sale,
      foreclosure sale or otherwise, (iii) the repurchase, substitution or sale of
      a
      Mortgage Loan or an REO Property pursuant to or as contemplated by
      Section 2.03, Section 3.13(c), Section 3.21 or Section 10.01
      of this Agreement or (iv) any Subsequent Recoveries. 

     

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

     

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

     

    “Loss
      Severity Percentage”: With respect to any Distribution Date, the percentage
      equivalent of a fraction, the numerator of which is the amount of Realized
      Losses incurred on a Mortgage Loan and the denominator of which is the principal
      balance of such Mortgage Loan immediately prior to the liquidation of such
      Mortgage Loan.

     

    “Marker
      Rate”: With respect to the Class CE Certificates and any Distribution Date, a
      per annum rate equal to two (2) times the weighted average of the REMIC II
      Remittance Rate for each of REMIC II Regular Interest A-1, REMIC II Regular
      Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-2C,
      REMIC II Regular Interest A-2D, REMIC II Regular Interest M-1, REMIC II Regular
      Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4,
      REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular
      Interest M-7, REMIC II Regular Interest M-8, REMIC II Regular Interest M-9,
      REMIC II Regular Interest M-10 and REMIC II Regular Interest ZZ, with the rate
      on each such REMIC II Regular Interest (other than REMIC II Regular Interest
      ZZ)
      subject to a cap equal to the lesser of (i) the related One-Month LIBOR
      Pass-Through Rate and (ii) the related Net WAC Pass-Through Rate for the
      Corresponding Certificate for the purpose of this calculation for such
      Distribution Date and with the rate on REMIC II Regular Interest ZZ subject
      to a
      cap of zero for the purpose of this calculation; provided however, each such
      cap
      for each REMIC II Regular Interest shall be multiplied by a fraction the
      numerator of which is the actual number of days in the related Interest Accrual
      Period and the denominator of which is 30.

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

       

    

    “Master
      Servicer”: As of the Closing Date, Wells Fargo Bank, National Association and
      thereafter, its respective successors in interest who meet the qualifications
      of
      this Agreement. The Master Servicer and the Securities Administrator shall
      at
      all times be the same Person or an Affiliate.

     

    “Master
      Servicer Event of Default”: One or more of the events described in
      Section 8.01(b) of this Agreement.

     

    “Master
      Servicing Fee”: With respect to each Mortgage Loan and for any calendar month,
      an amount equal to one-twelfth of the product of the Master Servicing Fee Rate
      multiplied by the Scheduled Principal Balance of the Mortgage Loans as of the
      Due Date in the preceding calendar month.

     

    “Master
      Servicing Fee Rate”: 0.0040% per annum.

     

    “Maximum
      ZZ Uncertificated Interest Deferral Amount”: With respect to any Distribution
      Date, the excess of (i) accrued interest at the REMIC II Remittance Rate
      applicable to REMIC II Regular Interest ZZ for such Distribution Date on a
      balance equal to the Uncertificated Balance of REMIC II Regular Interest ZZ
      minus the REMIC II Overcollateralization Amount, in each case for such
      Distribution Date, over (ii) Uncertificated Interest on REMIC II Regular
      Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular Interest A-2B,
      REMIC II Regular Interest A-2C, REMIC II Regular Interest A-2D, REMIC II Regular
      Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3,
      REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular
      Interest M-6, REMIC II Regular Interest M-7, REMIC II Regular Interest M-8,
      REMIC II Regular Interest M-9 and REMIC II Regular Interest M-10 for such
      Distribution Date, with the rate on each such REMIC II Regular Interest subject
      to a cap equal to the lesser of (i) the related One-Month LIBOR Pass-Through
      Rate and (ii) the related Net WAC Pass-Through Rate for the Corresponding
      Certificate for the purpose of this calculation for such Distribution Date;
      provided however, each such cap for each REMIC II Regular Interest shall be
      multiplied by a fraction the numerator of which is the actual number of days
      in
      the related Interest Accrual Period and the denominator of which is
      30.

     

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

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

       

    

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

     

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

     

    “Mezzanine
      Certificate”: Any Class M-1, Class M-2, Class M-3, Class M-4, Class M-5, Class
      M-6, Class M-7, Class M-8, Class M-9 or Class M-10 Certificate.

     

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

     

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

     

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

     

    “Monthly
      Payment”: With respect to any Mortgage Loan, the scheduled monthly payment of
      principal and interest on such Mortgage Loan which is payable by the related
      Mortgagor from time to time under the related Mortgage Note, determined: (a)
      after giving effect to (i) any Deficient Valuation and/or Debt Service Reduction
      with respect to such Mortgage Loan and (ii) any reduction in the amount of
      interest collectible from the related Mortgagor pursuant to the Relief Act
      or
      similar state or local laws; (b) without giving effect to any extension granted
      or agreed to by the Servicer pursuant to Section 3.01 of this Agreement;
      and (c) on the assumption that all other amounts, if any, due under such
      Mortgage Loan are paid when due.

     

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

     

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

     

    “Mortgage
      File”: The Mortgage Loan Documents pertaining to a particular Mortgage
      Loan.

     

    “Mortgage
      Loan”: Each mortgage loan transferred and assigned to the Trustee and the
      Mortgage Loan Documents for which have been delivered to the Custodian pursuant
      to Section 2.01 of this Agreement and pursuant to the Custodial Agreement,
      as held from time to time as a part of the Trust Fund, the Mortgage Loans so
      held being identified in the Mortgage Loan Schedule. 

     

    “Mortgage
      Loan Documents”: The documents evidencing or relating to each Mortgage Loan
      delivered to the Custodian under the Custodial Agreement on behalf of the
      Trustee.

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

       

    

    “Mortgage
      Loan Purchase Agreement”: Shall mean the Mortgage Loan Purchase Agreement dated
      as of January 29, 2007, between the Depositor and the Sponsor a copy of which
      is
      attached hereto as Exhibit
      F.

     

    “Mortgage
      Loan Schedule”: As of any date, the list of Mortgage Loans included in REMIC I
      on such date, separately identifying the Group I Mortgage Loans and the Group
      II
      Mortgage Loans, attached hereto as Schedule 1.
      The
      Depositor shall deliver or cause the delivery of the initial Mortgage Loan
      Schedule to the Servicer, the Master Servicer, the Custodian and the Trustee
      on
      the Closing Date. The Mortgage Loan Schedule shall set forth the following
      information with respect to each Mortgage Loan:

     

    (i) the
      Mortgage Loan identifying number;

     

    (ii) the
      Mortgagor’s first and last name;

     

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

     

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

     

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

     

    (vi) the
      original months to maturity;

     

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

     

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

     

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

     

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

     

    (xi) the
      stated maturity date;

     

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

     

    (xiii) the
      amount of the Monthly Payment as of the Cut-off Date;

     

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

     

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

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

       

    

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

     

    (xvii) with
      respect to each Adjustable Rate Mortgage Loan, the first Adjustment
      Date;

     

    (xviii) with
      respect to each Adjustable Rate Mortgage Loan, the Gross Margin;

     

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

     

    (xx) with
      respect to each Adjustable Rate Mortgage Loan, the Maximum Mortgage Rate under
      the terms of the Mortgage Note;

     

    (xxi) with
      respect to each Adjustable Rate Mortgage Loan, the Minimum Mortgage Rate under
      the terms of the Mortgage Note;

     

    (xxii) the
      Mortgage Rate at origination;

     

    (xxiii) with
      respect to each Adjustable Rate Mortgage Loan, the Periodic Rate
      Cap;

     

    (xxiv) with
      respect to each Adjustable Rate Mortgage Loan, the first Adjustment Date
      immediately following the Cut-off Date;

     

    (xxv) with
      respect to each Adjustable Rate Mortgage Loan, the Index;

     

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

     

    (xxvii) a
      code
      indicating whether the Mortgage Loan is an Adjustable Rate Mortgage Loan or
      a
      fixed rate Mortgage Loan;

     

    (xxviii) 
      a code
      indicating the documentation style (i.e., full, stated or limited);

     

    (xxix) a
      code
      indicating if the Mortgage Loan is subject to a primary insurance policy or
      lender paid mortgage insurance policy and the name of the insurer and, if
      applicable, the rate payable in connection therewith;

     

    (xxx) the
      Appraised Value of the Mortgaged Property;

     

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

     

    (xxxii) a
      code
      indicating whether the Mortgage Loan is subject to a Prepayment Charge, the
      term
      of such Prepayment Charge and the amount of such Prepayment Charge;

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

       

    

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

     

    (xxxiv) the
      Mortgagor’s debt to income ratio; 

     

    (xxxv) the
      FICO
      score at origination; 

     

    (xxxvi) with
      respect to each Mortgage Loan registered on MERS, the MIN;

     

    (xxxvii) a
      code
      indicating whether the Mortgage Loan is secured by a first or second lien;
      

     

    (xxxviii) the
      Servicer; and

     

    (xxxix) the
      Custodian.

     

    The
      Mortgage Loan Schedule shall set forth the following information with respect
      to
      the Mortgage Loans in the aggregate as of the Cut-off Date: (1) the number
      of
      Mortgage Loans; (2) the current principal balance of the Mortgage Loans; (3)
      the
      weighted average Mortgage Rate of the Mortgage Loans; and (4) the weighted
      average maturity of the Mortgage Loans. The Mortgage Loan Schedule shall be
      amended from time to time by the Depositor in accordance with the provisions
      of
      this Agreement. With respect to any Qualified Substitute Mortgage Loan, the
      Cut-off Date shall refer to the related Cut-off Date for such Mortgage Loan,
      determined in accordance with the definition of Cut-off Date
      herein.

     

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

     

    “Mortgage
      Rate”: With respect to each Mortgage Loan, the annual rate at which interest
      accrues on such Mortgage Loan from time to time in accordance with the
      provisions of the related Mortgage Note, which rate with respect to each
      Adjustable Rate Mortgage Loan (A) as of any date of determination until the
      first Adjustment Date following the Cut-off Date shall be the rate set forth
      in
      the Mortgage Loan Schedule as the Mortgage Rate in effect immediately following
      the Cut-off Date and (B) as of any date of determination thereafter shall be
      the
      rate as adjusted on the most recent Adjustment Date equal to the sum, rounded
      to
      the nearest 0.125% as provided in the Mortgage Note, of the Index, as most
      recently available as of a date prior to the Adjustment Date as set forth in
      the
      related Mortgage Note, plus the related Gross Margin; provided that the Mortgage
      Rate on such Adjustable Rate Mortgage Loan on any Adjustment Date shall never
      be
      more than the lesser of (i) the sum of the Mortgage Rate in effect immediately
      prior to the Adjustment Date plus the related Periodic Rate Cap, if any, and
      (ii) the related Maximum Mortgage Rate, and shall never be less than the greater
      of (i) the Mortgage Rate in effect immediately prior to the Adjustment Date
      less
      the Periodic Rate Cap, if any, and (ii) the related Minimum Mortgage Rate.
      With
      respect to each Mortgage Loan that becomes an REO Property, as of any date
      of
      determination, the annual rate determined in accordance with the immediately
      preceding sentence as of the date such Mortgage Loan became an REO
      Property.

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

       

    

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

     

    “Mortgagor”:
      The obligor on a Mortgage Note.

     

    “Net
      Monthly Excess Cashflow”: With respect to any Distribution Date, the sum of (i)
      any Overcollateralization Reduction Amount for such Distribution Date and (ii)
      the excess of (x) the Available Distribution Amount for such Distribution Date
      over (y) the sum for such Distribution Date of (A) the aggregate Senior Interest
      Distribution Amounts payable to the Holders of the Class A Certificates, (B)
      the
      aggregate Interest Distribution Amounts payable to the holders of the Mezzanine
      Certificates, (C) the Principal Remittance Amount and (D) any Net Swap Payment
      or Swap Termination Payment (not caused by the occurrence of a Swap Provider
      Trigger Event) owed to the Swap Provider (to the extent such amount has not
      been
      paid by the Securities Administrator from any upfront payment received pursuant
      to any related replacement interest rate swap agreement that may be entered
      into
      by the Trustee on behalf of the Supplemental Interest Trust).

     

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

     

    “Net
      Swap
      Payment”: With respect to each Distribution Date, the net payment required to be
      made pursuant to the terms of the Swap Agreement by either the Swap Provider
      or
      the Securities Administrator from the Supplemental Interest Trust, which net
      payment shall not take into account any Swap Termination Payment.

     

    “Net
      WAC
      Pass-Through Rate”: With respect to the Class A-1 Certificates and any
      Distribution Date, a rate per annum (adjusted for the actual number of days
      elapsed in the related Interest Accrual Period) equal to the product of (i)
      twelve and (ii) a fraction, expressed as a percentage, the numerator of which
      is
      the amount of interest which accrued on the Group I Mortgage Loans
      during
      the
      related Due Period minus the fees payable to the Servicer, the Master Servicer
      and the Credit Risk Manager with respect to the Group I Mortgage Loans for
      such
      Distribution Date and the Group I Allocation Percentage of any Net Swap Payment
      payable to the Swap Provider and Swap Termination Payment payable to the Swap
      Provider which was not caused by the occurrence of a Swap Provider Trigger
      Event
      (to the extent such amount has not been paid by the Securities Administrator
      from any upfront payment received pursuant to any related replacement interest
      rate swap agreement that may be entered into by the Trustee on behalf of the
      Supplemental Interest Trust), in each case for such Distribution Date and the
      denominator of which is the aggregate principal balance of the Group I Mortgage
      Loans as of the last day of the immediately preceding Due Period (or as of the
      Cut-off Date with respect to the first Distribution Date) after giving effect
      to
      Principal Prepayments received during the related Prepayment Period which were
      distributed on the immediately preceding Distribution Date. For federal income
      tax purposes, such rate shall be a rate per annum (adjusted for the actual
      number of days elapsed in the related Interest Accrual Period) equal to the
      weighted average of the REMIC II Remittance Rate on REMIC II Regular Interest
      I-GRP, weighted on the basis of the Uncertificated Balance of such REMIC II
      Regular Interest.

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

       

    

    With
      respect to the Class A-2 Certificates and any Distribution Date, a rate per
      annum (adjusted for the actual number of days elapsed in the related Interest
      Accrual Period) equal to the product of (i) twelve and (ii) a fraction,
      expressed as a percentage, the numerator of which is the amount of interest
      which accrued on the Group II Mortgage Loans during the related Due Period
      minus
      the fees payable to the Servicer, the Master Servicer and the Credit Risk
      Manager with respect to the Group II Mortgage Loans for such Distribution Date
      and the Group II Allocation Percentage of any Net Swap Payment payable to the
      Swap Provider and Swap Termination Payment payable to the Swap Provider which
      was not caused by the occurrence of a Swap Provider Trigger Event (to the extent
      such amount has not been paid by the Securities Administrator from any upfront
      payment received pursuant to any related replacement interest rate swap
      agreement that may be entered into by the Trustee on behalf of the Supplemental
      Interest Trust), in each case for such Distribution Date and the denominator
      of
      which is the aggregate principal balance of the Group II Mortgage Loans as
      of
      the last day of the immediately preceding Due Period (or as of the Cut-off
      Date
      with respect to the first Distribution Date) after giving effect to Principal
      Prepayments received during the related Prepayment Period which were distributed
      on the immediately preceding Distribution Date. For federal income tax purposes,
      such rate shall be a rate per annum (adjusted for the actual number of days
      elapsed in the related Interest Accrual Period) equal to the weighted average
      of
      the REMIC II Remittance Rate on REMIC II Regular Interest II-GRP, weighted
      on
      the basis of the Uncertificated Balance of such REMIC II Regular
      Interest.

     

    With
      respect to the Mezzanine Certificates and any Distribution Date a rate per
      annum
      equal to the weighted average (weighted in proportion to the results of
      subtracting from the Scheduled Principal Balance of each loan group, the
      aggregate Certificate Principal Balance of the related Class A Certificates),
      of
      (i) the Net WAC Pass-Through Rate for the Class A-1 Certificates and (ii) the
      Net WAC Pass-Through Rate for the Class A-2 Certificates. For federal income
      tax
      purposes, such rate shall be a rate per annum (adjusted for the actual number
      of
      days elapsed in the related Interest Accrual Period) equal to the weighted
      average of the REMIC II Remittance Rates on (a) REMIC II Regular Interest I-SUB,
      subject to a cap and a floor equal to the REMIC II Remittance Rate on REMIC
      II
      Regular Interest I-GRP, and (b) REMIC II Regular Interest II-SUB, subject to
      a
      cap and a floor equal to the REMIC II Remittance Rate on REMIC II Regular
      Interest II-GRP, weighted on the basis of the Uncertificated Balance of each
      such REMIC II Regular Interest.

     

    “Net
      WAC
      Rate Carryover Amount”: With respect to any Class A Certificate or Mezzanine
      Certificate and any Distribution Date on which the Pass-Through Rate is limited
      to the applicable Net WAC Pass-Through Rate, an amount equal to the sum of
      (i)
      the excess of (x) the amount of interest such Class would have been entitled
      to
      receive on such Distribution Date if the applicable Net WAC Pass-Through Rate
      would not have been applicable to such Class on such Distribution Date over
      (y)
      the amount of interest paid to such Class on such Distribution Date at the
      applicable Net WAC Pass-Through Rate plus (ii) the related Net WAC Rate
      Carryover Amount for the previous Distribution Date not previously distributed
      to such Class together with interest thereon at a rate equal to the Pass-Through
      Rate for such Class for the most recently ended Interest Accrual Period without
      taking into account the applicable Net WAC Pass-Through Rate.

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

       

    

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

     

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

     

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

     

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

     

    “Notional
      Amount”: With respect to the Class CE Certificates and any Distribution Date,
      the Uncertificated Balance of the REMIC II Regular Interests (other than REMIC
      II Regular Interest P) for such Distribution Date. As of the Closing Date,
      the
      Notional Amount of the Class CE Certificates is equal to
      $853,364,163.40.

     

    “Offered
      Certificates”: The Class A, 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 M-10 Certificates,
      collectively.

     

    “Officer’s
      Certificate”: With respect to any Person, a certificate signed by the Chairman
      of the Board, the Vice Chairman of the Board, the President or a vice president
      (however denominated), or by the Treasurer, the Secretary, or one of the
      assistant treasurers or assistant secretaries of such Person (or, in the case
      of
      a Person that is not a corporation, signed by the person or persons having
      like
      responsibilities).

     

    “One-Month
      LIBOR”: With respect to the Class A Certificates, the Mezzanine Certificates,
      REMIC II Regular Interests (other than REMIC II Regular Interest P) and any
      Interest Accrual Period therefor, the rate determined by the Securities
      Administrator on the related Interest Determination Date on the basis of the
      offered rate for one-month U.S. dollar deposits, as such rate appears on
      Telerate Page 3750 as of 11:00 a.m. (London time) on such Interest Determination
      Date; provided that if such rate does not appear on Telerate Page 3750, the
      rate
      for such date will be determined on the basis of the offered rates of the
      Reference Banks for one-month U.S. dollar deposits, as of 11:00 a.m. (London
      time) on such Interest Determination Date. In such event, the Securities
      Administrator will request the principal London office of each of the Reference
      Banks to provide a quotation of its rate. If on such Interest Determination
      Date, two or more Reference Banks provide such offered quotations, One-Month
      LIBOR for the related Interest Accrual Period shall be the arithmetic mean
      of
      such offered quotations (rounded upwards if necessary to the nearest whole
      multiple of 1/16). If on such Interest Determination Date, fewer than two
      Reference Banks provide such offered quotations, One-Month LIBOR for the related
      Interest Accrual Period shall be the higher of (i) LIBOR as determined on the
      previous Interest Determination Date and (ii) the Reserve Interest Rate.
      Notwithstanding the foregoing, if, under the priorities described above, LIBOR
      for an Interest Determination Date would be based on LIBOR for the previous
      Interest Determination Date for the third consecutive Interest Determination
      Date, the Securities Administrator shall select an alternative comparable index
      (over which the Securities Administrator has no control), used for determining
      one-month Eurodollar lending rates that is calculated and published (or
      otherwise made available) by an independent party. The establishment of
      One-Month LIBOR by the Securities Administrator and the Securities
      Administrator’s subsequent calculation of the One-Month LIBOR Pass-Through Rates
      for the relevant Interest Accrual Period, shall, in the absence of manifest
      error, be final and binding.

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

       

    

    “One-Month
      LIBOR Pass-Through Rate”: With respect to the Class A-1 Certificates and, for
      purposes of the definition of “Marker Rate”, REMIC II Regular Interest A-1, a
      per annum rate equal to One-Month LIBOR plus the related Certificate
      Margin.

     

    With
      respect to the Class A-2A Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2A, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class A-2B Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2B, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class A-2C Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2C, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class A-2D Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest A-2D, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-1 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-1, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-2 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-2, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-3 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-3, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

       

    

    With
      respect to the Class M-4 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-4, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-5 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-5, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-6 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-6, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-7 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-7, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-8 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-8, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-9 Certificates and, for purposes of the definition of
      “Marker Rate”, REMIC II Regular Interest M-9, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

    With
      respect to the Class M-10 Certificates and, for purposes of the definition
      of
“Marker Rate”, REMIC II Regular Interest M-10, a per annum rate equal to
      One-Month LIBOR plus the related Certificate Margin.

     

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

     

    “Optional
      Termination Date”: The first Distribution Date on which the aggregate principal
      balance of the Mortgage Loans (and properties acquired in respect thereof)
      remaining in the Trust Fund as of the last day of the related Due Period has
      been reduced to less than or equal to 10% of the aggregate principal balance
      of
      the Mortgage Loans as of the Cut-off Date.

     

    “Overcollateralization
      Amount”: With respect to any Distribution Date, the excess, if any, of (a) the
      aggregate Stated Principal Balances of the Mortgage Loans and REO Properties
      immediately following such Distribution Date over (b) the sum of the aggregate
      Certificate Principal Balances of the Class A Certificates, the Mezzanine
      Certificates and the Class P Certificates as of such Distribution Date (after
      taking into account the payment of the Principal Remittance Amount on such
      Distribution Date).

     

    “Overcollateralization
      Increase Amount”: With respect to any Distribution Date, the amount of Net
      Monthly Excess Cashflow actually applied as an accelerated payment of principal
      to the Class A Certificates and the Mezzanine Certificates then entitled to
      distributions of principal to the extent the Required Overcollateralization
      Amount exceeds the Overcollateralization Amount.

     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

       

    

    “Overcollateralization
      Reduction Amount”: With respect to any Distribution Date, the lesser of (i) the
      amount by which the Overcollateralization Amount exceeds the Required
      Overcollateralization Amount and (ii) the Principal Remittance Amount; provided
      however that on any Distribution Date on which a Trigger Event is in effect,
      the
      Overcollateralization Reduction Amount shall equal zero.

     

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

     

    “P&I
      Advance”: As to any Mortgage Loan or REO Property, any advance made by the
      Servicer in respect of any Determination Date pursuant to Section 5.03 of
      this Agreement, an Advance Financing Person pursuant to Section 3.25 of
      this Agreement or in respect of any Distribution Date by a successor Servicer
      pursuant to Section 8.02 of this Agreement (which advances shall not
      include principal or interest shortfalls due to bankruptcy proceedings or
      application of the Relief Act or similar state or local laws).

     

    “Pass-Through
      Rate”: With respect to the Class A Certificates and the Mezzanine Certificates,
      and any Distribution Date, a rate per annum equal to the lesser of (i) the
      related One-Month LIBOR Pass-Through Rate for such Distribution Date and (ii)
      the related Net WAC Pass-Through Rate for such Distribution Date.

     

    With
      respect to the Class CE Certificates and any Distribution Date, a rate per
      annum
      equal to the percentage equivalent of a fraction, the numerator of which is
      the
      sum of the amounts calculated pursuant to clauses (i) through (xviii) below,
      and
      the denominator of which is the aggregate Uncertificated Balances of REMIC
      II
      Regular Interest AA, REMIC II Regular Interest A-1, REMIC II Regular Interest
      A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-2C, REMIC
      II
      Regular Interest A-2D, REMIC II Regular Interest M-1, REMIC II Regular Interest
      M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II
      Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest
      M-7, REMIC II Regular Interest M-8, REMIC II Regular Interest M-9, REMIC II
      Regular Interest M-10 and REMIC II Regular Interest ZZ. For purposes of
      calculating the Pass-Through Rate for the Class CE Certificates, the numerator
      is equal to the sum of the following components:

     

    (xl) the
      REMIC
      II Remittance Rate for REMIC II Regular Interest AA minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest AA;

     

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

     

    
      
        
        

      

      
        43

        
          

        

      

      
        
        

      

       

    

    (xlii) the
      REMIC
      II Remittance Rate for REMIC II Regular Interest A-2A minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest A-2A;

     

    (xliii) the
      REMIC
      II Remittance Rate for REMIC II Regular Interest A-2B minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest A-2B;

     

    (xliv) the
      REMIC
      II Remittance Rate for REMIC II Regular Interest A-2C minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest A-2C;

     

    (xlv) the
      REMIC
      II Remittance Rate for REMIC II Regular Interest A-2D minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest A-2D;

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (liii) the
      REMIC
      II Remittance Rate for REMIC II Regular Interest M-8 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest M-8;

     

    
      
        
        

      

      
        44

        
          

        

      

      
        
        

      

       

    

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

     

    (lv) the
      REMIC
      II Remittance Rate for REMIC II Regular Interest M-10 minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest M-10;

     

    (lvi) the
      REMIC
      II Remittance Rate for REMIC II Regular Interest ZZ minus the Marker Rate,
      applied to an amount equal to the Uncertificated Balance of REMIC II Regular
      Interest ZZ; and

     

    (lvii) 100%
      of
      the interest on REMIC II Regular Interest P.

     

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

     

    “PCAOB”:
      Means the Public Company Accounting Oversight Board.

     

    “Percentage
      Interest”: With respect to any Class of Certificates (other than the Residual
      Certificates), the undivided percentage ownership in such Class evidenced by
      such Certificate, expressed as a percentage, the numerator of which is the
      initial Certificate Principal Balance represented by such Certificate and the
      denominator of which is the aggregate initial Certificate Principal Balance
      or
      Notional Amount of all of the Certificates of such Class. The Class A
      Certificates and the Mezzanine Certificates are issuable only in minimum
      Percentage Interests corresponding to minimum initial Certificate Principal
      Balances of $25,000 and integral multiples of $1.00 in excess thereof. The
      Class
      P Certificates are issuable only in Percentage Interests corresponding to
      initial Certificate Principal Balances of $20 and integral multiples thereof.
      The Class CE Certificates are issuable only in minimum Percentage Interests
      corresponding to minimum initial Notional Balances of $10,000 and integral
      multiples of $1.00 in excess thereof; provided, however, that a single
      Certificate of each such Class of Certificates may be issued having a Percentage
      Interest corresponding to the remainder of the aggregate initial Notional
      Balance of such Class or to an otherwise authorized denomination for such Class
      plus such remainder. With respect to any Residual Certificate, the undivided
      percentage ownership in such Class evidenced by such Certificate, as set forth
      on the face of such Certificate. The Residual Certificates are issuable in
      Percentage Interests of 20% and integral multiples of 5% in excess
      thereof.

     

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

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

       

    

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

     

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

     

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

     

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

     

    (lxi) securities
      bearing interest or sold at a discount that are issued by any corporation
      incorporated under the laws of the United States of America or any state thereof
      and that are rated by each Rating Agency that rates such securities in its
      highest long-term unsecured rating categories at the time of such investment
      or
      contractual commitment providing for such investment;

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

       

    

    (lxii) commercial
      paper (including both non-interest-bearing discount obligations and
      interest-bearing obligations payable on demand or on a specified date not more
      than 30 days after the date of acquisition thereof) that is rated by each Rating
      Agency that rates such securities in its highest short-term unsecured debt
      rating available at the time of such investment;

     

    (lxiii) units
      of
      money market funds that have been rated “AAA” by “AAAm” or “AAAm-G” by S&P
      or “Aaa” by Moody’s including any such money market fund managed or advised by
      the Master Servicer, the Trustee or any of their Affiliates; and

     

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

     

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

     

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

     

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

     

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

     

    “Prepayment
      Assumption”: A prepayment rate for (a) the Adjustable Rate Mortgage Loans of
      100% PPC, which represents (i) a per annum prepayment rate of 5% of the then
      outstanding principal balance of the Adjustable Rate Mortgage Loans in the
      first
      month of the life of the Adjustable Rate Mortgage Loans, (ii) an additional
      2%
      per annum in each month thereafter through the eleventh month, (iii) building
      to
      a constant prepayment rate of 27% per annum beginning in the twelfth month
      and
      remaining constant until the twenty-third month, (iv) increasing to and
      remaining constant at a prepayment rate of 60% per annum beginning in the
      twenty-fourth month until the twenty-seventh month and (v) decreasing and
      remaining constant at a prepayment rate of 30% per annum from the twenty-eighth
      month and thereafter; provided, however, the prepayment rate will not exceed
      85%
      per annum in any period for any percentage of PPC; and (b) the fixed-rate
      Mortgage Loans of 100% PPC, which represents (i) a per annum prepayment rate
      of
      4% of the then outstanding principal balance of the fixed rate Mortgage Loans
      in
      the first month of the life of such Mortgage Loans, (ii) an additional 1.72727%
      per annum in each month thereafter through the eleventh month and (iii) a
      constant prepayment rate of 23% per annum beginning in the twelfth month and
      in
      each month thereafter during the life of the fixed rate Mortgage Loans;
      provided, however, the prepayment rate will not exceed 85% per annum in any
      period for any percentage of PPC. The Prepayment Assumption is used solely
      for
      determining the accrual of original issue discount on the Certificates for
      federal income tax purposes.

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

       

    

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

     

    “Prepayment
      Charge Schedule”: As of any date, the list of Mortgage Loans providing for a
      Prepayment Charge included in the Trust Fund on such date, attached hereto
      as
Schedule 2
      (including the prepayment charge summary attached thereto). The Depositor shall
      deliver or cause the delivery of the Prepayment Charge Schedule to the Servicer,
      the Master Servicer and the Trustee on the Closing Date. The Prepayment Charge
      Schedule shall set forth the following information with respect to each
      Prepayment Charge:

     

    (lxv) the
      Mortgage Loan identifying number;

     

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

     

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

     

    (lxviii) the
      term
      of the related Prepayment Charge;

     

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

     

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

     

    “Prepayment
      Interest Excess”: With respect to each Mortgage Loan that was the subject of a
      Principal Prepayment in full during the portion of the related Prepayment Period
      occurring between the first day of the calendar month in which such Distribution
      Date occurs and the fifteenth (15th)
      day of
      the calendar month in which such Distribution Date occurs, an amount equal
      to
      interest (to the extent received) at the applicable Net Mortgage Rate on the
      amount of such Principal Prepayment for the number of days commencing on the
      first day of the calendar month in which such Distribution Date occurs and
      ending on the last date through which interest is collected from the related
      Mortgagor. The Servicer may withdraw such Prepayment Interest Excess from the
      Collection Account in accordance with Section 3.09(a)(x) of this Agreement.


     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

       

    

    “Prepayment
      Interest Shortfall”: With respect to any Distribution Date, for each such
      Mortgage Loan that was the subject of a Principal Prepayment in full or in
      part
      during the portion of the related Prepayment Period occurring between the first
      day of the related Prepayment Period and the last day of the calendar month
      preceding the month in which such Distribution Date occurs that was applied
      by
      the Servicer to reduce the outstanding principal balance of such Mortgage Loan
      on a date preceding the Due Date in the succeeding Prepayment Period, an amount
      equal to interest at the applicable Net Mortgage Rate on the amount of such
      Principal Prepayment for the number of days commencing on the date on which
      the
      prepayment is applied and ending on the last day of the calendar month preceding
      such Distribution Date. The obligations of the Servicer and the Master Servicer
      in respect of any Prepayment Interest Shortfall are set forth in
      Section 3.22 and Section 4.19, respectively of this Agreement.


     

    “Prepayment
      Period”: For any Distribution Date, the period beginning on the 16th day of the
      month preceding the month in which the related Distribution Date occurs (or
      with
      respect to the first Prepayment Period, the period commencing on the Cut-off
      Date) and ending on the 15th day of the month in which such Distribution Date
      occurs.

     

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

     

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

     

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

     

    “Purchase
      Price”: With respect to any Mortgage Loan or REO Property to be purchased
      pursuant to or as contemplated by Section 2.03, Section 3.13(c) or
      Section 10.01 of this Agreement, and as confirmed by a certification of a
      Servicing Officer of the Servicer to the Trustee, an amount equal to the sum
      of
      (i) 100% of the Stated Principal Balance thereof as of the date of purchase
      (or
      such other price as provided in Section 10.01 of this Agreement), (ii) in
      the case of (x) a Mortgage Loan, accrued interest on such Stated Principal
      Balance at the applicable Net Mortgage Rate in effect from time to time from
      the
      Due Date as to which interest was last covered by a payment by the Mortgagor
      or
      a P&I Advance by the Servicer, which payment or P&I Advance had as of
      the date of purchase been distributed pursuant to Section 5.01 of this
      Agreement, through the end of the calendar month in which the purchase is to
      be
      effected and (y) an REO Property, the sum of (1) accrued interest on such Stated
      Principal Balance at the applicable Net Mortgage Rate in effect from time to
      time from the Due Date as to which interest was last covered by a payment by
      the
      Mortgagor or a P&I Advance by the Servicer through the end of the calendar
      month immediately preceding the calendar month in which such REO Property was
      acquired, plus (2) REO Imputed Interest for such REO Property for each calendar
      month commencing with the calendar month in which such REO Property was acquired
      and ending with the calendar month in which such purchase is to be effected,
      net
      of the total of all net rental income, Insurance Proceeds, Liquidation Proceeds
      and P&I Advances that as of the date of purchase had been distributed as or
      to cover REO Imputed Interest pursuant to Section 5.01 of this Agreement,
      (iii) any unreimbursed Servicing Advances and P&I Advances (including
      Nonrecoverable P&I Advances and Nonrecoverable Servicing Advances) and any
      unpaid Servicing Fees allocable to such Mortgage Loan or REO Property and (iv)
      in the case of a Mortgage Loan required to be purchased pursuant to
      Section 2.03 of this Agreement, expenses reasonably incurred or to be
      incurred by the Servicer or the Trustee in respect of the breach or defect
      giving rise to the purchase obligation and any costs and damages incurred by
      the
      Trust Fund and the Trustee in connection with any violation by any such Mortgage
      Loan of any predatory or abusive lending law.

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

       

    

    “QIB”:
      As
      defined in Section 6.01(c).

     

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

     

    
      
        
        

      

      
        50

        
          

        

      

      
        
        

      

       

    

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

     

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

     

    “Realized
      Loss”: With respect to each Mortgage Loan as to which a Final Recovery
      Determination has been made, an amount (not less than zero), as reported by
      the
      Servicer to the Master Servicer (in substantially the form of Schedule 4
      hereto),
      equal to (i) the unpaid principal balance of such Mortgage Loan as of the
      commencement of the calendar month in which the Final Recovery Determination
      was
      made, plus (ii) accrued interest from the Due Date as to which interest was
      last
      paid by the Mortgagor through the end of the calendar month in which such Final
      Recovery Determination was made, calculated in the case of each calendar month
      during such period (A) at an annual rate equal to the annual rate at which
      interest was then accruing on such Mortgage Loan and (B) on a principal amount
      equal to the Stated Principal Balance of such Mortgage Loan as of the close
      of
      business on the Distribution Date during such calendar month, plus (iii) any
      amounts previously withdrawn from the Collection Account in respect of such
      Mortgage Loan pursuant to Section 3.09(a)(ix) and Section 3.13(b) of
      this Agreement, minus (iv) the proceeds, if any, received in respect of such
      Mortgage Loan during the calendar month in which such Final Recovery
      Determination was made, net of amounts that are payable therefrom to the
      Servicer with respect to such Mortgage Loan pursuant to
      Section 3.09(a)(iii) of this Agreement.

     

    With
      respect to any REO Property as to which a Final Recovery Determination has
      been
      made, an amount (not less than zero) equal to (i) the unpaid principal balance
      of the related Mortgage Loan as of the date of acquisition of such REO Property
      on behalf of REMIC I, plus (ii) accrued interest from the Due Date as to which
      interest was last paid by the Mortgagor in respect of the related Mortgage
      Loan
      through the end of the calendar month immediately preceding the calendar month
      in which such REO Property was acquired, calculated in the case of each calendar
      month during such period (A) at an annual rate equal to the annual rate at
      which
      interest was then accruing on the related Mortgage Loan and (B) on a principal
      amount equal to the Stated Principal Balance of the related Mortgage Loan as
      of
      the close of business on the Distribution Date during such calendar month,
      plus
      (iii) REO Imputed Interest for such REO Property for each calendar month
      commencing with the calendar month in which such REO Property was acquired
      and
      ending with the calendar month in which such Final Recovery Determination was
      made, plus (iv) any amounts previously withdrawn from the Collection Account
      in
      respect of the related Mortgage Loan pursuant to Section 3.09(a)(ix) and
      Section 3.13(b) of this Agreement, minus (v) the aggregate of all P&I
      Advances and Servicing Advances (in the case of Servicing Advances, without
      duplication of amounts netted out of the rental income, Insurance Proceeds
      and
      Liquidation Proceeds described in clause (vi) below) made by the Servicer in
      respect of such REO Property or the related Mortgage Loan for which the Servicer
      has been or, in connection with such Final Recovery Determination, will be
      reimbursed pursuant to Section 3.21 of this Agreement out of rental income,
      Insurance Proceeds and Liquidation Proceeds received in respect of such REO
      Property, minus (vi) the total of all net rental income, Insurance Proceeds
      and
      Liquidation Proceeds received in respect of such REO Property that has been,
      or
      in connection with such Final Recovery Determination, will be transferred to
      the
      Distribution Account pursuant to Section 3.21 of this
      Agreement.

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

       

    

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

     

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

     

    To
      the
      extent the Servicer receives Subsequent Recoveries, with respect to any Mortgage
      Loan, the amount of Realized Loss with respect to that Mortgage Loan will be
      reduced to the extent such recoveries are applied to reduce the Certificate
      Principal Balance of any Class of Certificates on any Distribution
      Date.

     

    “Record
      Date”: With respect to each Distribution Date and the Class A Certificates and
      the Mezzanine Certificates, the Business Day immediately preceding such
      Distribution Date for so long as such Certificates are Book-Entry Certificates.
      With respect to each Distribution Date and any other Class of Certificates,
      including any Definitive Certificates, the last day of the calendar month
      immediately preceding the month in which such Distribution Date
      occurs.

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        52

        
          

        

      

      
        
        

      

       

    

    “Regulation
      AB”: Means Subpart 229.1100 - Asset Backed Securities (Regulation AB), 17 C.F.R.
      §§229.1100-229.1123, as such may be amended from time to time, and subject to
      such clarification and interpretation as have been provided by the Commission
      in
      the adopting release (Asset-Backed Securities, Securities Act Release No.
      33-8518, 70 Fed. Reg. 1,506, 1,531 (Jan. 7, 2005)) or by the staff of the
      Commission, or as may be provided by the Commission or its staff from time
      to
      time.

     

    “Regulation
      S Temporary Global Certificate”: As defined in Section 6.01(c).

     

    “Regulation
      S Permanent Global Certificate”: As defined in Section 6.01(c).

     

    “Release
      Date”: The fortieth (40th) day after the later of (i) commencement of the
      offering of the Class CE Certificates and (ii) the Closing Date.

     

    “Relevant
      Servicing Criteria”: Means the Servicing Criteria applicable to the various
      parties, as set forth on Exhibit
      E
      attached
      hereto. For clarification purposes, multiple parties can have responsibility
      for
      the same Relevant Servicing Criteria. With respect to a Servicing Function
      Participant engaged by the Master Servicer, the Securities Administrator, the
      Trustee or the Servicer, the term “Relevant Servicing Criteria” may refer to a
      portion of the Relevant Servicing Criteria applicable to such
      parties.

     

    “Relief
      Act”: The Servicemembers Civil Relief Act, as amended, or similar state or local
      laws.

     

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

     

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

     

    “REMIC
      I”: The segregated pool of assets subject hereto, constituting the primary trust
      created hereby and to be administered hereunder, with respect to which a REMIC
      election is to be made, consisting of: (i) such Mortgage Loans and Prepayment
      Charges as from time to time are subject to this Agreement, together with the
      Mortgage Files relating thereto, and together with all collections thereon
      and
      proceeds thereof; (ii) any REO Property, together with all collections thereon
      and proceeds thereof; (iii) the Trustee’s rights with respect to the Mortgage
      Loans under all insurance policies required to be maintained pursuant to this
      Agreement and any proceeds thereof; (iv) the Depositor’s rights under the
      Mortgage Loan Purchase Agreement (including any security interest created
      thereby), and (v) the Collection Account, the Distribution Account and any
      REO
      Account, and such assets that are deposited therein from time to time and any
      investments thereof, together with any and all income, proceeds and payments
      with respect thereto. Notwithstanding the foregoing, however, REMIC I
      specifically excludes (i) all payments and other collections of principal and
      interest due on the Mortgage Loans on or before the Cut-off Date and all
      Prepayment Charges payable in connection with Principal Prepayments made before
      the Cut-off Date; (ii) the Reserve Fund and any amounts on deposit therein
      from
      time to time and any proceeds thereof; (iii) the Swap Agreement; (iv) the Cap
      Contracts; and (v) the Supplemental Interest Trust.

     

    
      
        
        

      

      
        53

        
          

        

      

      
        
        

      

       

    

    “REMIC
      I
      Group I 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 II 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 Remittance 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
      I
      Remittance Rate”:
      With
      respect to REMIC I Regular Interest I, a per annum rate equal to the weighted
      average of the Net Mortgage Rates of the Group I Mortgage Loans. With respect
      to
      each REMIC I Group I Regular Interest ending with the designation “A”, a per
      annum rate equal to the weighted average of the Net Mortgage Rates of the Group
      I Mortgage Loans multiplied by 2, subject to a maximum rate of 9.6600%. With
      respect to each REMIC I Group I Regular Interest ending with the designation
      “B”, the greater of (x) a per annum rate equal to the excess, if any, of (i) 2
      multiplied by the weighted average of the Net Mortgage Rates of the Group I
      Mortgage Loans over (ii) 9.6600% and (y) 0.00%. With respect to REMIC I Regular
      Interest II, a per annum rate equal to the weighted average of the Net Mortgage
      Rates of the Group II Mortgage Loans. With respect to each REMIC I Group II
      Regular Interest ending with the designation “A”, a per annum rate equal to the
      weighted average of the Net Mortgage Rates of the Group II Mortgage Loans
      multiplied by 2, subject to a maximum rate of 9.6600%. With respect to each
      REMIC I Group II Regular Interest ending with the designation “B”, the greater
      of (x) a per annum rate equal to the excess, if any, of (i) 2 multiplied by
      the
      weighted average of the Net Mortgage Rates of the Group II Mortgage Loans over
      (ii) 9.6600% and (y) 0.00%. 

     

    “REMIC
      II”: The segregated pool of assets consisting of all of the REMIC I Regular
      Interests conveyed in trust to the Trustee, for the benefit of the REMIC II
      Regular Interests pursuant to Section 2.07, and all amounts deposited
      therein, with respect to which a separate REMIC election is to be
      made.

     

    “REMIC
      II
      Interest Loss Allocation Amount”: With respect to any Distribution Date, an
      amount equal to (a) the product of (i) 50% of the aggregate Stated Principal
      Balance of the Mortgage Loans and REO Properties then outstanding and (ii)
      the
      REMIC II Remittance Rate for REMIC II Regular Interest 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 Interest
      AA, REMIC II Regular Interest A-1, REMIC II Regular Interest A-2A, REMIC II
      Regular Interest A-2B, REMIC II Regular Interest A-2C, REMIC II Regular Interest
      A-2D, REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II
      Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest
      M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest M-7, REMIC II
      Regular Interest M-8, REMIC II Regular Interest M-9, REMIC II Regular Interest
      M-10, REMIC II Regular Interest ZZ and REMIC II Regular Interest P.

     

    
      
        
        

      

      
        54

        
          

        

      

      
        
        

      

       

    

    “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
      (other than REMIC II Regular Interest P) minus (ii) the aggregate of the
      Uncertificated Balances of REMIC II Regular Interest A-1, REMIC II Regular
      Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-2C,
      REMIC II Regular Interest A-2D, REMIC II Regular Interest M-1, REMIC II Regular
      Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4,
      REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular
      Interest M-7, REMIC II Regular Interest M-8, REMIC II Regular Interest M-9
      and
      REMIC II Regular Interest M-10, 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 (a) the product of (i) 50% of the aggregate Stated Principal
      Balance of the Mortgage Loans and REO Properties then outstanding and (ii)
      1
      minus a fraction, the numerator of which is two times the aggregate of the
      Uncertificated Balances of REMIC II Regular Interest A-1, REMIC II Regular
      Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-2C,
      REMIC II Regular Interest A-2D, REMIC II Regular Interest M-1, REMIC II Regular
      Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4,
      REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular
      Interest M-7, REMIC II Regular Interest M-8, REMIC II Regular Interest M-9
      and
      REMIC II Regular Interest M-10 and the denominator of which is the aggregate
      of
      the Uncertificated Balances of REMIC II Regular Interest A-1, REMIC II Regular
      Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-2C,
      REMIC II Regular Interest A-2D, REMIC II Regular Interest M-1, REMIC II Regular
      Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4,
      REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular
      Interest M-7, REMIC II Regular Interest M-8, REMIC II Regular Interest M-9,
      REMIC II Regular Interest M-10 and REMIC II Regular Interest ZZ.

     

    “REMIC
      II
      Regular Interest”: Any of the separate non-certificated beneficial ownership
      interests in REMIC II issued hereunder and designated as a “regular interest” in
      REMIC II. Each REMIC II Regular Interest shall accrue interest at the related
      REMIC II Remittance 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. The designations for the respective REMIC II
      Regular Interests are set forth in the Preliminary Statement
      hereto.

     

    “REMIC
      II
      Regular Interest 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 AA shall accrue interest at the related
      REMIC II Remittance 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.

     

    
      
        
        

      

      
        55

        
          

        

      

      
        
        

      

       

    

    “REMIC
      II
      Regular Interest A-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 A-1 shall accrue interest at the related
      REMIC II Remittance 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 A-2A”: 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 A-2A shall accrue interest
      at
      the related REMIC II Remittance 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 A-2B”: 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 A-2B shall accrue interest
      at
      the related REMIC II Remittance 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 A-2C”: 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 A-2C shall accrue interest
      at
      the related REMIC II Remittance 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 A-2D”: 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 A-2D shall accrue interest
      at
      the related REMIC II Remittance 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 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 IO shall accrue interest at the related
      REMIC II Remittance Rate in effect from time to time and shall not be entitled
      to distributions of principal. 

     

    “REMIC
      II
      Regular Interest 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 M-1 shall accrue interest at the related
      REMIC II Remittance 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.

     

    
      
        
        

      

      
        56

        
          

        

      

      
        
        

      

    

     

    “REMIC
      II
      Regular Interest 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 M-2 shall accrue interest at the related
      REMIC II Remittance 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 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 M-3 shall accrue interest at the related
      REMIC II Remittance 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 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 M-4 shall accrue interest at the related
      REMIC II Remittance 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 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 M-5 shall accrue interest at the related
      REMIC II Remittance 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 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 M-6 shall accrue interest at the related
      REMIC II Remittance 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 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 M-7 shall accrue interest at the related
      REMIC II Remittance 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 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 M-8 shall accrue interest at the related
      REMIC II Remittance 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.

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

     

    “REMIC
      II
      Regular Interest 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 M-9 shall accrue interest at the related
      REMIC II Remittance 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 M-10”: 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 M-10 shall accrue interest
      at
      the related REMIC II Remittance 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 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 P shall accrue interest at the related
      REMIC
      II Remittance 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 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 XX shall accrue interest at the related
      REMIC II Remittance 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 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 ZZ shall accrue interest at the related
      REMIC II Remittance 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 I-SUB”: 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 I-SUB shall accrue interest
      at
      the related REMIC II Remittance 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 I-GRP”: 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 I-GRP shall accrue interest
      at
      the related REMIC II Remittance 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.

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

     

    “REMIC
      II
      Regular Interest II-SUB”: 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 II-SUB shall accrue interest
      at
      the related REMIC II Remittance 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 II-GRP”: 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 II-GRP shall accrue interest
      at
      the related REMIC II Remittance 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
      Remittance Rate”: With respect to REMIC II Regular Interest AA, REMIC II Regular
      Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular Interest A-2B,
      REMIC II Regular Interest A-2C, REMIC II Regular Interest A-2D, REMIC II Regular
      Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest M-3,
      REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II Regular
      Interest M-6, REMIC II Regular Interest M-7, REMIC II Regular Interest M-8,
      REMIC II Regular Interest M-9, REMIC II Regular Interest M-10, REMIC II Regular
      Interest P, REMIC II Regular Interest ZZ, REMIC II Regular Interest I-SUB,
      REMIC
      II Regular Interest II-SUB and REMIC II Regular Interest 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 and 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 each REMIC I Regular Interest 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 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 Balances of each such REMIC I Regular Interest
      for each such Distribution Date:

    


    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	 	 	 	 	 
	
              1st
                through 6th

            	 	
              I-1-A
                through I-54-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-54-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              7

            	 	
              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

            
	 	 	 	 	 
	
              8

            	 	
              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

            


    

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

    
      


      
        	
                Distribution
                  Date

              	 	
                REMIC
                  I Regular Interest

              	 	
                Rate

              


      

    

    
      	 	 	 	 	 
	
              9

            	 	
              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

            
	 	 	 	 	 
	
              10

            	 	
              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

            
	 	 	 	 	 
	
              11

            	 	
              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

            
	 	 	 	 	 
	
              12

            	 	
              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

            
	 	 	 	 	 
	
              13

            	 	
              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

            
	 	 	 	 	 
	
              14

            	 	
              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

            
	 	 	 	 	 
	
              15

            	 	
              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

            
	 	 	 	 	 
	
              16

            	 	
              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

            
	 	 	 	 	 
	
              17

            	 	
              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

            
	 	 	 	 	 
	
              18

            	 	
              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

            
	 	 	 	 	 
	
              19

            	 	
              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

            


    

     

    
      
        
        

      

      
        60

        
          

        

      

      
        
        

      

    

    
      


      
        	
                Distribution
                  Date

              	 	
                REMIC
                  I Regular Interest

              	 	
                Rate

              


      

    

    
      	 	 	 	 	 
	
              20

            	 	
              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

            
	 	 	 	 	 
	
              21

            	 	
              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

            
	 	 	 	 	 
	
              22

            	 	
              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

            
	 	 	 	 	 
	
              23

            	 	
              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

            
	 	 	 	 	 
	
              24

            	 	
              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

            
	 	 	 	 	 
	
              25

            	 	
              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

            
	 	 	 	 	 
	
              26

            	 	
              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

            
	 	 	 	 	 
	
              27

            	 	
              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

            
	 	 	 	 	 
	
              28

            	 	
              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

            
	 	 	 	 	 
	
              29

            	 	
              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

            
	 	 	 	 	 
	
              30

            	 	
              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

            


    

     

    
      
        
        

      

      
        61

        
          

        

      

      
        
        

      

    

    
      


      
        	
                Distribution
                  Date

              	 	
                REMIC
                  I Regular Interest

              	 	
                Rate

              


      

    

    
      	 	 	 	 	 
	
              31

            	 	
              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

            
	 	 	 	 	 
	
              32

            	 	
              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

            
	 	 	 	 	 
	
              33

            	 	
              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

            
	 	 	 	 	 
	
              34

            	 	
              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

            
	 	 	 	 	 
	
              35

            	 	
              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

            
	 	 	 	 	 
	
              36

            	 	
              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

            
	 	 	 	 	 
	
              37

            	 	
              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

            
	 	 	 	 	 
	
              38

            	 	
              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

            
	 	 	 	 	 
	
              39

            	 	
              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

            
	 	 	 	 	 
	
              40

            	 	
              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

            
	 	 	 	 	 
	
              41

            	 	
              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

            


    

     

    
      
        
        

      

      
        62

        
          

        

      

      
        
        

      

    

    
      


      
        	
                Distribution
                  Date

              	 	
                REMIC
                  I Regular Interest

              	 	
                Rate

              


      

    

    
      	 	 	 	 	 
	
              42

            	 	
              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

            
	 	 	 	 	 
	
              43

            	 	
              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

            
	 	 	 	 	 
	
              44

            	 	
              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

            
	 	 	 	 	 
	
              45

            	 	
              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

            
	 	 	 	 	 
	
              46

            	 	
              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

            
	 	 	 	 	 
	
              47

            	 	
              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

            
	 	 	 	 	 
	
              48

            	 	
              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-41-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-21-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              49

            	 	
              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

            
	 	 	 	 	 
	
              50

            	 	
              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

            
	 	 	 	 	 
	
              51

            	 	
              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

            
	 	 	 	 	 
	
              52

            	 	
              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

            


    

    
       

      
        
          
          

        

        
          63

          
            

          

        

        
          
          

        

      

       

      
        	
                Distribution
                  Date

              	 	
                REMIC
                  I Regular Interest

              	 	
                Rate

              


      

    

    
      	 	 	 	 	 
	
              53

            	 	
              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

            
	 	 	 	 	 
	
              54

            	 	
              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

            
	 	 	 	 	 
	
              55

            	 	
              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-48-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-48-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              56

            	 	
              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

            
	 	 	 	 	 
	
              57

            	 	
              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

            
	 	 	 	 	 
	
              58

            	 	
              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

            
	 	 	 	 	 
	
              59

            	 	
              I-53-A
                through I-54-A

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

            
	 	 	
              II-53-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-52-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	
              II-1-A
                through II-52-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              60

            	 	
              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 I-GRP, 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 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:

     

    
      
        
        

      

      
        64

        
          

        

      

      
        
        

      

    

     

    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              1st
                through 6th 

            	 	
              I-1-A
                through I-54-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              7

            	 	
              I-1-A
                through I-54-A

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

            
	 	 	 	 	 
	
              8

            	 	
              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

            
	 	 	 	 	 
	
              9

            	 	
              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

            
	 	 	 	 	 
	
              10

            	 	
              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

            
	 	 	 	 	 
	
              11

            	 	
              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

            
	 	 	 	 	 
	
              12

            	 	
              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

            
	 	 	 	 	 
	
              13

            	 	
              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

            
	 	 	 	 	 
	
              14

            	 	
              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

            
	 	 	 	 	 
	
              15

            	 	
              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

            
	 	 	 	 	 
	
              16

            	 	
              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

            
	 	 	 	 	 
	
              17

            	 	
              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

            
	 	 	 	 	 
	
              18

            	 	
              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

            
	 	 	 	 	 
	
              19

            	 	
              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

            
	 	 	 	 	 
	
              20

            	 	
              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

            


    

     

    
      
        
        

      

      
        65

        
          

        

      

      
        
        

      

    

     

    
      	
              Distribution
                Date

            	 	
              REMIC
                I Regular Interest

            	 	
              Rate

            
	
              21

            	 	
              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

            
	 	 	 	 	 
	
              22

            	 	
              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

            
	 	 	 	 	 
	
              23

            	 	
              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

            
	 	 	 	 	 
	
              24

            	 	
              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

            
	 	 	 	 	 
	
              25

            	 	
              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

            
	 	 	 	 	 
	
              26

            	 	
              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

            
	 	 	 	 	 
	
              27

            	 	
              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

            
	 	 	 	 	 
	
              28

            	 	
              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

            
	 	 	 	 	 
	
              29

            	 	
              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

            
	 	 	 	 	 
	
              30

            	 	
              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

            
	 	 	 	 	 
	
              31

            	 	
              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

            
	 	 	 	 	 
	
              32

            	 	
              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

            
	 	 	 	 	 
	
              33

            	 	
              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

            
	 	 	 	 	 
	
              34

            	 	
              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

            
	 	 	 	 	 
	
              35

            	 	
              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

            


    

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

     

    
      	
              Distribution
                Date

            	
               

            	
              REMIC
                I Regular Interest

            	
               

            	
              Rate

            
	
              36

            	 	
              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

            
	 	 	 	 	 
	
              37

            	 	
              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

            
	 	 	 	 	 
	
              38

            	 	
              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

            
	 	 	 	 	 
	
              39

            	 	
              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

            
	 	 	 	 	 
	
              40

            	 	
              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

            
	 	 	 	 	 
	
              41

            	 	
              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

            
	 	 	 	 	 
	
              42

            	 	
              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

            
	 	 	 	 	 
	
              43

            	 	
              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

            
	 	 	 	 	 
	
              44

            	 	
              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

            
	 	 	 	 	 
	
              45

            	 	
              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

            
	 	 	 	 	 
	
              46

            	 	
              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

            
	 	 	 	 	 
	
              47

            	 	
              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

            
	 	 	 	 	 
	
              48

            	 	
              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

            
	 	 	 	 	 
	
              59

            	 	
              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

            
	 	 	 	 	 
	
              50

            	 	
              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

            


    

     

    
      
        
        

      

      
        67

        
          

        

      

      
        
        

      

    

     

    
      	
              Distribution
                Date

            	
               

            	
              REMIC
                I Regular Interest

            	
               

            	
              Rate

            
	
              51

            	 	
              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

            
	 	 	 	 	 
	
              52

            	 	
              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

            
	 	 	 	 	 
	
              53

            	 	
              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

            
	 	 	 	 	 
	
              54

            	 	
              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

            
	 	 	 	 	 
	
              55

            	 	
              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

            
	 	 	 	 	 
	
              56

            	 	
              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

            
	 	 	 	 	 
	
              57

            	 	
              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

            
	 	 	 	 	 
	
              58

            	 	
              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

            
	 	 	 	 	 
	
              59

            	 	
              I-53-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-52-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              60

            	 	
              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

            


    

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

     

    With
      respect to REMIC II Regular Interest II-GRP, 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 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

            
	
              1st
                through 6th 

            	 	
              II-1-A
                through II-54-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              7

            	 	
              II-1-A
                through II-54-A

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

            
	 	 	 	 	 
	
              8

            	 	
              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

            
	 	 	 	 	 
	
              9

            	 	
              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

            
	 	 	 	 	 
	
              10

            	 	
              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

            
	 	 	 	 	 
	
              11

            	 	
              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

            
	 	 	 	 	 
	
              12

            	 	
              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

            
	 	 	 	 	 
	
              13

            	 	
              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

            
	 	 	 	 	 
	
              14

            	 	
              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

            
	 	 	 	 	 
	
              15

            	 	
              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

            
	 	 	 	 	 
	
              16

            	 	
              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

            
	 	 	 	 	 
	
              17

            	 	
              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

            
	 	 	 	 	 
	
              18

            	 	
              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

            
	 	 	 	 	 
	
              19

            	 	
              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

            
	 	 	 	 	 
	
              20

            	 	
              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

            
	 	 	 	 	 
	
              21

            	 	
              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

            


    

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

     

    
      	
              Distribution
                Date

            	
               

            	
              REMIC
                I Regular Interest

            	
               

            	
              Rate

            
	
              22

            	 	
              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

            
	 	 	 	 	 
	
              23

            	 	
              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

            
	 	 	 	 	 
	
              24

            	 	
              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

            
	 	 	 	 	 
	
              25

            	 	
              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

            
	 	 	 	 	 
	
              26

            	 	
              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

            
	 	 	 	 	 
	
              27

            	 	
              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

            
	 	 	 	 	 
	
              28

            	 	
              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

            
	 	 	 	 	 
	
              29

            	 	
              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

            
	 	 	 	 	 
	
              30

            	 	
              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

            
	 	 	 	 	 
	
              31

            	 	
              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

            
	 	 	 	 	 
	
              32

            	 	
              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

            
	 	 	 	 	 
	
              33

            	 	
              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

            
	 	 	 	 	 
	
              34

            	 	
              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

            
	 	 	 	 	 
	
              35

            	 	
              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

            
	 	 	 	 	 
	
              36

            	 	
              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

            


    

     

    
      
        
        

      

      
        70

        
          

        

      

      
        
        

      

    

     

    
      	
              Distribution
                Date

            	
               

            	
              REMIC
                I Regular Interest

            	
               

            	
              Rate

            
	
              37

            	 	
              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

            
	 	 	 	 	 
	
              38

            	 	
              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

            
	 	 	 	 	 
	
              39

            	 	
              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

            
	 	 	 	 	 
	
              40

            	 	
              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

            
	 	 	 	 	 
	
              41

            	 	
              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

            
	 	 	 	 	 
	
              42

            	 	
              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

            
	 	 	 	 	 
	
              43

            	 	
              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

            
	 	 	 	 	 
	
              44

            	 	
              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

            
	 	 	 	 	 
	
              45

            	 	
              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

            
	 	 	 	 	 
	
              46

            	 	
              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

            
	 	 	 	 	 
	
              47

            	 	
              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

            
	 	 	 	 	 
	
              48

            	 	
              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

            
	 	 	 	 	 
	
              59

            	 	
              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

            
	 	 	 	 	 
	
              50

            	 	
              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

            
	 	 	 	 	 
	
              51

            	 	
              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

            


    

     

    
      
        
        

      

      
        71

        
          

        

      

      
        
        

      

    

     

    
      	
              Distribution
                Date

            	
               

            	
              REMIC
                I Regular Interest

            	
               

            	
              Rate

            
	
              52

            	 	
              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

            
	 	 	 	 	 
	
              53

            	 	
              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

            
	 	 	 	 	 
	
              54

            	 	
              II-48-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-47-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              55

            	 	
              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

            
	 	 	 	 	 
	
              56

            	 	
              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

            
	 	 	 	 	 
	
              57

            	 	
              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

            
	 	 	 	 	 
	
              58

            	 	
              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

            
	 	 	 	 	 
	
              59

            	 	
              II-53-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-52-A

            	 	
              REMIC
                I Remittance Rate

            
	 	 	 	 	 
	
              60

            	 	
              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 IO, and (i) the 1st Distribution Date
      through the 6th Distribution Date, the excess of (x) the weighted average of
      the
      REMIC I Remittance Rates for REMIC I Regular Interests including the designation
      “A”, over (y) the weighted average of the REMIC I Remittance Rates for REMIC I
      Regular Interests including the designation “A”, (ii) the 7th Distribution Date
      through the 60th Distribution Date, the excess of (x) the weighted average
      of
      the REMIC I Remittance Rates for REMIC I Regular Interests including the
      designation “A”, over (y) 2 multiplied by Swap LIBOR and (iii) thereafter,
      0.00%.

     

    “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
      I-SUB, REMIC II Regular Interest I-GRP, REMIC II Regular Interest II-SUB, REMIC
      II Regular Interest II-GRP and REMIC II Regular Interest 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 I Mortgage Loans or Group
      II
      Mortgage Loans, as applicable over (y) the current Certificate Principal Balance
      of related Class A Certificates.

     

    
      
        
        

      

      
        72

        
          

        

      

      
        
        

      

    

     

    “REMIC
      II
      Required Overcollateralization Amount”: 0.50% of the Required
      Overcollateralization Amount.

     

    “REMIC
      III”: The segregated pool of assets consisting of all of the REMIC II Regular
      Interests conveyed in trust to the Trustee, for the benefit of the REMIC III
      Certificateholders pursuant to Section 2.07, and all amounts deposited
      therein, with respect to which a separate REMIC election is to be
      made.

     

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

     

    “REMIC
      III Certificateholder”: The Holder of any REMIC III Certificate.

     

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

     

    “REMIC
      Regular Interest”: Any REMIC I Regular Interest or REMIC II Regular
      Interest.

     

    “REMIC
      Remittance Rate”: The REMIC I Remittance Rate or the REMIC II Remittance
      Rate.

     

    “Remittance
      Report”: A report by the Servicer pursuant to Section 5.03(a) of this
      Agreement.

     

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

     

    “REO
      Account”: The account or accounts maintained, or caused to be maintained, by the
      Servicer in respect of an REO Property pursuant to Section 3.21 of this
      Agreement.

     

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

     

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

     

    “REO
      Principal Amortization”: With respect to any REO Property, for any calendar
      month, the excess, if any, of (a) the aggregate of all amounts received in
      respect of such REO Property during such calendar month, whether in the form
      of
      rental income, sale proceeds (including, without limitation, that portion of
      the
      Termination Price paid in connection with a purchase of all of the Mortgage
      Loans and REO Properties pursuant to Section 10.01 of this Agreement that
      is allocable to such REO Property) or otherwise, net of any portion of such
      amounts (i) payable in respect of the proper operation, management and
      maintenance of such REO Property or (ii) payable or reimbursable to the Servicer
      pursuant to Section 3.21(d) of this Agreement for unpaid Servicing Fees in
      respect of the related Mortgage Loan and unreimbursed Servicing Advances and
      P&I Advances in respect of such REO Property or the related Mortgage Loan,
      over (b) the REO Imputed Interest in respect of such REO Property for such
      calendar month.

     

    
      
        
        

      

      
        73

        
          

        

      

      
        
        

      

    

     

    “REO
      Property”: A Mortgaged Property acquired by the Servicer or its nominee on
      behalf of REMIC I through foreclosure or deed-in-lieu of foreclosure, as
      described in Section 3.21 of this Agreement.

     

    “Reportable
      Event”: Has the meaning set forth in Section 5.06(b) of this
      Agreement.

     

    “Required
      Overcollateralization Amount”: With respect to any Distribution Date (i) prior
      to the Stepdown Date, the product of (A) 2.25% and (B) the aggregate principal
      balance of the Mortgage Loans as of the Cut-off Date, (ii) on or after the
      Stepdown Date provided a Trigger Event is not in effect, the greater of (x)
      4.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of
      the
      last day of the related Due Period and (y) an amount equal to the product of
      (A)
      0.50% and (B) the aggregate principal balance of the Mortgage Loans as of the
      Cut-off Date, and (iii) on or after the Stepdown Date and a Trigger Event is
      in
      effect, the Required Overcollateralization Amount for the immediately preceding
      Distribution Date. Notwithstanding the foregoing, on and after any Distribution
      Date following the reduction of the aggregate Certificate Principal Balance
      of
      the Class A Certificates and Mezzanine Certificates to zero, the Required
      Overcollateralization Amount shall be zero.

     

    “Reserve
      Fund”: A fund created pursuant to Section 3.24 which shall be an asset of
      the Trust Fund but which shall not be an asset of any Trust REMIC.

     

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

     

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

     

    
      
        
        

      

      
        74

        
          

        

      

      
        
        

      

    

     

    “Residual
      Certificate”: Any one of the Class R Certificates.

     

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

     

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

     

    “Rule
      144A”: As defined in Section 6.01(c).

     

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

     

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

     

    “Sarbanes-Oxley
      Certification”: A written certification signed by an officer of the Master
      Servicer that complies with (i) the Sarbanes-Oxley Act of 2002, as amended
      from
      time to time, and (ii) Exchange Act Rules 13a-14(d) and 15d-14(d), as in effect
      from time to time; provided that if, after the Closing Date (a) the
      Sarbanes-Oxley Act of 2002 is amended, (b) the Rules referred to in clause
      (ii)
      are modified or superseded by any subsequent statement, rule or regulation
      of
      the Commission or any statement of a division thereof, or (c) any future
      releases, rules and regulations are published by the Commission from time to
      time pursuant to the Sarbanes-Oxley Act of 2002, which in any such case affects
      the form or substance of the required certification and results in the required
      certification being, in the reasonable judgment of the Master Servicer,
      materially more onerous that then form of the required certification as of
      the
      Closing Date, the Sarbanes-Oxley Certification shall be as agreed to by the
      Master Servicer, the Depositor and the Sponsor following a negotiation in good
      faith to determine how to comply with any such new requirements.

     

    “Scheduled
      Principal Balance”: With respect to any Mortgage Loan: (a) as of the Cut-off
      Date, the outstanding principal balance of such Mortgage Loan as of such date,
      net of the principal portion of all unpaid Monthly Payments, if any, due on
      or
      before such date; (b) as of any Due Date subsequent to the Cut-off Date up
      to
      and including the Due Date in the calendar month in which a Liquidation Event
      occurs with respect to such Mortgage Loan, the Scheduled Principal Balance
      of
      such Mortgage Loan as of the Cut-off Date, minus the sum of (i) the principal
      portion of each Monthly Payment due on or before such Due Date but subsequent
      to
      the Cut-off Date, whether or not received, (ii) all Principal Prepayments
      received before such Due Date but after the Cut-off Date, (iii) the principal
      portion of all Liquidation Proceeds and Insurance Proceeds received before
      such
      Due Date but after the Cut-off Date, net of any portion thereof that represents
      principal due (without regard to any acceleration of payments under the related
      Mortgage and Mortgage Note) on a Due Date occurring on or before the date on
      which such proceeds were received and (iv) any Realized Loss incurred with
      respect thereto as a result of a Deficient Valuation occurring before such
      Due
      Date, but only to the extent such Realized Loss represents a reduction in the
      portion of principal of such Mortgage Loan not yet due (without regard to any
      acceleration of payments under the related Mortgage and Mortgage Note) as of
      the
      date of such Deficient Valuation; and (c) as of any Due Date subsequent to
      the
      occurrence of a Liquidation Event with respect to such Mortgage Loan, zero.
      With
      respect to any REO Property: (a) as of any Due Date subsequent to the date
      of
      its acquisition on behalf of the Trust Fund up to and including the Due Date
      in
      the calendar month in which a Liquidation Event occurs with respect to such
      REO
      Property, an amount (not less than zero) equal to the Scheduled Principal
      Balance of the related Mortgage Loan as of the Due Date in the calendar month
      in
      which such REO Property was acquired, minus the aggregate amount of REO
      Principal Amortization, if any, in respect of REO Property for all previously
      ended calendar months; and (b) as of any Due Date subsequent to the occurrence
      of a Liquidation Event with respect to such REO Property, zero.

     

    
      
        
        

      

      
        75

        
          

        

      

      
        
        

      

    

     

    “Securities
      Act”: The Securities Act of 1933, as amended and the rules and regulations
      thereunder.

     

    “Securities
      Administrator”: As of the Closing Date, Wells Fargo Bank, National Association
      and thereafter, its respective successors in interest that meet the
      qualifications of this Agreement. The Securities Administrator and the Master
      Servicer shall at all times be the same Person or Affiliates.

     

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

     

    “Servicer”:
      Countrywide, or any successor thereto appointed hereunder in connection with
      the
      servicing and administration of the Mortgage Loans.

     

    “Servicer
      Event of Default”: One or more of the events described in Section 8.01(a)
      of this Agreement.

     

    “Servicer
      Remittance Date”: With respect to any Distribution Date, the 22nd day of the
      month in which such Distribution Date occurs; provided that if such 22nd day
      of
      a given month is not a Business Day, the Servicer Remittance Date for such
      month
      shall be the Business Day immediately preceding such 22nd day; provided further,
      that if the Servicer Remittance Date falls on a Friday, the Servicer Remittance
      Date shall be the Business Day immediately preceding such Friday.

     

    “Servicer
      Report”: A report (substantially in the form of Schedule 5
      attached
      hereto) or otherwise in form and substance acceptable to the Master Servicer
      and
      Securities Administrator on an electronic data file or tape prepared by the
      Servicer pursuant to Section 5.03(a) of this Agreement, with such
      additions, deletions and modifications as agreed to by the Master Servicer,
      the
      Securities Administrator and the Servicer.

     

    “Service(s)(ing)”:
      Means, in accordance with Regulation AB, the act of servicing and administering
      the Mortgage Loans or any other assets of the Trust by an entity that meets
      the
      definition of “servicer” set forth in Item 1101 of Regulation AB and is subject
      to the disclosure requirements set forth in Item 1108 of Regulation AB. For
      clarification purposes, any uncapitalized occurrence of this term shall have
      the
      meaning commonly understood by participants in the residential mortgage-backed
      securitization market.

     

    
      
        
        

      

      
        76

        
          

        

      

      
        
        

      

    

     

    “Servicing
      Advances”: The customary and reasonable “out-of-pocket” costs and expenses
      incurred prior to or on or after the Cut-off Date (the amounts incurred prior
      to
      the Cut-off Date shall be identified on the Servicing Advance Schedule by (a)
      the Servicer with respect to any Mortgage Loans that were transferred to the
      Servicer prior to the Cut-off Date and/or (b) the Depositor with respect to
      any
      Mortgage Loans that were transferred to the Servicer after the Cut-off Date)
      by
      the Servicer in connection with a default, delinquency or other unanticipated
      event by the Servicer in the performance of its servicing obligations,
      including, but not limited to, the cost of (i) the preservation, restoration
      and
      protection of a Mortgaged Property, (ii) any enforcement or judicial
      proceedings, including but not limited to foreclosures, in respect of a
      particular Mortgage Loan, including any expenses incurred in relation to any
      such proceedings that result from the Mortgage Loan being registered on the
      MERS® System, (iii) the management (including reasonable fees in connection
      therewith) and liquidation of any REO Property, (iv) the performance of its
      obligations under Section 3.01, Section 3.07, Section 3.11, Section 3.13 and
      Section 3.21 of this Agreement and (v) obtaining any legal documentation
      required to be included in the Mortgage File and/or correcting any outstanding
      title issues (i.e., any lien or encumbrance on the Mortgaged Property that
      prevents the effective enforcement of the intended lien position) reasonably
      necessary for the Servicer to perform its obligations under this Agreement.
      Servicing Advances also include any reasonable “out-of-pocket” cost and expenses
      (including legal fees) incurred by the Servicer in connection with executing
      and
      recording instruments of satisfaction, deeds of reconveyance or Assignments
      to
      the extent not recovered from the Mortgagor or otherwise payable under this
      Agreement. The Servicer shall not be required to make any Nonrecoverable
      Servicing Advances.

     

    “Servicing
      Advance Schedule”: With respect to any Servicing Advances incurred prior to the
      Cut-off Date, the schedule or schedules provided by (a) the Servicer with
      respect to any Mortgage Loans that were transferred to the Servicer prior to
      the
      Cut-off Date and/or (b) the Depositor with respect to any Mortgage Loans that
      were transferred to the Servicer after the Cut-off Date, as applicable, to
      the
      Master Servicer and, if such schedule is provided by the Depositor, to the
      Servicer, on the earlier of the date on which the Servicer or five (5) Business
      Days following the Servicing Transfer Date, which schedule or schedules shall
      contain the information set forth on Schedule 6.

     

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

     

    “Servicing
      Fee”: With respect to each Mortgage Loan and for any calendar month, an amount
      equal to one-twelfth of the product of the Servicing Fee Rate multiplied by
      the
      Scheduled Principal Balance of the Mortgage Loans as of the Due Date in the
      preceding calendar month. The Servicing Fee is payable solely from collections
      of interest on the Mortgage Loans.

     

    “Servicing
      Fee Rate”: 0.50% per annum.

     

    “Servicing
      Function Participant”: Means any Sub-Servicer, Subcontractor, other than the
      Servicer, the Master Servicer, the Custodian, the Trustee and the Securities
      Administrator, that is determined by the Servicer to be “participating in the
      servicing function” within the meaning of Item 1122 of Regulation
      AB.

     

    
      
        
        

      

      
        77

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    “Sponsor”:
      DB Structured Products, Inc. or its successor in interest, in its capacity
      as
      seller under the Mortgage Loan Purchase Agreement.

     

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

     

    “Stated
      Principal Balance”: With respect to any Mortgage Loan: (a) as of any date of
      determination up to but not including the Distribution Date on which the
      proceeds, if any, of a Liquidation Event with respect to such Mortgage Loan
      would be distributed, the Scheduled Principal Balance of such Mortgage Loan
      as
      of the Cut-off Date, as shown in the Mortgage Loan Schedule, minus the sum
      of
      (i) the principal portion of each Monthly Payment due on a Due Date subsequent
      to the Cut-off Date, to the extent received from the Mortgagor or advanced
      by
      the Servicer or a successor to the Servicer and distributed pursuant to
      Section 5.01 of this Agreement on or before such date of determination,
      (ii) all Principal Prepayments received after the Cut-off Date, to the extent
      distributed pursuant to Section 5.01 of this Agreement on or before such
      date of determination, (iii) all Liquidation Proceeds and Insurance Proceeds
      applied by the Servicer as recoveries of principal in accordance with the
      provisions of Section 3.13 of this Agreement, to the extent distributed
      pursuant to Section 5.01 of this Agreement on or before such date of
      determination, and (iv) any Realized Loss incurred with respect thereto as
      a
      result of a Deficient Valuation made during or prior to the Prepayment Period
      for the most recent Distribution Date coinciding with or preceding such date
      of
      determination; and (b) as of any date of determination coinciding with or
      subsequent to the Distribution Date on which the proceeds, if any, of a
      Liquidation Event with respect to such Mortgage Loan would be distributed,
      zero.
      With respect to any REO Property: (a) as of any date of determination up to
      but
      not including the Distribution Date on which the proceeds, if any, of a
      Liquidation Event with respect to such REO Property would be distributed, an
      amount (not less than zero) equal to the Stated Principal Balance of the related
      Mortgage Loan as of the date on which such REO Property was acquired on behalf
      of REMIC I, minus the sum of (i) if such REO Property was acquired before the
      Distribution Date in any calendar month, the principal portion of the Monthly
      Payment due on the Due Date in the calendar month of acquisition, to the extent
      advanced by the Servicer or a successor to the Servicer and distributed pursuant
      to Section 5.01 of this Agreement, on or before such date of determination
      and (ii) the aggregate amount of REO Principal Amortization in respect of such
      REO Property for all previously ended calendar months, to the extent distributed
      pursuant to Section 5.01 of this Agreement on or before such date of
      determination; and (b) as of any date of determination coinciding with or
      subsequent to the Distribution Date on which the proceeds, if any, of a
      Liquidation Event with respect to such REO Property would be distributed,
      zero.

     

    
      
        
        

      

      
        78

        
          

        

      

      
        
        

      

    

     

    “Stepdown
      Date”: The earlier to occur of (i) the later to occur of (x) the Distribution
      Date occurring in February 2010 and (y) the first Distribution Date on which
      the
      Credit Enhancement Percentage (calculated for this purpose only after taking
      into account distributions of principal on the Mortgage Loans, but prior to
      any
      distribution of the Principal Distribution Amount to the Holders of the
      Certificates then entitled to distributions of principal on such Distribution
      Date), is greater than or equal to approximately 37.50% and (ii) the first
      Distribution Date following the Distribution Date on which the aggregate
      Certificate Principal Balance of the Class A Certificates has been reduced
      to
      zero.

     

    “Subcontractor”:
      Means any vendor, subcontractor or other Person that is not responsible for
      the
      overall servicing of Mortgage Loans but performs one or more discrete functions
      identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans
      under
      the direction or authority of the Servicer (or a Sub-Servicer of the Servicer),
      the Master Servicer, the Trustee, the Custodian or the Securities
      Administrator.

     

    “Subordinate
      Certificates”: Collectively, the Mezzanine Certificates and the Class CE
      Certificates.

     

    “Subsequent
      Recoveries”: As of any Distribution Date, amounts received during the related
      Prepayment Period by the Servicer specifically related to a defaulted Mortgage
      Loan or disposition of an REO Property prior to the related Prepayment Period
      that resulted in a Realized Loss, after the liquidation or disposition of such
      defaulted Mortgage Loan, net of any amounts reimbursable to the Servicer related
      to such Mortgage Loan or REO Property.

     

    “Sub-Servicer”:
      Means any Person that (i) is a Servicing Function Participant, (ii) services
      Mortgage Loans on behalf of any Servicer, the Master Servicer, the Securities
      Administrator or the Trustee, and (iii) is responsible for the performance
      (whether directly or through sub-servicers or Subcontractors) of a substantial
      portion of the material servicing functions required to be performed under
      this
      Agreement or any related Sub-Servicing Agreement that is identified in Item
      1122(d) of Regulation AB.

     

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

     

    “Substitution
      Shortfall Amount”: As defined in Section 2.03 of this
      Agreement.

     

    “Supplemental
      Interest Trust”: The corpus of a trust created pursuant to Section 5.07 of
      this Agreement and designated as the “Supplemental Interest Trust,” consisting
      of the Swap Agreement, the Class IO Interest and the right to receive payments
      in respect of the Class IO Distribution Amount. For the avoidance of doubt,
      the
      Supplemental Interest Trust does not constitute a part of the Trust
      Fund.

     

    
      
        
        

      

      
        79

        
          

        

      

      
        
        

      

    

     

    “Supplemental
      Interest Trust Trustee”: HSBC Bank USA, National Association a national banking
      association, or its successor in interest, or any successor supplemental
      interest trust trustee appointed as provided herein or in the Swap Agreement
      provided.

     

    “Swap
      Agreement”: The Interest Rate Swap Agreement, dated as of January 29, 2007,
      between the Supplemental Interest Trust Trustee, and the Swap Provider (which
      agreement provides for Net Swap Payments and Swap Termination Payments to be
      paid, as provided therein), together with any schedules, confirmations or other
      agreements relating thereto, and attached hereto as Exhibit I.

     

    “Swap
      Credit Support Annex: The credit support annex, dated as of January 29, 2007,
      between the Supplemental Interest Trust Trustee and the Swap Provider, which
      is
      annexed to and forms part of the Swap Agreement.

     

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

     

    “Swap
      Notional Amount”: For each calculation period as defined in the Swap Agreement,
      the amount set forth below:

    
      

        
          	
                  Distribution
                    Date

                	 	
                  Swap
                    Notional Amount
                    ($)

                	 
	
                  August
                    2007

                	 	 	
                  728,051,877.00

                	 
	
                  September
                    2007

                	 	 	
                  700,417,192.00

                	 
	
                  October
                    2007

                	 	 	
                  671,807,204.00

                	 
	
                  November
                    2007

                	 	 	
                  644,371,338.00

                	 
	
                  December
                    2007

                	 	 	
                  618,061,199.00

                	 
	
                  January
                    2008

                	 	 	
                  592,830,390.00

                	 
	
                  February
                    2008

                	 	 	
                  568,634,437.00

                	 
	
                  March
                    2008

                	 	 	
                  545,430,706.00

                	 
	
                  April
                    2008

                	 	 	
                  523,173,241.00

                	 
	
                  May
                    2008

                	 	 	
                  501,800,841.00

                	 
	
                  June
                    2008

                	 	 	
                  481,310,097.00

                	 
	
                  July
                    2008

                	 	 	
                  461,589,980.00

                	 
	
                  August
                    2008

                	 	 	
                  442,440,031.00

                	 
	
                  September
                    2008

                	 	 	
                  415,287,630.00

                	 
	
                  October
                    2008

                	 	 	
                  357,801,827.00

                	 
	
                  November
                    2008

                	 	 	
                  309,888,069.00

                	 
	
                  December
                    2008

                	 	 	
                  269,945,022.00

                	 
	
                  January
                    2009

                	 	 	
                  240,393,654.00

                	 
	
                  February
                    2009

                	 	 	
                  229,942,041.00

                	 
	
                  March
                    2009

                	 	 	
                  219,954,770.00

                	 
	
                  April
                    2009

                	 	 	
                  210,411,201.00

                	 
	
                  May
                    2009

                	 	 	
                  201,292,758.00

                	 
	
                  June
                    2009

                	 	 	
                  192,578,202.00

                	 
	
                  July
                    2009

                	 	 	
                  184,249,290.00

                	 
	
                  August
                    2009

                	 	 	
                  176,288,627.00

                	 


        

         

        
          
            
            

          

          
            80

            
              

            

          

          
            
            

          

        

         

        
          	
                  Distribution
                    Date

                	 	 	
                  Swap
                    Notional 

                  Amount
                    ($)

                	 
	
                  September
                    2009

                	 	 	
                  168,679,593.00

                	 
	
                  October
                    2009

                	 	 	
                  161,406,550.00

                	 
	
                  November
                    2009

                	 	 	
                  154,454,561.00

                	 
	
                  December
                    2009

                	 	 	
                  147,808,749.00

                	 
	
                  January
                    2010

                	 	 	
                  141,455,350.00

                	 
	
                  February
                    2010

                	 	 	
                  135,381,233.00

                	 
	
                  March
                    2010

                	 	 	
                  129,573,865.00

                	 
	
                  April
                    2010

                	 	 	
                  124,021,301.00

                	 
	
                  May
                    2010

                	 	 	
                  118,712,128.00

                	 
	
                  June
                    2010

                	 	 	
                  113,635,435.00

                	 
	
                  July
                    2010

                	 	 	
                  108,780,825.00

                	 
	
                  August
                    2010

                	 	 	
                  104,138,376.00

                	 
	
                  September
                    2010

                	 	 	
                  99,698,616.00

                	 
	
                  October
                    2010

                	 	 	
                  95,452,509.00

                	 
	
                  November
                    2010

                	 	 	
                  91,391,423.00

                	 
	
                  December
                    2010

                	 	 	
                  87,507,119.00

                	 
	
                  January
                    2011

                	 	 	
                  83,791,734.00

                	 
	
                  February
                    2011

                	 	 	
                  80,237,759.00

                	 
	
                  March
                    2011

                	 	 	
                  76,838,028.00

                	 
	
                  April
                    2011

                	 	 	
                  73,585,700.00

                	 
	
                  May
                    2011

                	 	 	
                  70,474,240.00

                	 
	
                  June
                    2011

                	 	 	
                  67,497,411.00

                	 
	
                  July
                    2011

                	 	 	
                  64,649,258.00

                	 
	
                  August
                    2011

                	 	 	
                  61,924,093.00

                	 
	
                  September
                    2011

                	 	 	
                  59,316,485.00

                	 
	
                  October
                    2011

                	 	 	
                  56,821,156.00

                	 
	
                  November
                    2011

                	 	 	
                  54,432,326.00

                	 
	
                  December
                    2011

                	 	 	
                  52,146,275.00

                	 
	
                  January
                    2012

                	 	 	
                  49,958,479.00

                	 


        

      

    

     

    “Swap
      Provider”: The swap provider under the Swap Agreement either (a) entitled to
      receive payments from the Supplemental Interest Trust or (b) required to make
      payments to the Supplemental Interest Trust, in either case pursuant to the
      terms of the Swap Agreement, and any successor in interest or assign. Initially,
      the Swap Provider shall be The Royal Bank of Scotland plc.

     

    “Swap
      Provider Trigger Event”: A Swap Provider Trigger Event shall have occurred if
      any of the following has occurred: (i) an Event of Default under the Swap
      Agreement with respect to which the Swap Provider is a Defaulting Party (as
      defined in the Swap Agreement), (ii) a Termination Event under the Swap
      Agreement with respect to which the Swap Provider is the sole Affected Party
      (as
      defined in the Swap Agreement) or (iii) an Additional Termination Event under
      the Swap Agreement with respect to which the Swap Provider is the sole Affected
      Party.

     

    
      
        
        

      

      
        81

        
          

        

      

      
        
        

      

    

     

    “Swap
      Termination Payment”: Upon the designation of an “Early Termination Date” as
      defined in the Swap Agreement, the payment to be made by the Securities
      Administrator on behalf of the Supplemental Interest Trust Trustee from the
      Supplemental Interest Trust to the Swap Provider, or by the Swap Provider to
      the
      Supplemental Interest Trust, as applicable, pursuant to the terms of the Swap
      Agreement.

     

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

     

    “Telerate
      Page 3750”:
      The
      display designated as page “3750” on the Dow Jones Telerate Capital Markets
      Report (or such other page as may replace page 3750 on that report for the
      purpose of displaying London interbank offered rates of major
      banks).

     

    “Termination
      Price”: As defined in Section 10.01.

     

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

     

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

     

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

     

    “Trigger
      Event”: A Trigger Event has occurred with respect to a Distribution Date if
      either (x) the Delinquency Percentage exceeds 43.31% of the Credit Enhancement
      Percentage with respect to such Distribution Date or (y) the aggregate amount
      of
      Realized Losses incurred since the Cut-off Date through the last day of the
      related Due Period divided by the aggregate principal balance of the Mortgage
      Loans as of the Cut-off Date exceeds the applicable percentages set forth below
      with respect to such Distribution Date:

     

    
      	
              Distribution
                Date 

            	 	
              Percentage

            
	
              February
                2009 to January 2010

            	 	
              1.50%
                plus 1/12 of 1.80% for each month thereafter

            
	
              February
                2010 to January 2011

            	 	
              3.30%
                plus 1/12 of 1.80% for each month thereafter

            
	
              February
                2011 to January 2012

            	 	
              5.10%
                plus 1/12 of 1.50% for each month thereafter

            
	
              February
                2012 to January 2013

            	 	
              6.60%
                plus 1/12 of 0.80% for each month thereafter

            
	
              February
                2013 and thereafter

            	 	
              7.40%

            


    

    


    “Trust”:
      ACE Securities Corp., Home Equity Loan Trust, Series 2007-WM1, the trust created
      hereunder.

     

    “Trust
      Fund”: Collectively, all of the assets of REMIC I, REMIC II, REMIC III and the
      Reserve Fund and any amounts on deposit therein and any proceeds thereof and
      the
      Cap Contracts. For avoidance of doubt, the Trust Fund does not include the
      Supplemental Interest Trust.

     

    
      
        
        

      

      
        82

        
          

        

      

      
        
        

      

    

     

    “Trust
      REMIC”: REMIC I, REMIC II or REMIC III.

     

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

     

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

     

    “Uncertificated
      Interest”: With respect to any REMIC Regular Interest for any Distribution Date,
      one month’s interest at the related REMIC Remittance Rate applicable to such
      REMIC Regular Interest for such Distribution Date, accrued on the Uncertificated
      Balance thereof immediately prior to such Distribution Date. Uncertificated
      Interest in respect of the REMIC Regular Interests shall accrue on the basis
      of
      a 360-day year consisting of twelve 30-day months. Uncertificated Interest
      with
      respect to each Distribution Date, as to any REMIC Regular Interest, shall
      be
      reduced by an amount equal to the sum of (a) the aggregate Prepayment Interest
      Shortfall, if any, for such Distribution Date to the extent not covered by
      payments pursuant to Section 3.22 or Section 4.19 of this Agreement
      and (b) the aggregate amount of any Relief Act Interest Shortfall, if any
      allocated, in each case, to such REMIC Regular Interest or REMIC Regular
      Interest pursuant to Section 1.02 of this Agreement. In addition,
      Uncertificated Interest with respect to each Distribution Date, as to any REMIC
      Regular Interest, shall be reduced by Realized Losses, if any, allocated to
      such
      REMIC Regular Interest pursuant to Section 1.02 and Section 5.04 of
      this Agreement.

     

    “Uncertificated
      Notional Amount”: With respect to REMIC II Regular Interest 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

            
	
              1st
                through 7th 

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

            
	
              8

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

            
	
              9

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

            
	
              10

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

            
	
              11

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

            
	
              12

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

            
	
              13

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

            
	
              14

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

            
	
              15

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


            


    

     

    
      
        
        

      

      
        83

        
          

        

      

      
        
        

      

    

     

    
      	
              Distribution
                Date

            	
               

            	
              REMIC
                I Regular Interests

            
	
              16

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

            
	
              17

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

            
	
              18

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

            
	
              19

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

            
	
              20

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

            
	
              21

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

            
	
              22

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

            
	
              23

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

            
	
              24

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

            
	
              25

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

            
	
              26

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

            
	
              27

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

            
	
              28

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

            
	
              29

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

            
	
              30

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

            
	
              31

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

            
	
              32

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

            
	
              33

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

            
	
              34

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

            
	
              35

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

            
	
              36

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

            
	
              37

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

            
	
              38

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

            
	
              39

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

            
	
              40

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

            
	
              41

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

            
	
              42

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

            
	
              43

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

            
	
              44

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

            
	
              45

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

            
	
              46

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

            
	
              47

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

            
	
              48

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

            
	
              49

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

            
	
              50

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

            
	
              51

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

            
	
              52

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

            
	
              53

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

            
	
              54

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

            
	
              55

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

            
	
              56

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

            
	
              57

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

            
	
              58

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

            
	
              59

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

            
	
              60

            	 	
              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
      IO.

     

    “Uninsured
      Cause”: Any cause of damage to a Mortgaged Property such that the complete
      restoration of such property is not fully reimbursable by the hazard insurance
      policies required to be maintained pursuant to Section 3.11 of this
      Agreement.

     

    
      
        
        

      

      
        84

        
          

        

      

      
        
        

      

    

     

    “United
      States Person”: A citizen or resident of the United States, a corporation,
      partnership or other entity created or organized in, or under the laws of,
      the
      United States or any political subdivision thereof (except, in the case of
      a
      partnership, to the extent provided in regulations) provided that, for purposes
      solely of the restrictions on the transfer of any Class R Certificate, no
      partnership or other entity treated as a partnership for United States federal
      income tax purposes shall be treated as a United States Person unless all
      persons that own an interest in such partnership either directly or through
      any
      entity that is not a corporation for United States federal income tax purposes
      are required to be United States Persons, or an estate whose income is subject
      to United States federal income tax regardless of its source, or a trust if
      a
      court within the United States is able to exercise primary supervision over
      the
      administration of the trust and one or more United States persons have the
      authority to control all substantial decisions of the trust. To the extent
      prescribed in regulations by the Secretary of the Treasury, a trust which was
      in
      existence on August 20, 1996 (other than a trust treated as owned by the grantor
      under subpart E of part I of subchapter J of chapter I of the Code), and which
      was treated as a United States person on August 20, 1996 may elect to continue
      to be treated as a United States person notwithstanding the previous sentence.
      The term “United States” shall have the meaning set forth in Section 7701
      of the Code.

     

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

     

    “Verification
      Report”: As defined in Section 4.20. 

     

    “Voting
      Rights”: The portion of the voting rights of all of the Certificates which is
      allocated to any such Certificate. With respect to any date of determination,
      98% of all Voting Rights will be allocated among the holders of the Class A
      Certificates, the Mezzanine Certificates and the Class CE Certificates in
      proportion to the then outstanding Certificate Principal Balances of their
      respective Certificates, 1% of all Voting Rights will be allocated among the
      holders of the Class P Certificates and 1% of all Voting Rights will be
      allocated among the holders of the Class R Certificates. The Voting Rights
      allocated to each Class of Certificate shall be allocated among Holders of
      each
      such Class in accordance with their respective Percentage Interests as of the
      most recent Record Date. 

     

    
      
        
        

      

      
        85

        
          

        

      

      
        
        

      

    

     

    “Wells
      Fargo”: Wells Fargo Bank, National Association in its capacity as the Custodian
      under the Custodial Agreement or any successor thereto.

     

    SECTION
      1.02. Allocation
      of Certain Interest Shortfalls.

     

    For
      purposes of calculating the amount of Accrued Certificate Interest and the
      amount of the Interest Distribution Amount for the Class A Certificates, the
      Mezzanine Certificates and the Class CE Certificates for any Distribution Date,
      (1) the aggregate amount of any Prepayment Interest Shortfalls (to the extent
      not covered by payments by the Servicer pursuant to Section 3.22 of this
      Agreement or by the Master Servicer pursuant to Section 4.19 of this
      Agreement) and any Relief Act Interest Shortfalls incurred in respect of the
      Mortgage Loans for any Distribution Date shall be allocated first, to the Class
      CE Certificates, second, to the Class M-10 Certificates, third, to the Class
      M-9
      Certificates, fourth, to the Class M-8 Certificates, fifth, to the Class M-7
      Certificates, sixth, to the Class M-6 Certificates, seventh, to the Class M-5
      Certificates, eighth, to the Class M-4 Certificates, ninth, to the Class M-3
      Certificates, tenth, to the Class M-2 Certificates, eleventh, to the Class
      M-1
      Certificates and twelfth, to the Class A Certificates, on a pro
      rata
      basis,
      in each case based on, and to the extent of, one month’s interest at the then
      applicable respective Pass-Through Rate on the respective Certificate Principal
      Balance or Notional Amount, as applicable, of each such Certificate and (2)
      the
      aggregate amount of any Realized Losses allocated to the Mezzanine Certificates
      and Net WAC Rate Carryover Amounts paid to the Class A Certificates and the
      Mezzanine Certificates incurred for any Distribution Date shall be allocated
      to
      the Class CE Certificates on a pro
      rata
      basis
      based on, and to the extent of, one month’s interest at the then applicable
      respective Pass-Through Rate on the respective Certificate Principal Balance
      or
      Notional Amount thereof, as applicable.

     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      I
      Group I Regular Interests for any Distribution Date, the aggregate amount of
      any
      Prepayment Interest Shortfalls (to the extent not covered by payments by the
      Servicer pursuant to Section 3.22 of this Agreement or the Master Servicer
      pursuant to Section 4.19 of this Agreement) and any Relief Act Interest
      Shortfalls incurred in respect of Group I Mortgage Loans shall be allocated
      first, to REMIC I Regular Interest I and to the REMIC I Group I Regular
      Interests ending with the designation “B”, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC I Remittance Rates on the respective Uncertificated Principal Balances
      of
      each such REMIC I Regular Interest, and then, to REMIC I Group I Regular
      Interests ending with the designation “A”, pro rata based on, and to the extent
      of, one month’s interest at the then applicable respective REMIC I Remittance
      Rates on the respective Uncertificated Balances of each such REMIC I Regular
      Interest.

     

    For
      purposes of calculating the amount of Uncertificated Interest for the REMIC
      I
      Group II Regular Interests for any Distribution Date, the aggregate amount
      of
      any Prepayment Interest Shortfalls (to the extent not covered by payments by
      the
      Servicer pursuant to Section 3.22 of this Agreement or the Master Servicer
      pursuant to Section 4.19 of this Agreement) and any Relief Act Interest
      Shortfalls incurred in respect of Group II Mortgage Loans shall be allocated
      first, to REMIC I Regular Interest II and to the REMIC I Group II Regular
      Interests ending with the designation “B”, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC I Remittance Rates on the respective Uncertificated Principal Balances
      of
      each such REMIC I Regular Interest, and then, to REMIC I Group II Regular
      Interests ending with the designation “A”, pro rata based on, and to the extent
      of, one month’s interest at the then applicable respective REMIC I Remittance
      Rates on the respective Uncertificated Balances of each such REMIC I Regular
      Interest. 

     

    
      
        
        

      

      
        86

        
          

        

      

      
        
        

      

    

     

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

     

    (A) The
      REMIC
      II Marker Allocation Percentage of the aggregate amount of any Prepayment
      Interest Shortfalls (to the extent not covered by payments by the Servicer
      pursuant to Section 3.22 of this Agreement or the Master Servicer pursuant
      to Section 4.19 of this Agreement) and the REMIC II Marker Allocation
      Percentage of any Relief Act Interest Shortfalls incurred in respect of the
      Mortgage Loans for any Distribution Date shall be allocated among REMIC II
      Regular Interest AA, REMIC II Regular Interest A-1, REMIC II Regular Interest
      A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest A-2C, REMIC
      II
      Regular Interest A-2D, REMIC II Regular Interest M-1, REMIC II Regular Interest
      M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest M-4, REMIC II
      Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II Regular Interest
      M-7, REMIC II Regular Interest M-8, REMIC II Regular Interest M-9, REMIC II
      Regular Interest M-10, REMIC II Regular Interest P and REMIC II Regular Interest
      ZZ pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC II Remittance Rate on the respective Uncertificated Balance of each such
      REMIC II Regular Interest; and

     

    (B) The
      REMIC
      II Sub WAC Allocation Percentage of the aggregate amount of any Prepayment
      Interest Shortfalls (to the extent not covered by payments by the Servicer
      pursuant to Section 3.22 of this Agreement or by the Master Servicer
      pursuant to Section 4.19 of this Agreement) and the REMIC II Sub WAC
      Allocation Percentage of any Relief Act Interest Shortfalls incurred in respect
      of the Mortgage Loans for any Distribution Date shall be allocated first, to
      Uncertificated Interest payable to REMIC II Regular Interest I-SUB, REMIC II
      Regular Interest I-GRP, REMIC II Regular Interest II-SUB, REMIC II Regular
      Interest II-GRP and REMIC II Regular Interest XX, pro
      rata
      based
      on, and to the extent of, one month’s interest at the then applicable respective
      REMIC II Remittance Rate on the respective Uncertificated Balance of each such
      REMIC II Regular Interest.

     

    
      
        
        

      

      
        87

        
          

        

      

      
        
        

      

    

     

    ARTICLE
      II

     

    CONVEYANCE
      OF MORTGAGE LOANS;

    ORIGINAL
      ISSUANCE OF CERTIFICATES

     

    SECTION
      2.01. Conveyance
      of the Mortgage Loans.

     

    The
      Depositor, concurrently with the execution and delivery hereof, does hereby
      transfer, assign, set over and otherwise convey to the Trustee, on behalf of
      the
      Trust, without recourse, for the benefit of the Certificateholders, all the
      right, title and interest of the Depositor, including any security interest
      therein for the benefit of the Depositor, in and to the Mortgage Loans
      identified on the Mortgage Loan Schedule, the rights of the Depositor under
      the
      Mortgage Loan Purchase Agreement (including, without limitation the right to
      enforce the obligations of the other parties thereto thereunder), the rights
      of
      the Depositor under the Cap Contracts, the right to any payments made by the
      Cap
      Counterparty under the Cap Contracts, the right to any Net Swap Payment and
      any
      Swap Termination Payment made by the Swap Provider and all other assets included
      or to be included in REMIC I. Such assignment includes all interest and
      principal received by the Depositor and the Servicer on or with respect to
      the
      Mortgage Loans (other than payments of principal and interest due on such
      Mortgage Loans on or before the Cut-off Date). A copy of the Mortgage Loan
      Purchase Agreement is attached hereto as Exhibit
      F.

     

    In
      connection with such transfer and assignment, the Depositor does hereby deliver
      to, and deposit with the Custodian pursuant to the Custodial Agreement the
      documents with respect to each Mortgage Loan as described under Section 2
      of the Custodial Agreement (the “Mortgage Loan Documents”). In connection with
      such delivery and as further described in the Custodial Agreement, the Custodian
      will be required to review such Mortgage Loan Documents and deliver to the
      Trustee, the Depositor, the Servicer and the Sponsor certifications (in the
      forms attached to the Custodial Agreement) with respect to such review with
      exceptions noted thereon. In addition, under the Custodial Agreement the
      Depositor will be required to cure certain defects with respect to the Mortgage
      Loan Documents for the related Mortgage Loans after the delivery thereof by
      the
      Depositor to the Custodian as more particularly set forth therein.

     

    Notwithstanding
      anything to the contrary contained herein, the parties hereto acknowledge that
      the functions of the Trustee with respect to the custody, acceptance, inspection
      and release of the Mortgage Files, including, but not limited to certain
      insurance policies and documents contemplated by Section 4.11 of this
      Agreement, and preparation and delivery of the certifications shall be performed
      by the Custodian pursuant to the terms and conditions of the Custodial
      Agreement.

     

    The
      Depositor shall deliver or cause the originator to deliver to the Servicer
      copies of all trailing documents required to be included in the related Mortgage
      File at the same time the originals or certified copies thereof are delivered
      to
      the Trustee or Custodian, such documents including the mortgagee policy of
      title
      insurance and any Mortgage Loan Documents upon return from the recording office.
      The Servicer shall not be responsible for any custodian fees or other costs
      incurred in obtaining such documents and the Depositor shall cause the Servicer
      to be reimbursed for any such costs the Servicer may incur in connection with
      performing its obligations under this Agreement.

     

    
      
        
        

      

      
        88

        
          

        

      

      
        
        

      

    

     

    The
      Mortgage Loans permitted by the terms of this Agreement to be included in the
      Trust are limited to (i) Mortgage Loans (which the Depositor acquired pursuant
      to the Mortgage Loan Purchase Agreement, which contains, among other
      representations and warranties, a representation and warranty of the Sponsor
      that no Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey
      Home Ownership Act effective November 27, 2003 or as defined in the New Mexico
      Home Loan Protection Act effective January 1, 2004, as defined in the
      Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004
      (Mass. Ann. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices
      Act,
      effective January 1, 2005 (Ind. Code Ann. Sections 24-9-1 through 24-9-9) or
      a
“high risk home loan” under the Illinois High Risk Home Loan Act, effective as
      of January 1, 2004) and (ii) Qualified Substitute Mortgage Loans (which, by
      definition as set forth herein and referred to in the Mortgage Loan Purchase
      Agreement, are required to conform to, among other representations and
      warranties, the representation and warranty of the Sponsor that no Qualified
      Substitute Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey
      Home Ownership Act effective November 27, 2003 or as defined in the New Mexico
      Home Loan Protection Act effective January 1, 2004, as defined in the
      Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004
      (Mass. Ann. Laws Ch. 183C) or as defined in the Indiana Home Loan Practices
      Act,
      effective January 1, 2005 (Ind. Code Ann. Sections 24-9-1 through 24-9-9) or
      a
“high risk home loan” under the Illinois High Risk Home Loan Act, effective as
      of January 1, 2004). The Depositor and the Trustee on behalf of the Trust
      understand and agree that it is not intended that any Mortgage Loan be included
      in the Trust that is a “High-Cost Home Loan” as defined in the New Jersey Home
      Ownership Act effective November 27, 2003, as defined in the New Mexico Home
      Loan Protection Act effective January 1, 2004, as defined in the Massachusetts
      Predatory Home Loan Practices Act, effective November 7, 2004 (Mass. Ann. Laws
      Ch. 183C) or as defined in the Indiana Home Loan Practices Act, effective
      January 1, 2005 (Ind. Code Ann. Sections 24-9-1 through 24-9-9) or a “high risk
      home loan” under the Illinois High Risk Home Loan Act, effective as of January
      1, 2004.

     

    SECTION
      2.02. Acceptance
      of REMIC I by Trustee.

     

    The
      Trustee acknowledges receipt, subject to the provisions of Section 2.01
      hereof and Section 2 of the Custodial Agreement, of the Mortgage Loan
      Documents and all other assets included in the definition of “REMIC I” under
      clauses (i), (iii), (iv) and (v) (to the extent of amounts deposited into the
      Distribution Account) and declares that it holds (or the Custodian on its behalf
      holds) and will hold such documents and the other documents delivered to it
      constituting a Mortgage Loan Document, and that it holds (or the Custodian
      on
      its behalf holds) or will hold all such assets and such other assets included
      in
      the definition of “REMIC I” in trust for the exclusive use and benefit of all
      present and future Certificateholders.

     

    SECTION
      2.03. Repurchase
      or Substitution of Mortgage Loans.

     

    (a) Upon
      discovery or receipt of notice of any materially defective document in, or
      that
      a document is missing from, a Mortgage File or of a breach by the Sponsor of
      any
      representation, warranty or covenant under the Mortgage Loan Purchase Agreement
      in respect of any Mortgage Loan that materially and adversely affects the value
      of such Mortgage Loan or the interest therein of the Certificateholders, the
      Trustee shall promptly notify the Sponsor and the Servicer of such defect,
      missing document or breach and request that the Sponsor deliver such missing
      document, cure such defect or breach within sixty (60) days from the date the
      Sponsor was notified of such missing document, defect or breach, and if the
      Sponsor does not deliver such missing document or cure such defect or breach
      in
      all material respects during such period, the Trustee shall enforce the
      obligations of the Sponsor under the Mortgage Loan Purchase Agreement to
      repurchase such Mortgage Loan from REMIC I at the Purchase Price within ninety
      (90) days after the date on which the Sponsor was notified of such missing
      document, defect or breach, if and to the extent that the Sponsor is obligated
      to do so under the Mortgage Loan Purchase Agreement. The Purchase Price for
      the
      repurchased Mortgage Loan shall be remitted to the Servicer for deposit in
      the
      Collection Account, and the Trustee, upon receipt of written certification
      from
      the Servicer of such deposit, shall release or cause the Custodian (upon receipt
      of a request for release in the form attached to the Custodial Agreement) to
      release to the Sponsor the related Mortgage File and the Trustee shall execute
      and deliver such instruments of transfer or assignment, in each case without
      recourse, representation or warranty, as the Sponsor shall furnish to it and
      as
      shall be necessary to vest in the Sponsor any Mortgage Loan released pursuant
      hereto, and the Trustee shall not have any further responsibility with regard
      to
      such Mortgage File. In lieu of repurchasing any such Mortgage Loan as provided
      above, if so provided in the Mortgage Loan Purchase Agreement, the Sponsor
      may
      cause such Mortgage Loan to be removed from REMIC I (in which case it shall
      become a Deleted Mortgage Loan) and substitute one or more Qualified Substitute
      Mortgage Loans in the manner and subject to the limitations set forth in
      Section 2.03(b) of this Agreement. It is understood and agreed that the
      obligation of the Sponsor to cure or to repurchase (or to substitute for) any
      Mortgage Loan as to which a document is missing, a material defect in a
      constituent document exists or as to which such a breach has occurred and is
      continuing shall constitute the sole remedy respecting such omission, defect
      or
      breach available to the Trustee and the Certificateholders. Notwithstanding
      anything to the contrary contained herein, any breach of a representation or
      warranty contained in clauses (viii), (xxxviii), (xxxix), (xl), (xli), (xlvi),
      (xlvii ), (lvi), (lxi), (lxiv), (lxvii), (lxix) and/or (lxx) of Section 6
      of the Mortgage Loan Purchase Agreement shall be automatically deemed to affect
      materially and adversely the interests of the Certificateholders.

     

    
      
        
        

      

      
        89

        
          

        

      

      
        
        

      

    

     

    In
      addition, promptly upon the earlier of discovery by the Servicer or receipt
      of
      notice by the Servicer of the breach of the representation or covenant of the
      Sponsor set forth in Section 5(xii) of the Mortgage Loan Purchase Agreement
      which materially and adversely affects the interests of the Holders of the
      Class
      P Certificates in any Prepayment Charge, the Servicer shall promptly notify
      the
      Sponsor and the Trustee of such breach. The Trustee shall enforce the
      obligations of the Sponsor under the Mortgage Loan Purchase Agreement to remedy
      such breach to the extent and in the manner set forth in the Mortgage Loan
      Purchase Agreement.

     

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

     

    As
      to any
      Deleted Mortgage Loan for which the Sponsor substitutes a Qualified Substitute
      Mortgage Loan or Loans, such substitution shall be effected by the Sponsor
      delivering to the Trustee or the Custodian on behalf of the Trustee, for such
      Qualified Substitute Mortgage Loan or Loans, the Mortgage Note, the Mortgage,
      the Assignment to the Trustee, and such other documents and agreements, with
      all
      necessary endorsements thereon, as are required by Section 2 of the
      Custodial Agreement, as applicable, together with an Officers’ Certificate
      providing that each such Qualified Substitute Mortgage Loan satisfies the
      definition thereof and specifying the Substitution Shortfall Amount (as
      described below), if any, in connection with such substitution. The Custodian
      on
      behalf of the Trustee shall acknowledge receipt of such Qualified Substitute
      Mortgage Loan or Loans and, within ten (10) Business Days thereafter, review
      such documents and deliver to the Depositor, the Trustee and the Servicer,
      with
      respect to such Qualified Substitute Mortgage Loan or Loans, an initial
      certification pursuant to the Custodial Agreement, with any applicable
      exceptions noted thereon. Within one year of the date of substitution, the
      Custodian on behalf of the Trustee shall deliver to the Depositor, the Trustee
      and the Servicer a final certification pursuant to the Custodial Agreement
      with
      respect to such Qualified Substitute Mortgage Loan or Loans, with any applicable
      exceptions noted thereon. Monthly Payments due with respect to Qualified
      Substitute Mortgage Loans in the month of substitution are not part of REMIC
      I
      and will be retained by the Sponsor. For the month of substitution,
      distributions to Certificateholders will reflect the Monthly Payment due on
      such
      Deleted Mortgage Loan on or before the Due Date in the month of substitution,
      and the Sponsor shall thereafter be entitled to retain all amounts subsequently
      received in respect of such Deleted Mortgage Loan. The Depositor shall give
      or
      cause to be given written notice to the Certificateholders that such
      substitution has taken place, shall amend the Mortgage Loan Schedule to reflect
      the removal of such Deleted Mortgage Loan from the terms of this Agreement
      and
      the substitution of the Qualified Substitute Mortgage Loan or Loans and shall
      deliver a copy of such amended Mortgage Loan Schedule to the Trustee and the
      Servicer. Upon such substitution, such Qualified Substitute Mortgage Loan or
      Loans shall constitute part of the Trust Fund and shall be subject in all
      respects to the terms of this Agreement and the Mortgage Loan Purchase
      Agreement, including all applicable representations and warranties thereof
      included herein or in the Mortgage Loan Purchase Agreement.

     

    
      
        
        

      

      
        90

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    
      
        
        

      

      
        91

        
          

        

      

      
        
        

      

    

     

    (c) Upon
      discovery by the Depositor, the Sponsor, the Servicer or the Trustee that any
      Mortgage Loan does not constitute a “qualified mortgage” within the meaning of
      Section 860G(a)(3) of the Code, the party discovering such fact shall
      within two (2) Business Days give written notice thereof to the other parties.
      In connection therewith, the Sponsor shall repurchase or substitute one or
      more
      Qualified Substitute Mortgage Loans for the affected Mortgage Loan within ninety
      (90) days of the earlier of discovery or receipt of such notice with respect
      to
      such affected Mortgage Loan. Such repurchase or substitution shall be made
      by
      (i) the Sponsor if the affected Mortgage Loan’s status as a non-qualified
      mortgage is or results from a breach of any representation, warranty or covenant
      made by the Sponsor under the Mortgage Loan Purchase Agreement or (ii) the
      Depositor, if the affected Mortgage Loan’s status as a non-qualified mortgage
      does not result from a breach of a representation or warranty. Any such
      repurchase or substitution shall be made in the same manner as set forth in
      Section 2.03(a) of this Agreement. The Trustee shall reconvey to the
      Sponsor the Mortgage Loan to be released pursuant hereto in the same manner,
      and
      on the same terms and conditions, as it would a Mortgage Loan repurchased for
      breach of a representation or warranty.

     

    (d) With
      respect to a breach of the representations made pursuant to Section 5(xii)
      of the Mortgage Loan Purchase Agreement that materially and adversely affects
      the value of such Mortgage Loan or the interest therein of the
      Certificateholders, the Sponsor shall be required to take the actions set forth
      in this Section 2.03 of this Agreement.

     

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

     

    SECTION
      2.04. Representations
      and Warranties of the Master Servicer.

     

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

     

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

     

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

     

    
      
        
        

      

      
        92

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        93

        
          

        

      

      
        
        

      

    

     

    (viii) There
      are
      no affiliations, relationships or transactions relating to the Master Servicer
      of a type that are described under Item 1119 of Regulation AB with the
      Depositor, the Sponsor, the Servicer, the Credit Risk Manager, the Cap
      Counterparty, the Swap Provider, the Trustee or WMC Mortgage Corp.

     

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

     

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

     

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

     

    (i) The
      Servicer is a limited partnership duly organized and validly existing under
      the
      laws of the jurisdiction of its formation, and is duly authorized and qualified
      to transact any and all business contemplated by this Agreement to be conducted
      by the Servicer in any state in which a Mortgaged Property related to a Mortgage
      Loan is located or is otherwise not required under applicable law to effect
      such
      qualification and, in any event, is in compliance with the doing business laws
      of any such State, to the extent necessary to ensure its ability to enforce
      each
      Mortgage Loan and to service the Mortgage Loans in accordance with the terms
      of
      this Agreement;

     

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

     

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

     

    
      
        
        

      

      
        94

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        95

        
          

        

      

      
        
        

      

    

     

    (x) The
      Servicer will not waive any Prepayment Charge other than in accordance with
      the
      standard set forth in Section 3.01.

     

    Notwithstanding
      anything to the contrary contained in this Agreement, if the covenant of the
      Servicer set forth in Section 2.05(x) above is breached, the Servicer will
      pay
      the amount of such waived Prepayment Charge, from its own funds without any
      right of reimbursement, for the benefit of the Holders of the Class P
      Certificates, by depositing such amount into the Collection Account within
      90
      days of the earlier of discovery by the Servicer or receipt of notice by the
      Servicer of such breach; provided, however, the Servicer shall not have any
      obligation to pay the amount of any uncollected Prepayment Charge under this
      Section 2.05 if the Servicer did not have a copy of the related Mortgage Note,
      the Servicer requested a copy of the same from the Custodian in accordance
      with
      the terms of the Custodial Agreement and the Custodian failed to provide such
      a
      copy within the time frame set forth in the Custodial Agreement. Furthermore,
      notwithstanding any other provisions of this Agreement, any payments made by
      the
      Servicer in respect of any waived Prepayment Charges pursuant to this paragraph
      shall be deemed to be paid outside of the Trust Fund.

     

    It
      is
      understood and agreed that the representations, warranties and covenants set
      forth in this Section 2.05 shall survive the resignation or termination of
      the
      parties hereto, the termination of this Agreement and the delivery of the
      Mortgage Files to the Custodian and shall inure to the benefit of the Trustee,
      the Master Servicer, the Securities Administrator, the Depositor, the
      Certificateholders. Upon discovery by any such Person or the Servicer of a
      breach of any of the foregoing representations, warranties and covenants which
      materially and adversely affects the value of any Mortgage Loan, Prepayment
      Charge or the interests therein of the Certificateholders, the party discovering
      such breach shall give prompt written notice (but in no event later than two
      (2)
      Business Days following such discovery) to the Trustee. Subject to Section
      8.01,
      unless such breach shall not be susceptible of cure within ninety (90) days,
      the
      obligation of the Servicer set forth in Section 2.03(e) to cure breaches shall
      constitute the sole remedy against the Servicer available to the
      Certificateholders, the Depositor or the Trustee on behalf of the
      Certificateholders respecting a breach of the representations, warranties and
      covenants contained in this Section 2.05.

     

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

     

    The
      Trustee acknowledges the assignment to it of the Mortgage Loans and the delivery
      to the Custodian on its behalf of the Mortgage Loan Documents, subject to the
      provisions of Section 2.01 and Section 2.02 hereof and Section 2
      of the Custodial Agreement, together with the assignment to it of all other
      assets included in REMIC I, the receipt of which is hereby acknowledged. The
      interests evidenced by the Class R-I Interest, together with the REMIC I Regular
      Interests, constitute the entire beneficial ownership interest in REMIC I.
      The
      rights of the Holders of the Class R-I Interest and REMIC I (as holder of the
      REMIC I Regular Interests) to receive distributions from the proceeds of REMIC
      I
      in respect of the Class R-I Interest and the REMIC I Regular Interests,
      respectively, and all ownership interests evidenced or constituted by the Class
      R-I Interest and the REMIC I Regular Interests, shall be as set forth in this
      Agreement.

     

    
      
        
        

      

      
        96

        
          

        

      

      
        
        

      

    

     

    SECTION
      2.07. Conveyance
      of the REMIC I Regular Interests; Acceptance of REMIC II and REMIC III by the
      Trustee.

     

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

     

    SECTION
      2.08. Issuance
      of the Residual Certificates.

     

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

     

    SECTION
      2.09. Establishment
      of the Trust.

     

    The
      Depositor does hereby establish, pursuant to the further provisions of this
      Agreement and the laws of the State of New York, an express trust to be known,
      for convenience, as “ACE Securities Corp. Home Equity Loan Trust, Series
      2007-WM1” and does hereby appoint HSBC Bank USA, National Association as Trustee
      in accordance with the provisions of this Agreement.

     

    SECTION
      2.10. Purpose
      and Powers of the Trust.

     

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

     

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

     

    
      
        
        

      

      
        97

        
          

        

      

      
        
        

      

    

     

    (b) to
      issue
      the Certificates sold to the Depositor in exchange for the Mortgage
      Loans;

     

    (c) to
      make
      payments on the Certificates;

     

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

     

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

     

    The
      trust
      is hereby authorized to engage in the foregoing activities. The Trustee shall
      not cause the trust to engage in any activity other than in connection with
      the
      foregoing or other than as required or authorized by the terms of this Agreement
      (or those ancillary thereto) while any Certificate is outstanding, and this
      Section 2.10 may not be amended, without the consent of the Certificateholders
      evidencing 51% or more of the aggregate voting rights of the
      Certificates.

     

    SECTION
      2.11. Representations
      and Warranties of the Trustee.

     

    The
      Trustee hereby represents and warrants to the Sponsor and the Depositor, for
      the
      benefit of each of the Certificateholders, that as of the Closing
      Date:

     

    (a) There
      are
      no affiliations relating to the Trustee of a type that are described under
      Item
      1119(a) of Regulation AB; and

     

    (b) There
      are
      no legal proceedings pending or contemplated, including legal proceedings
      pending or contemplated by governmental authorities, against the Trustee that
      could be material to the Certificateholders.

     

    
      
        
        

      

      
        98

        
          

        

      

      
        
        

      

    


    ARTICLE
      III


    ADMINISTRATION
      AND SERVICING

    OF
      THE
      MORTGAGE LOANS; ACCOUNTS

     

    SECTION
      3.01. The
      Servicer to Act as Servicer.

     

    On
      and
      after the Closing Date, the Servicer shall service and administer the Mortgage
      Loans on behalf of the Trust Fund and in the best interests of and for the
      benefit of the Certificateholders (as determined by the Servicer in its
      reasonable judgment) in accordance with the terms of this Agreement and the
      respective Mortgage Loans and all applicable law and regulations and, to the
      extent consistent with such terms, in the same manner in which it services
      and
      administers similar mortgage loans for its own portfolio, giving due
      consideration to customary and usual standards of practice of prudent mortgage
      lenders and loan servicers administering similar mortgage loans but without
      regard to:

     

    (i) any
      relationship that the Servicer or any of its Affiliates may have with the
      related Mortgagor;

     

    (ii) the
      ownership of any Certificate by the Servicer or any of its
      Affiliates;

     

    (iii) the
      Servicer’s obligation to make P&I Advances or Servicing Advances;
      or

     

    (iv) the
      Servicer’s right to receive compensation for its services
      hereunder.

     

    To
      the
      extent consistent with the foregoing, the Servicer shall also seek to maximize
      the timely and complete recovery of principal and interest on the related
      Mortgage Notes and shall waive (or permit a Sub-Servicer to waive) a Prepayment
      Charge only under the following circumstances: (i) such waiver is standard
      and
      customary in servicing similar Mortgage Loans and such waiver is related to
      a
      default or reasonably foreseeable default and would, in the reasonable judgment
      of the Servicer, maximize recovery of total proceeds taking into account the
      value of such Prepayment Charge and the related Mortgage Loan and, if such
      waiver is made in connection with a refinancing of the related Mortgage Loan,
      such refinancing is related to a default or a reasonably foreseeable default,
      (ii) such Prepayment Charge is unenforceable in accordance with applicable
      law
      or the collection of such related Prepayment Charge would otherwise violate
      applicable law or (iii) the collection of such Prepayment Charge would be
      considered “predatory” pursuant to written guidance published or issued by any
      applicable federal, state or local regulatory authority acting in its official
      capacity and having jurisdiction over such matters. Notwithstanding any
      provision in this Agreement to the contrary, in the event the Prepayment Charge
      payable under the terms of the Mortgage Note is less than the amount of the
      Prepayment Charge set forth in the Prepayment Charge Schedule or other
      information provided to the Servicer, the Servicer and the Master Servicer
      shall
      not have any liability or obligation with respect to such difference (including
      any obligation to recalculate any Prepayment Charges), and in addition shall
      not
      have any liability or obligation to pay the amount of any uncollected Prepayment
      Charge if the failure to collect such amount is the direct result of inaccurate
      or incomplete information on the Prepayment Charge Schedule.

     

    
      
        
        

      

      
        99

        
          

        

      

      
        
        

      

    

     

    Subject
      only to the above-described servicing standards (the “Accepted Servicing
      Practices”) and the terms of this Agreement and of the Mortgage Loans, the
      Servicer shall have full power and authority, to do or cause to be done any
      and
      all things in connection with such servicing and administration which it may
      deem necessary or desirable with the goal of maximizing proceeds of the Mortgage
      Loan. Without limiting the generality of the foregoing, the Servicer in its
      own
      name is hereby authorized and empowered by the Trustee when the Servicer
      believes it appropriate in its best judgment, to execute and deliver, on behalf
      of the Trust Fund, the Certificateholders and the Trustee or any of them, and
      upon written notice to the Trustee, any and all instruments of satisfaction
      or
      cancellation, or of partial or full release or discharge or subordination,
      and
      all other comparable instruments, with respect to the related Mortgage Loans
      and
      the related Mortgaged Properties and to institute foreclosure proceedings or
      obtain a deed-in-lieu of foreclosure so as to convert the ownership of such
      properties, and to hold or cause to be held title to such properties, on behalf
      of the Trustee, for the benefit of the Trust Fund and the Certificateholders.
      The Servicer shall service and administer the related Mortgage Loans in
      accordance with applicable state and federal law and shall provide to the
      Mortgagors any reports required to be provided to them thereby. The Servicer
      shall also comply in the performance of this Agreement with all reasonable
      rules
      and requirements of each insurer under any standard hazard insurance policy.
      Subject to Section 3.14, the Trustee shall execute, at the written request
      of
      the Servicer, and furnish to the Servicer a power of attorney in the form of
      Exhibit
      D
      hereto
      and other documents necessary or appropriate to enable the Servicer to carry
      out
      its servicing and administrative duties hereunder, and furnished to the Trustee
      by the Servicer, and the Trustee shall not be liable for the actions of the
      Servicer under such powers of attorney and shall be indemnified by the Servicer
      for any cost, liability or expense incurred by the Trustee in connection with
      the Servicer’s use or misuse of any such power of attorney.

     

    The
      Servicer is hereby authorized and empowered in its own name or in the name
      of a
      Sub-Servicer, when the Servicer or such Sub-Servicer, as the case may be,
      believes it is appropriate in its best judgment to register any Mortgage Loan
      on
      the MERS® System, or cause the removal from the registration of any Mortgage
      Loan on the MERS® System, to execute and deliver, on behalf of the Trustee and
      the Certificateholders or any of them, any and all instruments of assignment
      and
      other comparable instruments with respect to such assignment or re-recording
      of
      a Mortgage in the name of MERS, solely as nominee for the Trustee and its
      successors and assigns. Any reasonable expenses incurred in connection with
      the
      actions described in the preceding sentence or as a result of MERS discontinuing
      or becoming unable to continue operations in connection with the MERS® System,
      shall be reimbursable by the Trust Fund to the Servicer.

     

    In
      accordance with Accepted Servicing Practices, the Servicer shall make or cause
      to be made Servicing Advances as necessary for the purpose of effecting the
      payment of taxes and assessments on the Mortgaged Properties, which Servicing
      Advances shall be reimbursable in the first instance from related collections
      from the related Mortgagors pursuant to Section 3.07 of this Agreement, and
      further as provided in Section 3.09 of this Agreement; provided, however, the
      Servicer shall only make such Servicing Advance if the related Mortgagor has
      not
      made such payment and if the failure to make such Servicing Advance would result
      in the loss of the related Mortgaged Property due to a tax sale or foreclosure
      as result of a tax lien; provided, however, that the Servicer shall be required
      to make such Servicing Advances only to the extent that such Servicing Advances,
      in the good faith judgment of the Servicer, will be recoverable by the Servicer
      out of Insurance Proceeds, Liquidation Proceeds, or otherwise out of the
      proceeds of the related Mortgage Loan. Any cost incurred by the Servicer in
      effecting the payment of taxes and assessments on a Mortgaged Property shall
      not, for the purpose of calculating the Stated Principal Balance of such
      Mortgage Loan or distributions to Certificateholders, be added to the unpaid
      principal balance of the related Mortgage Loan, notwithstanding that the terms
      of such Mortgage Loan so permit. The parties to this Agreement acknowledge
      that
      Servicing Advances shall be reimbursable pursuant to Section 3.09 of this
      Agreement, and agree that no Servicing Advance shall be rejected or disallowed
      by any party unless it has been shown that such Servicing Advance was not made
      in accordance with
      the
      terms of this Agreement. 

     

    
      
        
        

      

      
        100

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      the foregoing, the parties understand and agree that, with respect to any
      Mortgage Loan (1) the Master Servicer shall not approve the reimbursement of
      any
      Servicing Advance made with respect to such Mortgage Loan prior to the Cut-off
      Date (each, a “Pre-Cut-off Date Advance”) unless and until it has received a
      Servicing Advance Schedule listing the amount of Pre-Cut-off Date Advances
      made
      in respect of such Mortgage Loan from (a) the Servicer with respect to any
      Mortgage Loans that were transferred to the Servicer prior to the Cut-off Date
      and/or (b) the Depositor with respect to any Mortgage Loans that were
      transferred to the Servicer after the Cut-off Date, (2) the aggregate
      Pre-Cut-off Date Advances reimbursable hereunder with respect to such Mortgage
      Loan shall not exceed the amount of Pre-Cut-off Date Advances for such Mortgage
      Loan shown on the Servicing Advance Schedule delivered to the Master Servicer,
      (3) the Depositor shall be deemed to have agreed with and approved the
      Pre-Cut-off Date Advances shown on any Servicing Advance Schedule furnished
      to
      the Master Servicer, and (4) the Master Servicer will have no liability to
      the
      Depositor, the Servicer or any other Person, including any Certificateholder,
      for approving reimbursement of related Pre-Cut-off Date Advances so long as
      the
      aggregate amount of such advances reimbursed hereunder does not exceed of the
      amount of Pre-Cut-off Date Advances for such Mortgage Loan shown on the
      Servicing Advance Schedule.

     

    Notwithstanding
      anything in this Agreement to the contrary, the Servicer may not make any future
      advances with respect to a Mortgage Loan and shall not permit any modification
      with respect to any Mortgage Loan that would change the Mortgage Rate, reduce
      or
      increase the principal balance (except for reductions resulting from actual
      payments of principal) or change the final maturity date on such Mortgage Loan
      (unless, as provided in Section 3.06 of this Agreement, the related
      Mortgagor is in default with respect to the related Mortgage Loan or such
      default is, in the judgment of the Servicer, reasonably foreseeable) or any
      modification, waiver or amendment of any term of any Mortgage Loan that would
      both (A) effect an exchange or reissuance of such Mortgage Loan under
      Section 1001 of the Code (or final, temporary or proposed Treasury
      regulations promulgated thereunder) and (B) cause any Trust REMIC created
      hereunder to fail to qualify as a REMIC under the Code or the imposition of
      any
      tax on “prohibited transactions” or “contributions after the startup date” under
      the REMIC Provisions.

     

    In
      the
      event that the Mortgage Loan Documents relating to a Mortgage Loan contain
      provisions requiring the related Mortgagor to arbitrate disputes (at the option
      of the Trustee, on behalf of the Trust), the Trustee hereby authorizes the
      Servicer to waive the Trustee’s right or option to arbitrate disputes and to
      send written notice of such waiver to the Mortgagor, although the Mortgagor
      may
      still require arbitration at its option.

     

    
      
        
        

      

      
        101

        
          

        

      

      
        
        

      

    

     

    The
      Servicer will fully furnish, in accordance with the Fair Credit Reporting Act
      and its implementing regulations, accurate and complete information (e.g.,
      favorable and unfavorable) on its borrower credit files to Equifax, Experian
      and
      Trans Union Credit Information Company or their successors on a monthly
      basis.

     

    SECTION
      3.02. Sub-Servicing
      Agreements Between the Servicer and Sub-Servicers.

     

    (a) The
      Servicer may arrange for the subservicing of any Mortgage Loan by a Sub-
      Servicer pursuant to a Sub-Servicing Agreement; provided that such sub-servicing
      arrangement and the terms of the related Sub-Servicing Agreement must provide
      for the servicing of such Mortgage Loans in a manner consistent with the
      servicing arrangements contemplated hereunder. If required by Regulation AB,
      the
      Servicer shall cause any Sub-Servicer used by the Servicer (or by any
      Sub-Servicer) for the benefit of the Master Servicer and the Depositor to comply
      with the provisions of this Section and with Sections 3.17, 3.18, 3.19(g) and
      3.27 of this Agreement (provided, however, that the Servicer acknowledges that
      it shall cause any Sub-Servicer to comply with Section 3.19(a) although it
      is
      not required by Regulation AB to comply with Section 3.19(a)), and to provide
      the information required with respect to such Sub-Servicer under Section 3.19(f)
      of this Agreement. The Servicer shall be responsible for obtaining from each
      Sub-Servicer and delivering to the Master Servicer any annual statement of
      compliance, assessment of compliance, attestation report and Sarbanes-Oxley
      related certification as and when required to be delivered. Each Sub-Servicer
      shall be (i) authorized to transact business in the state or states where the
      related Mortgaged Properties it is to service are situated, if and to the extent
      required by applicable law to enable the Sub-Servicer to perform its obligations
      hereunder and under the Sub-Servicing Agreement and (ii) a Freddie Mac or Fannie
      Mae approved mortgage servicer. Notwithstanding the provisions of any
      Sub-Servicing Agreement, any of the provisions of this Agreement relating to
      agreements or arrangements between the Servicer or a Sub-Servicer or reference
      to actions taken through the Servicer or otherwise, the Servicer shall remain
      obligated and liable to the Depositor, the Trustee and the Certificateholders
      for the servicing and administration of the Mortgage Loans in accordance with
      the provisions of this Agreement without diminution of such obligation or
      liability by virtue of such Sub-Servicing Agreements or arrangements or by
      virtue of indemnification from the Sub-Servicer and to the same extent and
      under
      the same terms and conditions as if the Servicer alone were servicing and
      administering the Mortgage Loans. Every Sub-Servicing Agreement entered into
      by
      the Servicer shall contain a provision giving the successor servicer the option
      to terminate such agreement in the event a successor servicer is appointed.
      All
      actions of each Sub-Servicer performed pursuant to the related Sub-Servicing
      Agreement shall be performed as an agent of the Servicer with the same force
      and
      effect as if performed directly by the Servicer.

     

    (b) If
      required by Regulation AB, the Servicer shall promptly, upon request, provide
      to
      the Master Servicer and the Depositor a written description of the role and
      function of each Subcontractor utilized by the Servicer or any Sub-Servicer,
      specifying (i) the identity of each such Subcontractor (ii) which (if any)
      of
      such Subcontractors are Servicing Function Participants, and (iii) which
      elements of the Servicing Criteria will be addressed in assessments of
      compliance provided by each Subcontractor identified pursuant to clause (ii)
      of
      this subsection; provided, however, that the Servicer shall not be required
      to
      provide the information in clauses (i) or (ii) of this subsection until such
      time that the applicable assessment of compliance is due pursuant to Section
      3.18 of this Agreement. The use by the Servicer of any such Subcontractor shall
      not release the Servicer from any of its obligations hereunder and the Servicer
      shall remain responsible hereunder for all acts and omissions of such
      Subcontractor as fully as if such acts and omissions were those of the Servicer,
      and the Servicer shall pay all fees and expenses of the Subcontractor from
      the
      Servicer’s own funds.

     

    
      
        
        

      

      
        102

        
          

        

      

      
        
        

      

    

     

    (c) The
      Servicer shall cause any Servicing Function Participant for the benefit of
      the
      Master Servicer, the Trustee and the Depositor to comply with the provisions
      of
      Sections 3.18 and 3.19 of this Agreement. The Servicer shall be responsible
      for
      obtaining from each such Servicing Function Participant and delivering to the
      Master Servicer, the Trustee and the Depositor any assessment of compliance,
      attestation report and Sarbanes-Oxley related certification required to be
      delivered by such Subcontractor under Sections 3.18 and 3.19, in each case
      as
      and when required to be delivered.

     

    (d) For
      purposes of this Agreement, the Servicer shall be deemed to have received any
      collections, recoveries or payments with respect to the Mortgage Loans that
      are
      received by a Sub-Servicer regardless of whether such payments are remitted
      by
      the Sub-Servicer to the Servicer. 

     

    SECTION
      3.03. Successor
      Sub-Servicers.

     

    Any
      Sub-Servicing Agreement shall provide that the Servicer shall be entitled to
      terminate any Sub-Servicing Agreement and to either itself directly service
      the
      related Mortgage Loans or enter into a Sub-Servicing Agreement with a successor
      Sub-Servicer which qualifies under Section 3.02. Any Sub-Servicing Agreement
      shall include the provision that such agreement may be immediately terminated
      as
      soon as is reasonably possible by any successor to the Servicer without fee
      or,
      in the event a termination fee exists, such fee shall be payable by the Servicer
      from its own funds without reimbursement therefor, in accordance with the terms
      of this Agreement, in the event that the Servicer (or any successor to the
      Servicer) shall, for any reason, no longer be the Servicer of the related
      Mortgage Loans (including termination due to the Servicer Event of Default).
      The
      Servicer shall be entitled to enter into an agreement with its Sub-Servicer
      and
      Subcontractor for indemnification of the Servicer or Subcontractor, as
      applicable, by such Sub-Servicer and nothing contained in this Agreement shall
      be deemed to limit or modify such indemnification.

     

    SECTION
      3.04. No
      Contractual Relationship Between Sub-Servicer, Subcontractor, Master Servicer,
      Trustee or the Certificateholders.

     

    Any
      Sub-Servicing Agreement and any other transactions or services relating to
      the
      Mortgage Loans involving a Sub-Servicer or a Subcontractor, as applicable shall
      be deemed to be between the Sub-Servicer and the Servicer or Subcontractor,
      as
      applicable alone and the Master Servicer, the Trustee and the Certificateholders
      shall not be deemed parties thereto and shall have no claims, rights,
      obligations, duties or liabilities with respect to any Sub-Servicer or
      Subcontractor except as set forth in Section 3.05 of this
      Agreement.

     

    
      
        
        

      

      
        103

        
          

        

      

      
        
        

      

    

     

    SECTION
      3.05. Assumption
      or Termination of Sub-Servicing Agreement by Successor Servicer.

     

    In
      connection with the assumption of the responsibilities, duties and liabilities
      and of the authority, power and rights of the Servicer hereunder by a successor
      servicer pursuant to Section 8.02, it is understood and agreed that the
      Servicer’s rights and obligations under any Sub-Servicing Agreement then in
      force between the Servicer and a Sub-Servicer shall be assumed simultaneously
      by
      such successor servicer without act or deed on the part of such successor
      servicer; provided, however, that any successor servicer may terminate the
      Sub-Servicer.

     

    The
      Servicer shall, upon the reasonable request of the Master Servicer, but at
      its
      own expense, deliver to the assuming party documents and records relating to
      each Sub-Servicing Agreement and an accounting of amounts collected and held
      by
      it and otherwise use its best efforts to effect the orderly and efficient
      transfer of the Sub-Servicing Agreements to the assuming party.

     

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

     

    SECTION
      3.06. Collection
      of Certain Mortgage Loan Payments.

     

    The
      Servicer shall make reasonable efforts to collect all payments called for under
      the terms and provisions of the Mortgage Loans, and shall, to the extent such
      procedures shall be consistent with this Agreement and Accepted Servicing
      Practices, follow such collection procedures as it would follow with respect
      to
      mortgage loans comparable to the Mortgage Loans and held for its own account.
      Consistent with the foregoing, the Servicer may in its discretion (i) waive
      any
      late payment charge or, if applicable, penalty interest or (ii) extend the
      due
      dates for the Monthly Payments due on a Mortgage Note related to a Mortgage
      Loan
      for a period of not greater than 180 days; provided that any extension pursuant
      to this clause shall not affect the amortization schedule of any Mortgage Loan
      for purposes of any computation hereunder. Notwithstanding the foregoing, in
      the
      event that any Mortgage Loan is in default or, in the judgment of the Servicer,
      such default is reasonably foreseeable, the Servicer, consistent with Accepted
      Servicing Practices may waive, modify or vary any term of such Mortgage Loan
      (including, but not limited to, modifications that change the Mortgage Rate,
      forgive the payment of principal or interest or extend the final maturity date
      of such Mortgage Loan), accept payment from the related Mortgagor of an amount
      less than the Stated Principal Balance in final satisfaction of such Mortgage
      Loan, or consent to the postponement of strict compliance with any such term
      or
      otherwise grant indulgence to any Mortgagor if in the Servicer’s determination
      such waiver, modification, postponement or indulgence is not materially adverse
      to the interests of the Certificateholders (taking into account any estimated
      Realized Loss that might result absent such action). 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.

     

    
      
        
        

      

      
        104

        
          

        

      

      
        
        

      

    

     

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

     

    To
      the
      extent the terms of a Mortgage provide for Escrow Payments, the Servicer shall
      establish and maintain one or more accounts (the “Servicing Accounts”), into
      which all collections from the Mortgagors (or related advances from
      Sub-Servicers) for the payment of taxes, assessments, fire, flood, and hazard
      insurance premiums, and comparable items for the account of the Mortgagors
      (“Escrow Payments”) shall be deposited and retained. Servicing Accounts shall be
      Eligible Accounts. The Servicer shall deposit in the clearing account in which
      it customarily deposits payments and collections on mortgage loans in connection
      with its mortgage loan servicing activities on a daily basis, and in no event
      more than one (1) Business Day after the Servicer’s receipt thereof, all Escrow
      Payments collected on account of the Mortgage Loans and shall thereafter deposit
      such Escrow Payments in the Servicing Accounts, in no event later than the
      second Business Day after the deposit of good funds into the clearing account,
      and retain therein, all Escrow Payments collected on account of the Mortgage
      Loans, for the purpose of effecting the timely payment of any such items as
      required under the terms of this Agreement. Withdrawals of amounts from a
      Servicing Account may be made by the Servicer only to (i) effect timely payment
      of taxes, assessments, fire, flood, and hazard insurance premiums, and
      comparable items; (ii) reimburse itself out of related collections for any
      Servicing Advances made pursuant to Section 3.01 (with respect to taxes and
      assessments) and Section 3.11 (with respect to fire, flood and hazard
      insurance); (iii) refund to Mortgagors any sums as may be determined to be
      overages; (iv) for application to restore or repair the related Mortgaged
      Property in accordance with Section 3.11; (v) pay interest, if required and
      as
      described below, to Mortgagors on balances in the Servicing Account; or, only
      to
      the extent not required to be paid to the related Mortgagors, to pay itself
      interest on balances in the Servicing Account; or (vi) clear and terminate
      the
      Servicing Account at the termination of the Servicer’s obligations and
      responsibilities in respect of the Mortgage Loans under this Agreement in
      accordance with Article X. As part of its servicing duties, the Servicer shall
      pay to the Mortgagors interest on funds in Servicing Accounts, to the extent
      required by law and, to the extent that interest earned on funds in the
      Servicing Accounts is insufficient, to pay such interest from its own funds,
      without any reimbursement therefor. Notwithstanding the foregoing, the Servicer
      shall not be obligated to collect Escrow Payments if the related Mortgage Loan
      does not require such payments but the Servicer shall nevertheless be obligated
      to make Servicing Advances as provided in Section 3.01 and Section 3.11. In
      the
      event the Servicer shall deposit in the Servicing Accounts any amount not
      required to be deposited therein, it may at any time withdraw such amount from
      the Servicing Accounts, any provision to the contrary
      notwithstanding.

     

    To
      the
      extent that a Mortgage does not provide for Escrow Payments, the Servicer (i)
      shall determine whether any such payments are made by the Mortgagor in a manner
      and at a time that is necessary to avoid the loss of the Mortgaged Property
      due
      to a tax sale or the foreclosure as a result of a tax lien and (ii) shall ensure
      that all insurance required to be maintained on the Mortgaged Property pursuant
      to this Agreement is maintained. If any such payment has not been made and
      the
      Servicer receives notice of a tax lien with respect to the Mortgage Loan being
      imposed, the Servicer shall, promptly and to the extent required to avoid loss
      of the Mortgaged Property, advance or cause to be advanced funds necessary
      to
      discharge such lien on the Mortgaged Property unless the Servicer determines
      the
      advance to be nonrecoverable. The Servicer assumes full responsibility for
      the
      payment of all such bills and shall effect payments of all such bills
      irrespective of the Mortgagor’s faithful performance in the payment of same or
      the making of the Escrow Payments and shall make Servicing Advances to effect
      such payments subject to its determination of recoverability.

     

    
      
        
        

      

      
        105

        
          

        

      

      
        
        

      

    

     

    SECTION
      3.08. Collection
      Account and Distribution Account.

     

    (a) On
      behalf
      of the Trust Fund, the Servicer shall establish and maintain one or more
“Collection Accounts”, held in trust for the benefit of the Trustee and the
      Certificateholders. On behalf of the Trust Fund, the Servicer shall deposit
      or
      cause to be deposited in the clearing account in which it customarily deposits
      payments and collections on mortgage loans in connection with its mortgage
      loan
      servicing activities on a daily basis, and in no event more than one Business
      Day after the Servicer’s receipt thereof, and shall thereafter deposit in the
      Collection Account, in no event later than two Business Days after the deposit
      of good funds into the clearing account, as and when received or as otherwise
      required hereunder, the following payments and collections received or made
      by
      it on or subsequent to the Cut-off Date other than amounts attributable to
      a Due
      Date on or prior to the Cut-off Date:

     

    (i) all
      payments on account of principal, including Principal Prepayments, on the
      Mortgage Loans;

     

    (ii) all
      payments on account of interest (net of the related Servicing Fee and any
      Prepayment Interest Excess) on each Mortgage Loan;

     

    (iii) all
      Insurance Proceeds and Liquidation Proceeds (other than proceeds collected
      in
      respect of any particular REO Property) and all Subsequent Recoveries with
      respect to the Mortgage Loans;

     

    (iv) any
      amounts required to be deposited by the Servicer pursuant to Section 3.10
      of this Agreement in connection with any losses realized on Permitted
      Investments with respect to funds held in the Collection Account;

     

    (v) any
      amounts required to be deposited by the Servicer pursuant to the second
      paragraph of Section 3.11(a) of this Agreement in respect of any blanket
      policy deductibles;

     

    (vi) any
      Purchase Price or Substitution Shortfall Amount delivered to the Servicer and
      all proceeds (net of amounts payable or reimbursable to the Servicer, the Master
      Servicer, the Trustee, the Custodian or the Securities Administrator) of
      Mortgage Loans purchased in accordance with Section 2.03, Section 3.13
      or Section 10.01 of this Agreement; and

     

    (vii) any
      Prepayment Charges collected by the Servicer in connection with the Principal
      Prepayment of any of the Mortgage Loans or amounts required to be deposited
      by
      the Servicer in connection with a breach of its obligations under Section
      2.05.

     

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

     

    
      
        
        

      

      
        106

        
          

        

      

      
        
        

      

    

     

    (b) On
      behalf
      of the Trust Fund, the Securities Administrator shall establish and maintain
      one
      or more accounts (such account or accounts, the “Distribution Account”), held in
      trust for the benefit of the Trustee, the Trust Fund and the Certificateholders.
      On behalf of the Trust Fund, the Servicer shall deliver to the Securities
      Administrator in immediately available funds for deposit in the Distribution
      Account on the Servicer Remittance Date, that portion of the Available
      Distribution Amount (calculated without regard to the references in clause
      (2)
      of the definition thereof to amounts that may be withdrawn from the Distribution
      Account) for the related Distribution Date then on deposit in the Collection
      Account and the amount of all Prepayment Charges collected by the Servicer
      in
      connection with the Principal Prepayment of any of the Mortgage Loans then
      on
      deposit in the Collection Account and the amount of any funds reimbursable
      to an
      Advance Financing Person pursuant to Section 3.25 of this Agreement. If the
      balance on deposit in the Collection Account exceeds $100,000 as of the
      commencement of business on any Business Day and the Collection Account
      constitutes an Eligible Account solely pursuant to clause (ii) of the definition
      of “Eligible Account,” the Servicer shall, on or before 5:00 p.m. New York time
      on such Business Day, withdraw from the Collection Account any and all amounts
      payable or reimbursable to the Depositor, the Servicer, the Trustee, the Master
      Servicer, the Securities Administrator or the Sponsor pursuant to Section 3.09
      of this Agreement and shall pay such amounts to the Persons entitled thereto
      or
      shall establish a separate Collection Account (which shall also be an Eligible
      Account) and withdraw from the existing Collection Account the amount on deposit
      therein in excess of $100,000 and deposit such excess in the newly created
      Collection Account.

     

    With
      respect to any remittance received by the Securities Administrator on or after
      the first Business Day following the Business Day on which such payment was
      due,
      the Securities Administrator shall send written notice thereof to the Servicer.
      The Servicer shall pay to the Securities Administrator interest on any such
      late
      payment by the Servicer at an annual rate equal to Prime Rate (as defined in
      The
      Wall Street Journal)
      plus
      one percentage point, but in no event greater than the maximum amount permitted
      by applicable law. Such interest shall be paid by the Servicer to the Securities
      Administrator on the date such late payment is made and shall cover the period
      commencing with the day following the Servicer Remittance Date and ending with
      the Business Day on which such payment is made, both inclusive. The payment
      by
      the Servicer of any such interest, or the failure of the Securities
      Administrator to notify the Servicer of such interest, shall not be deemed
      an
      extension of time for payment or a waiver of any Event of Default by the
      Servicer.

     

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

     

    
      
        
        

      

      
        107

        
          

        

      

      
        
        

      

    

     

    (d) Funds
      held in the Collection Account at any time may be delivered by the Servicer
      in
      immediately available funds to the Securities Administrator for deposit in
      the
      Distribution Account. In the event the Servicer shall deliver to the Securities
      Administrator for deposit in the Distribution Account any amount not required
      to
      be deposited therein, it may at any time request that the Securities
      Administrator withdraw such amount from the Distribution Account and remit
      to it
      any such amount, any provision herein to the contrary notwithstanding. In no
      event shall the Securities Administrator incur liability as a result of
      withdrawals from the Distribution Account at the direction of the Servicer
      in
      accordance with the immediately preceding sentence. In addition, the Servicer
      shall deliver to the Securities Administrator no later than the Servicer
      Remittance Date the amounts set forth in clauses (i) through (iv)
      below:

     

    (i) any
      P&I Advances, as required pursuant to Section 5.03 of this
      Agreement;

     

    (ii) any
      amounts required to be deposited pursuant to Section 3.21(d) or 3.21(f) of
      this
      Agreement in connection with any related REO Property;

     

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

     

    (iv) any
      amounts required to be deposited pursuant to Section 3.22 of this Agreement
      in
      connection with any Prepayment Interest Shortfalls.

     

    SECTION
      3.09. Withdrawals
      from the Collection Account and Distribution Account.

     

    (a) The
      Servicer shall, from time to time, make withdrawals from the Collection Account
      for any of the following purposes or as described in Section 5.03 of this
      Agreement:

     

    (i) to
      remit
      to the Securities Administrator for deposit in the Distribution Account the
      amounts required to be so remitted pursuant to Section 3.08(b) of this
      Agreement or permitted to be so remitted pursuant to the first sentence of
      Section 3.08(d) of this Agreement;

     

    (ii) subject
      to Section 3.13(d) of this Agreement, to reimburse itself (including any
      successor Servicer) for P&I Advances made by it, but only to the extent of
      amounts received which represent Late Collections (net of the related Servicing
      Fees) of Monthly Payments on related Mortgage Loans with respect to which such
      P&I Advances were made in accordance with the provisions of
      Section 5.03;

     

    (iii) subject
      to Section 3.13(d) of this Agreement, to pay itself any unpaid Servicing
      Fees and reimburse itself any unreimbursed Servicing Advances with respect
      to
      each related Mortgage Loan, but only to the extent of any Liquidation Proceeds
      and Insurance Proceeds received with respect to such related Mortgage Loan
      or
      rental or other income from the related REO Property;

     

    
      
        
        

      

      
        108

        
          

        

      

      
        
        

      

    

     

    (iv) to
      pay to
      itself as servicing compensation (in addition to the Servicing Fee or portion
      thereof payable to the Servicer) on the Servicer Remittance Date any interest
      or
      investment income earned on funds deposited in the Collection
      Account;

     

    (v) to
      pay to
      itself or the Sponsor, as the case may be, with respect to each related Mortgage
      Loan that has previously been purchased or replaced pursuant to
      Section 2.03 or Section 3.13(c) of this Agreement all amounts received
      thereon not included in the Purchase Price or the Substitution Shortfall
      Amount;

     

    (vi) to
      reimburse itself (including any successor to the Servicer) for

     

    (A) any
      P&I Advance or Servicing Advance previously made by it which the Servicer
      has determined to be a Nonrecoverable P&I Advance or a Nonrecoverable
      Servicing Advance in accordance with the provisions of Section 5.03 of this
      Agreement provided however, that the Servicer shall not be entitled to
      reimbursement for any Servicing Advance made prior to the Cut-off Date if the
      Servicer determines that such Servicing Advance constitutes a Nonrecoverable
      Servicing Advance of this Agreement; 

     

    (B) any
      unpaid Servicing Fees to the extent not recoverable from Liquidation Proceeds,
      Insurance Proceeds or other amounts received with respect to the related
      Mortgage Loan under Section 3.06(a)(iii) of this Agreement; or

     

    (C) any
      P&I Advance or Servicing Advance made with respect to a delinquent Mortgage
      Loan which Mortgage Loan has been modified by the Servicer in accordance with
      the terms of this Agreement; provided that the Servicer shall only reimburse
      itself for such P&I Advances and Servicing Advances at the time of such
      modification or as otherwise provided in this Section 3.09;

     

    (vii) to
      reimburse itself or the Depositor for expenses incurred by or reimbursable
      to
      itself or the Depositor, as the case may be, pursuant to Section 3.01 or Section
      7.03 of this Agreement;

     

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

     

    
      
        
        

      

      
        109

        
          

        

      

      
        
        

      

    

     

    (ix) to
      pay,
      or to reimburse itself for advances in respect of, expenses incurred in
      connection with any related Mortgage Loan pursuant to Section 3.13(b) of this
      Agreement; 

     

    (x) to
      pay to
      itself any Prepayment Interest Excess on the related Mortgage Loans to the
      extent not retained pursuant to Section 3.08(a)(ii)) of this Agreement;
      and

     

    (xi) to
      clear
      and terminate the Collection Account pursuant to Section 10.01 of this
      Agreement.

     

    The
      Servicer shall keep and maintain separate accounting, on a Mortgage Loan by
      Mortgage Loan basis, for the purpose of justifying any withdrawal from the
      Collection Account, to the extent held by or on behalf of it, pursuant to
      subclauses (ii), (iii), (v), (vi), (vii), (viii), (ix) and (x)
      above.

     

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

     

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

     

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

     

    (iii) to
      reimburse itself or the Master Servicer pursuant to Section 8.02 of this
      Agreement;

     

    (iv) to
      pay
      any Net Swap Payment or Swap Termination Payment payable to the Supplemental
      Interest Trust (unless the Swap Provider is the sole Defaulting Party or the
      sole Affected Party (as defined in the Swap Agreement)) owed to the Swap
      Provider;

     

    (v) to
      pay
      any amounts in respect of taxes pursuant to Section 11.01(g)(v) of this
      Agreement;

     

    (vi) to
      pay
      the Master Servicing Fee to the Master Servicer;

     

    (vii) to
      pay
      the Credit Risk Management Fee to the Credit Risk Manager; and

     

    (viii) to
      clear
      and terminate the Distribution Account pursuant to Section 10.01 of this
      Agreement.

     

    
      
        
        

      

      
        110

        
          

        

      

      
        
        

      

    

     

    SECTION
      3.10. Investment
      of Funds in the Investment Accounts.

     

    (a) The
      Servicer may direct, by means of written directions (which may be standing
      directions), any Depository Institution maintaining the Collection Account
      to
      invest the funds in the Collection Account (for purposes of this Section 3.10,
      an “Investment Account”) in one or more Permitted Investments bearing interest
      or sold at a discount, and maturing, unless payable on demand, (i) no later
      than
      the Business Day immediately preceding the date on which such funds are required
      to be withdrawn from such account pursuant to this Agreement, if a Person other
      than the Securities Administrator is the obligor thereon, and (ii) no later
      than
      the date on which such funds are required to be withdrawn from such account
      pursuant to this Agreement, if the Securities Administrator is the obligor
      on
      such Permitted Investment. Amounts in the Distribution Account may be invested
      in Permitted Investments as directed in writing by the Master Servicer and
      maturing, unless payable on demand, (i) no later than the Business Day
      immediately preceding the date on which such funds are required to be withdrawn
      from such account pursuant to this Agreement, if a Person other than the
      Securities Administrator is the obligor thereon, and (ii) no later than the
      date
      on which such funds are required to be withdrawn from such account pursuant
      to
      this Agreement, if the Securities Administrator is the obligor thereon. All
      such
      Permitted Investments shall be held to maturity, unless payable on demand.
      Any
      investment of funds shall be made in the name of the Trustee (in its capacity
      as
      such) or in the name of a nominee of the Trustee. The Securities Administrator
      shall be entitled to sole possession over each such investment in the
      Distribution Account and, subject to subsection (b) below, the income thereon,
      and any certificate or other instrument evidencing any such investment shall
      be
      delivered directly to the Securities Administrator or its agent, together with
      any document of transfer necessary to transfer title to such investment to
      the
      Trustee or its nominee. In the event amounts on deposit in the Collection
      Account are at any time invested in a Permitted Investment payable on demand,
      the party with investment discretion over such Investment Account
      shall:

     

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

     

    (y) demand
      payment of all amounts due thereunder promptly upon receipt by such party of
      written notice from the Servicer that such Permitted Investment would not
      constitute a Permitted Investment in respect of funds thereafter on deposit
      in
      the Investment Account.

     

    (b) All
      income and gain realized from the investment of funds deposited in the
      Collection Account shall be for the benefit of the Servicer and shall be subject
      to its withdrawal in accordance with Section 3.09. The Servicer shall deposit
      in
      the Collection Account the amount of any loss incurred in respect of any such
      Permitted Investment made with funds in such account immediately upon
      realization of such loss. All earnings and gain realized from the investment
      of
      funds deposited in the Distribution Account shall be for the benefit of the
      Master Servicer. The Master Servicer shall remit from its own funds for deposit
      into the Distribution Account the amount of any loss incurred on Permitted
      Investments in the Distribution Account.

     

    
      
        
        

      

      
        111

        
          

        

      

      
        
        

      

    

     

    (c) Except
      as
      otherwise expressly provided in this Agreement, if any default occurs in the
      making of a payment due under any Permitted Investment, or if a default occurs
      in any other performance required under any Permitted Investment, the Trustee
      may and, subject to Section 9.01 and Section 9.02(a)(v), shall, at the written
      direction of the Servicer, take such action as may be appropriate to enforce
      such payment or performance, including the institution and prosecution of
      appropriate proceedings.

     

    (d) The
      Trustee, the Master Servicer or their respective Affiliates are permitted to
      receive additional compensation that could be deemed to be in the Trustee’s or
      the Master Servicer’s economic self-interest for (i) serving as investment
      adviser, administrator, shareholder servicing agent, custodian or sub-custodian
      with respect to certain of the Permitted Investments, (ii) using Affiliates
      to
      effect transactions in certain Permitted Investments and (iii) effecting
      transactions in certain Permitted Investments. Such compensation shall not
      be
      considered an amount that is reimbursable or payable to the Trustee or the
      Master Servicer pursuant to Section 3.09 or 3.10 or otherwise payable in respect
      of Extraordinary Trust Fund Expenses. Such additional compensation shall not
      be
      an expense of the Trust Fund.

     

    SECTION
      3.11. Maintenance
      of Hazard Insurance, Errors and Omissions and Fidelity Coverage and Primary
      Mortgage Insurance.

     

    (a) The
      terms
      of each Mortgage Note require the related Mortgagor to maintain fire, flood
      and
      hazard insurance policies. To the extent such policies are not maintained,
      the
      Servicer shall cause to be maintained for each Mortgaged Property fire and
      hazard insurance with extended coverage as is customary in the area where the
      Mortgaged Property is located in an amount which is at least equal to the lesser
      of the current principal balance of the related Mortgage Loan and the amount
      necessary to compensate fully for any damage or loss to the improvements which
      are a part of such property on a replacement cost basis, in each case in an
      amount not less than such amount as is necessary to avoid the application of
      any
      coinsurance clause contained in the related hazard insurance policy. The
      Servicer shall also cause to be maintained fire and hazard insurance on each
      REO
      Property with extended coverage as is customary in the area where the Mortgaged
      Property is located in an amount which is at least equal to the lesser of (i)
      the maximum insurable value of the improvements which are a part of such
      property and (ii) the outstanding principal balance of the related Mortgage
      Loan
      (including, with respect to each second lien mortgage loan, the outstanding
      principal balance of the related first lien) at the time it became an REO
      Property, in each case in an amount not less than such amount as is necessary
      to
      avoid the application of any coinsurance clause contained in the related hazard
      insurance policy. The Servicer will comply in the performance of this Agreement
      with all reasonable rules and requirements of each insurer under any such hazard
      policies. Any amounts to be collected by the Servicer under any such policies
      (other than amounts to be applied to the restoration or repair of the property
      subject to the related Mortgage or amounts to be released to the Mortgagor
      in
      accordance with Accepted Servicing Practices, subject to the terms and
      conditions of the related Mortgage and Mortgage Note) shall be deposited in
      the
      Collection Account, subject to withdrawal pursuant to Section 3.09, if received
      in respect of a Mortgage Loan, or in the REO Account, subject to withdrawal
      pursuant to Section 3.21, if received in respect of an REO Property. Any cost
      incurred by the Servicer in maintaining any such insurance shall not, for the
      purpose of calculating distributions to Certificateholders, be added to the
      unpaid principal balance of the related Mortgage Loan, notwithstanding that
      the
      terms of such Mortgage Loan so permit. It is understood and agreed that no
      earthquake or other additional insurance is to be required of any Mortgagor
      other than pursuant to such applicable laws and regulations as shall at any
      time
      be in force and as shall require such additional insurance. If the Mortgaged
      Property or REO Property is at any time in an area identified in the Federal
      Register by the Federal Emergency Management Agency as having special flood
      hazards, the Servicer will cause to be maintained a flood insurance policy
      in
      respect thereof. Such flood insurance shall be in an amount equal to the lesser
      of (i) the unpaid principal balance of the related Mortgage Loan and (ii) the
      maximum amount of such insurance available for the related Mortgaged Property
      under the national flood insurance program (assuming that the area in which
      such
      Mortgaged Property is located is participating in such program), in each case
      in
      an amount not less than such amount as is necessary to avoid the application
      of
      any coinsurance clause contained in the related hazard insurance
      policy.

     

    
      
        
        

      

      
        112

        
          

        

      

      
        
        

      

    

     

    In
      the
      event that the Servicer shall obtain and maintain a blanket policy with an
      insurer having a General Policy Rating of B:VI or better in Best’s Key Rating
      Guide or otherwise acceptable to Fannie Mae or Freddie Mac insuring against
      hazard losses on all of the related Mortgage Loans, it shall conclusively be
      deemed to have satisfied its obligations to cause fire and hazard insurance
      to
      be maintained on the Mortgaged Properties, it being understood and agreed that
      such policy may contain a deductible clause, in which case the Servicer shall,
      in the event that there shall not have been maintained on the related Mortgaged
      Property or REO Property a policy complying with this Section 3.11, and there
      shall have been one or more losses which would have been covered by such policy,
      deposit to the Collection Account from its own funds the amount not otherwise
      payable under the blanket policy because of such deductible clause. In
      connection with its activities as administrator and servicer of the Mortgage
      Loans, the Servicer agrees to prepare and present, on behalf of itself, the
      Trustee, the Trust Fund, the Certificateholders, claims under any such blanket
      policy in a timely fashion in accordance with the terms of such
      policy.

     

    (b) The
      Servicer shall keep in force during the term of this Agreement a policy or
      policies of insurance covering errors and omissions for failure in the
      performance of its respective obligations under this Agreement, which policy
      or
      policies shall be in such form and amount that would meet the requirements
      of
      Fannie Mae or Freddie Mac if it were the purchaser of the Mortgage Loans, unless
      the Servicer, has obtained a waiver of such requirements from Fannie Mae or
      Freddie Mac. The Servicer shall also maintain a fidelity bond in the form and
      amount that would meet the requirements of Fannie Mae or Freddie Mac, unless
      the
      Servicer, has obtained a waiver of such requirements from Fannie Mae or Freddie
      Mac. The Servicer shall be deemed to have complied with this provision if an
      Affiliate of the Servicer, has such errors and omissions and fidelity bond
      coverage and, by the terms of such insurance policy or fidelity bond, the
      coverage afforded thereunder extends to the Servicer. Any such errors and
      omissions policy and fidelity bond shall by its terms not be cancelable without
      thirty days’ prior written notice to the Trustee.

     

    (c) The
      Servicer shall not take any action that would result in noncoverage under any
      applicable primary mortgage insurance policy of any loss which, but for the
      actions of the Servicer would have been covered thereunder. The Servicer shall
      use its best efforts to keep in force and effect any applicable primary mortgage
      insurance policy and, to the extent that the related Mortgage Loan requires
      the
      Mortgagor to maintain such insurance, any other primary mortgage insurance
      applicable to any Mortgage Loan. Except as required by applicable law or the
      related Mortgage Loan Documents, the Servicer shall not cancel or refuse to
      renew any such primary mortgage insurance policy that is in effect at the date
      of the initial issuance of the related Mortgage Note and is required to be
      kept
      in force hereunder.

     

    
      
        
        

      

      
        113

        
          

        

      

      
        
        

      

    

     

    The
      Servicer agrees to present on behalf of the Trustee and the Certificateholders
      claims to the applicable insurer under any primary mortgage insurance policies
      and, in this regard, to take such reasonable action as shall be necessary to
      permit recovery under any primary mortgage insurance policies respecting
      defaulted Mortgage Loans. Pursuant to Section 3.08 of this Agreement, any
      amounts collected by the Servicer under any primary mortgage insurance policies
      shall be deposited in the Collection Account, subject to withdrawal pursuant
      to
      Section 3.09 of this Agreement. Notwithstanding any provision to the
      contrary, the Servicer shall not have any responsibility with respect to a
      primary mortgage insurance policy unless the Servicer has been made aware of
      such policy, as reflected on the Mortgage Loan Schedule or otherwise and have
      been provided with adequate information to administer such policy.

     

    (d) The
      Servicer need not obtain the approval of the Master Servicer prior to releasing
      any Insurance Proceeds to the Mortgagor to be applied to the restoration or
      repair of the Mortgaged Property if such release is in accordance with Accepted
      Servicing Practices. At a minimum, the Servicer shall comply with the following
      conditions in connection with any such release of Insurance Proceeds in excess
      of $10,000:

     

    (i) the
      Servicer shall receive satisfactory independent verification of completion
      of
      repairs and issuance of any required approvals with respect
      thereto;

     

    (ii) the
      Servicer shall take all steps necessary to preserve the priority of the lien
      of
      the Mortgage, including, but not limited to requiring waivers with respect
      to
      mechanics’ and materialmen’s liens; and

     

    (iii) pending
      repairs or restoration, the Servicer shall place the Insurance Proceeds in
      the
      related Escrow Account, if any.

     

    (e) The
      Servicer agrees to present on behalf of the Trustee and the Certificateholders
      claims to the applicable insurer under any primary mortgage insurance policies
      and, in this regard, to take such reasonable action as shall be necessary to
      permit recovery under any primary mortgage insurance policies respecting
      defaulted Mortgage Loans. Pursuant to Section 3.08, any amounts collected by
      the
      Servicer under any primary mortgage insurance policies shall be deposited in
      the
      Collection Account, subject to withdrawal pursuant to Section 3.09.
      Notwithstanding any provision to the contrary, the Servicer shall not have
      any
      responsibility with respect to a primary mortgage insurance policy unless the
      Servicer has been made aware of such policy, as reflected on the Mortgage Loan
      Schedule or otherwise and have been provided with adequate information to
      administer such policy. The Servicer shall provide the Master Servicer with
      a
      certificate of insurance of the fidelity bond or errors and omissions policy
      upon request.

     

    
      
        
        

      

      
        114

        
          

        

      

      
        
        

      

    

     

    SECTION
      3.12. Enforcement
      of Due-on-Sale Clauses; Assumption Agreements.

     

    The
      Servicer shall, to the extent it has knowledge of any conveyance of any related
      Mortgaged Property by any related Mortgagor (whether by absolute conveyance
      or
      by contract of sale, and whether or not the Mortgagor remains or is to remain
      liable under the Mortgage Note and/or the Mortgage), exercise its rights to
      accelerate the maturity of such Mortgage Loan under the “due-on-sale” clause, if
      any, applicable thereto; provided, however, that the Servicer shall not exercise
      any such rights if prohibited by law from doing so. If the Servicer reasonably
      believes that it is unable under applicable law to enforce such “due-on-sale”
clause, or if any of the other conditions set forth in the proviso to the
      preceding sentence apply, the Servicer shall enter into an assumption and
      modification agreement from or with the person to whom such property has been
      conveyed or is proposed to be conveyed, pursuant to which such person becomes
      liable under the Mortgage Note and, to the extent permitted by applicable state
      law, the Mortgagor remains liable thereon. The Servicer is also authorized
      to
      enter into a substitution of liability agreement with such person, pursuant
      to
      which the original Mortgagor is released from liability and such person is
      substituted as the Mortgagor and becomes liable under the Mortgage Note,
      provided that no such substitution shall be effective unless such person
      satisfies the then current underwriting criteria of the Servicer for mortgage
      loans similar to the Mortgage Loans. In connection with any assumption or
      substitution, the Servicer shall apply such underwriting standards and follow
      such practices and procedures as shall be normal and usual in its general
      mortgage servicing activities and as it applies to other mortgage loans owned
      solely by it. The Servicer shall not take or enter into any assumption and
      modification agreement, however, unless (to the extent practicable in the
      circumstances) it shall have received confirmation, in writing, of the continued
      effectiveness of any applicable hazard insurance policy. Any fee collected
      by
      the Servicer in respect of an assumption or substitution of liability agreement
      will be retained by the Servicer as additional servicing compensation. In
      connection with any such assumption, no material term of the Mortgage Note
      (including but not limited to the related Mortgage Rate and the amount of the
      Monthly Payment) may be amended or modified, except as otherwise required
      pursuant to the terms thereof. The Servicer shall notify the Trustee (or the
      Custodian) that any such substitution or assumption agreement has been completed
      by forwarding to the Trustee (or the Custodian) the executed original of such
      substitution or assumption agreement, which document shall be added to the
      related Mortgage File and shall, for all purposes, be considered a part of
      such
      Mortgage File to the same extent as all other documents and instruments
      constituting a part thereof.

     

    Notwithstanding
      the foregoing paragraph or any other provision of this Agreement, the Servicer
      shall not be deemed to be in default, breach or any other violation of its
      obligations hereunder by reason of any assumption of a Mortgage Loan by
      operation of law or by the terms of the Mortgage Note or any assumption which
      the Servicer may be restricted by law from preventing, for any reason whatever.
      For purposes of this Section 3.12, the term “assumption” is deemed to also
      include a sale (of the Mortgaged Property) subject to the Mortgage that is
      not
      accompanied by an assumption or substitution of liability
      agreement.

     

    
      
        
        

      

      
        115

        
          

        

      

      
        
        

      

    

     

    SECTION
      3.13. Realization
      Upon Defaulted Mortgage Loans.

     

    (a) The
      Servicer shall use commercially reasonable efforts, consistent with Accepted
      Servicing Practices, to foreclose upon or otherwise comparably convert the
      ownership of properties securing such of the Mortgage Loans as come into and
      continue in default and as to which no satisfactory arrangements can be made
      for
      collection of delinquent payments pursuant to Section 3.06. The Servicer shall
      be responsible for all costs and expenses incurred by it in any such
      proceedings; provided, however, that such costs and expenses will be recoverable
      as Servicing Advances by the Servicer as contemplated in Sections 3.09 and
      3.21.
      The foregoing is subject to the provision that, in any case in which a Mortgaged
      Property shall have suffered damage from an Uninsured Cause, the Servicer shall
      not be required to expend its own funds toward the restoration of such property
      unless it shall determine in its discretion that such restoration will increase
      the proceeds of liquidation of the related Mortgage Loan after reimbursement
      to
      itself for such expenses. 

     

    (b) Notwithstanding
      the foregoing provisions of this Section 3.13 or any other provision of this
      Agreement, with respect to any Mortgage Loan as to which the Servicer has
      received actual notice of, or has actual knowledge of, the presence of any
      toxic
      or hazardous substance on the related Mortgaged Property, the Servicer shall
      not, on behalf of the Trust Fund, either (i) obtain title to such Mortgaged
      Property as a result of or in lieu of foreclosure or otherwise, or (ii)
      otherwise acquire possession of, or take any other action with respect to,
      such
      Mortgaged Property, if, as a result of any such action, the Trust Fund, the
      Trustee or the Certificateholders would be considered to hold title to, to
      be a
“mortgagee-in-possession” of, or to be an “owner” or “operator” of such
      Mortgaged Property within the meaning of the Comprehensive Environmental
      Response, Compensation and Liability Act of 1980, as amended from time to time,
      or any comparable law, unless the Servicer has also previously determined,
      based
      on its reasonable judgment and a prudent report prepared by an Independent
      Person who regularly conducts environmental audits using customary industry
      standards, that:

     

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

     

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

     

    The
      cost
      of the environmental audit report contemplated by this Section 3.13 shall be
      advanced by the Servicer, subject to the Servicer’s right to be reimbursed
      therefor from the Collection Account as provided in Section 3.09(a)(ix), such
      right of reimbursement being prior to the rights of Certificateholders to
      receive any amount in the Collection Account received in respect of the affected
      Mortgage Loan or other Mortgage Loans.

     

    
      
        
        

      

      
        116

        
          

        

      

      
        
        

      

    

     

    If
      the
      Servicer determines, as described above, that it is in the best economic
      interest of the Trust Fund to take such actions as are necessary to bring any
      such Mortgaged Property into compliance with applicable environmental laws,
      or
      to take such action with respect to the containment, clean-up or remediation
      of
      hazardous substances, hazardous materials, hazardous wastes, or petroleum-based
      materials affecting any such Mortgaged Property, then the Servicer shall take
      such action as it deems to be in the best economic interest of the Trust Fund.
      The cost of any such compliance, containment, cleanup or remediation shall
      be
      advanced by the Servicer, subject to the Servicer’s right to be reimbursed
      therefor from the Collection Account as provided in Sections 3.09(a)(iii) or
      3.09(a)(ix), such right of reimbursement being prior to the rights of
      Certificateholders to receive any amount in the Collection Account received
      in
      respect of the affected Mortgage Loan or other Mortgage Loans.

     

    (c) The
      Servicer shall have the right to purchase from REMIC I any defaulted Mortgage
      Loan serviced by it that is 90 days or more delinquent, which the Servicer
      determines in good faith will otherwise become subject to foreclosure
      proceedings (evidence of such determination to be delivered in writing to the
      Trustee, in form and substance satisfactory to the Servicer and the Trustee
      prior to purchase), at a price equal to the Purchase Price. The Purchase Price
      for any Mortgage Loan purchased hereunder shall be deposited in the Collection
      Account, and the Trustee, upon receipt of written certification from the
      Servicer of such deposit, shall release or cause to be released to the Servicer
      the related Mortgage File and the Trustee shall execute and deliver such
      instruments of transfer or assignment, in each case without recourse,
      representation or warranty, as the Servicer shall furnish and as shall be
      necessary to vest in the Servicer title to any Mortgage Loan released pursuant
      hereto.

     

    (d) Proceeds
      received in connection with any Final Recovery Determination, as well as any
      recovery resulting from a partial collection of Insurance Proceeds or
      Liquidation Proceeds, in respect of any Mortgage Loan, will be applied in the
      following order of priority: first, to reimburse the Servicer for any related
      unreimbursed P&I Advances and Servicing Advances, pursuant to Section
      3.09(a)(ii) or (a)(iii); second, to accrued and unpaid interest on the Mortgage
      Loan, to the date of the Final Recovery Determination, or to the Due Date prior
      to the Distribution Date on which such amounts are to be distributed if not
      in
      connection with a Final Recovery Determination; and third, as a recovery of
      principal of the Mortgage Loan. If the amount of the recovery so allocated
      to
      interest is less than the full amount of accrued and unpaid interest due on
      such
      Mortgage Loan, the amount of such recovery will be allocated by the Servicer
      as
      follows: first, to unpaid Servicing Fees; and second, to the balance of the
      interest then due and owing. The portion of the recovery so allocated to unpaid
      Servicing Fees shall be reimbursed to the Servicer pursuant to Section
      3.09(a)(iii). The portion of the recovery allocated to interest (net of unpaid
      Servicing Fees) and the portion of the recovery allocated to principal of the
      Mortgage Loan shall be applied as follows: first, to reimburse the Servicer
      for
      any related unreimbursed Servicing Advances or P&I Advances in accordance
      with Section 3.09(a)(ii) and any other amounts reimbursable to the Servicer
      pursuant to Section 3.09, and second, as part of the amounts to be transferred
      to the Distribution Account in accordance with Section 3.08(b). Excess proceeds,
      if any, from the liquidation of a Liquidated Mortgage Loan will be retained
      by
      the Servicer as additional servicing compensation pursuant to Section
      3.15.

     

    
      
        
        

      

      
        117

        
          

        

      

      
        
        

      

    

    SECTION
      3.14. Trustee
      to Cooperate; Release of Mortgage Files.

     

    (a) Upon
      becoming aware of the payment in full of any Mortgage Loan, or the receipt
      by
      the Servicer of a notification that payment in full has been escrowed in a
      manner customary for such purposes for payment to Certificateholders on the
      next
      Distribution Date, the Servicer will promptly furnish to the Custodian, on
      behalf of the Trustee, two copies of a request for release substantially in
      the
      form attached to the Custodial Agreement signed by a Servicing Officer or in
      a
      mutually agreeable electronic format which will, in lieu of a signature on
      its
      face, originate from a Servicing Officer (which certification shall include
      a
      statement to the effect that all amounts received in connection with such
      payment that are required to be deposited in the Collection Account have been
      or
      will be so deposited) and shall request that the Custodian, on behalf of the
      Trustee, deliver to the Servicer the related Mortgage File. Upon receipt of
      such
      certification and request, the Custodian, on behalf of the Trustee, shall within
      five (5) Business Days release the related Mortgage File to the Servicer and
      the
      Trustee and the Custodian shall have no further responsibility with regard
      to
      such Mortgage File. Upon any such payment in full, the Servicer is authorized,
      to give, as agent for the Trustee, as the mortgagee under the Mortgage that
      secured the Mortgage Loan, an instrument of satisfaction (or assignment of
      mortgage without recourse) regarding the Mortgaged Property subject to the
      Mortgage, which instrument of satisfaction or assignment, as the case may be,
      shall be delivered to the Person or Persons entitled thereto against receipt
      therefor of such payment, it being understood and agreed that no expenses
      incurred in connection with such instrument of satisfaction or assignment,
      as
      the case may be, shall be chargeable to the Collection Account, unless it shall
      represent a Servicing Advance.

     

    (b) From
      time
      to time and as appropriate for the servicing or foreclosure of any Mortgage
      Loan, the Trustee shall execute such documents as shall be prepared and
      furnished to the Trustee by the Servicer (in form reasonably acceptable to
      the
      Trustee) and as are necessary to the prosecution of any such proceedings. The
      Custodian, on behalf of the Trustee, shall, upon the request of the Servicer,
      and delivery to the Custodian, on behalf of the Trustee, of two copies of a
      request for release signed by a Servicing Officer substantially in the form
      attached to the Custodial Agreement (or in a mutually agreeable electronic
      format which will, in lieu of a signature on its face, originate from a
      Servicing Officer), release within five (5) Business Days the related Mortgage
      File held in its possession or control to the Servicer. Such trust receipt
      shall
      obligate the Servicer to return the Mortgage File to the Custodian on behalf
      of
      the Trustee, when the need therefor by the Servicer no longer exists unless
      the
      Mortgage Loan shall be liquidated, in which case, upon receipt of a certificate
      of a Servicing Officer similar to that hereinabove specified, the Mortgage
      File
      shall be released by the Custodian, on behalf of the Trustee, to the
      Servicer.

     

    Notwithstanding
      the foregoing, in connection with a Principal Prepayment in full of any Mortgage
      Loan, the Master Servicer may request release of the related Mortgage File
      from
      the Custodian, in accordance with the provisions of the Custodial Agreement,
      in
      the event the Servicer fails to do so.

     

    Upon
      written certification of a Servicing Officer, the Trustee shall execute and
      deliver to the Servicer, any court pleadings, requests for trustee’s sale or
      other documents prepared and delivered to the Trustee and reasonably acceptable
      to it and necessary to the foreclosure or trustee’s sale in respect of a
      Mortgaged Property or to any legal action brought to obtain judgment against
      any
      Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency judgment,
      or to enforce any other remedies or rights provided by the Mortgage Note or
      Mortgage or otherwise available at law or in equity. Each such certification
      shall include a request that such pleadings or documents be executed by the
      Trustee and a statement as to the reason such documents or pleadings are
      required and that the execution and delivery thereof by the Trustee will not
      invalidate or otherwise affect the lien of the Mortgage, except for the
      termination of such a lien upon completion of the foreclosure or trustee’s sale.
      So long as no Servicer Event of Default shall have occurred and be continuing,
      the Servicer shall have the right to execute any and all such court pleadings,
      requests and other documents as attorney-in-fact for, and on behalf of the
      Trustee. Notwithstanding the preceding sentence, the Trustee shall in no way
      be
      liable or responsible for the willful malfeasance of the Servicer, or for any
      wrongful or negligent actions taken by the Servicer, while the Servicer is
      acting in its capacity as attorney in fact for and on behalf of the
      Trustee.

     

    
      
        
        

      

      
        118

        
          

        

      

      
        
        

      

    

     

    SECTION
      3.15. Servicing
      Compensation.

     

    As
      compensation for its activities hereunder, the Servicer shall be entitled to
      the
      Servicing Fee with respect to each Mortgage Loan payable solely from payments
      of
      interest in respect of such Mortgage Loan, subject to Section 3.22. In
      addition, the Servicer shall be entitled to recover unpaid Servicing Fees out
      of
      Insurance Proceeds or Liquidation Proceeds to the extent permitted by
      Section 3.09(a)(iii) and out of amounts derived from the operation and sale
      of an REO Property to the extent permitted by Section 3.21. The right to
      receive the Servicing Fee may not be transferred in whole or in part except
      in
      connection with the transfer of all of the Servicer’s responsibilities and
      obligations under this Agreement to the extent permitted herein.

     

    Additional
      servicing compensation in the form of Ancillary Income (other than Prepayment
      Charges) shall be retained by the Servicer only to the extent such fees or
      charges are received by the Servicer. The Servicer shall also be entitled
      pursuant to Section 3.09(a)(iv) to withdraw from the Collection Account and
      pursuant to Section 3.21(b) to withdraw from any REO Account, as additional
      servicing compensation, interest or other income earned on deposits therein,
      subject to Section 3.10. In addition, the Servicer shall be entitled to
      retain or withdraw from the Collection Account, pursuant to
      Section 3.09(a)(x), any Prepayment Interest Excess with respect to the
      Mortgage Loans serviced by it as additional servicing compensation. The Servicer
      shall be required to pay all expenses incurred by it in connection with its
      servicing activities hereunder and shall not be entitled to reimbursement
      therefor except as specifically provided herein.

     

    SECTION
      3.16. Collection
      Account Statements.

     

    Upon
      request, not later than fifteen (15) days after each Distribution Date, the
      Servicer shall forward to the Master Servicer and the Securities Administrator,
      the Trustee and the Depositor, a statement prepared by the institution at which
      the Collection Account is maintained setting forth the status of the Collection
      Account as of the close of business on such Distribution Date and showing,
      for
      the period covered by such statement, the aggregate amount of deposits into
      and
      withdrawals from the Collection Account. Copies of such statement and any
      similar statements provided by the Servicer shall be provided by the Securities
      Administrator to any Certificateholder and to any Person identified to the
      Securities Administrator as a prospective transferee of a Certificate, upon
      request at the expense of the requesting party, provided such statement is
      delivered by the Servicer to the Securities Administrator.

     

    
      
        
        

      

      
        119

        
          

        

      

      
        
        

      

    

     

    SECTION
      3.17. Annual
      Statement as to Compliance.

     

    The
      Servicer shall deliver (and shall cause any Servicing Function Participant
      engaged by it to deliver) to the Master Servicer and to the Depositor on or
      before March 5 of each year, commencing in March 2008, an Officer’s Certificate
      (an “Annual Statement of Compliance”) stating, as to the signer thereof, that
      (A) a review of such party’s activities during the immediately preceding
      calendar year or applicable portion thereof and of the Servicer’s performance
      under this Agreement or such other applicable agreement in the case of a
      Servicing Function Participant, has been made under such officer’s supervision
      and (B) to the best of such officer’s knowledge or such other applicable
      agreement in the case of a Servicing Function Participant, based on such review,
      such party has fulfilled all its obligations under this Agreement, in all
      material respects throughout such year or portion thereof, or, if there has
      been
      a failure to fulfill any such obligation in any material respect, specifying
      each such failure known to such officer and the nature and status thereof.
      Promptly after receipt of each such Officer’s Certificate from the Servicer, any
      Servicing Function Participant engaged by the Servicer, the Depositor shall
      review such Officer’s Certificate and, if applicable, consult with each such
      party, as applicable, as to the nature of any failures by such party, in the
      fulfillment of any of the Servicer’s obligations hereunder or, in the case of a
      Servicing Function Participant, under such other applicable
      agreement.

     

    SECTION
      3.18. Assessments
      of Compliance and Attestation Reports.

     

    (a) On
      or
      before March 5 of each calendar year, commencing in 2008, the Servicer
      shall:

     

    (i) deliver
      to the Master Servicer and the Depositor a report regarding the Servicer’s
      assessment of compliance with the Relevant Servicing Criteria during the
      immediately preceding calendar year, as required under Rules 13a-18 and 15d-18
      of the Exchange Act and Item 1122 of Regulation AB. Such report shall be
      addressed to the Master Servicer and the Depositor and signed by an authorized
      officer of the Servicer, and shall address each of the applicable Relevant
      Servicing Criteria (wherein
      “investor” shall mean the Master Servicer).
      Notwithstanding the foregoing, neither Servicer nor any Servicing Function
      Participant engaged by the Servicer shall be required to deliver any assessments
      until March 31st in any given year so long as it has not received written
      confirmation from the Depositor that a Form 10-K is required to be filed in
      respect of the Trust for the preceding calendar year; provided however that,
      notwithstanding the foregoing, no Subcontractor will be required to deliver
      any
      assessments in any given year in which the Form 10-K is not required to be
      filed;

     

    (ii) deliver
      to the Master Servicer and the Depositor a report of a registered public
      accounting firm that attests to, and reports on, the assessment of compliance
      made by the Servicer and delivered pursuant to the preceding paragraph. Such
      attestation shall be in accordance with Rules 1-02(a)(3) and 2-02(g) of
      Regulation S-X under the Securities Act and the Exchange Act. Notwithstanding
      the foregoing, neither Servicer nor any Servicing Function Participant engaged
      by the Servicer shall be required to deliver or cause the delivery of such
      reports until March 31st in any given year so long as the Servicer has received
      written confirmation from the Depositor that a Form 10-K is not required to
      be
      filed in respect of the Trust for the preceding fiscal year provided however
      that, notwithstanding the foregoing, no Subcontractor will be required to
      deliver any reports in any given year in which the Form 10-K is not required
      to
      be filed; and 

     

    
      
        
        

      

      
        120

        
          

        

      

      
        
        

      

    

     

    (iii) if
      required by Regulation AB, cause each Sub-Servicer and each Subcontractor
      determined by the Servicer to be a Servicing Function Participant, to deliver
      to
      the Master Servicer and the Depositor an assessment of compliance and
      accountants’ attestation as and when provided in subsections (a) and (b) of this
      Section 3.18.

     

    (b) Each
      assessment of compliance provided by a Sub-Servicer pursuant to Section
      3.18(a)(i) shall address each of the applicable Relevant Servicing Criteria
      (wherein “investor” shall mean the Master Servicer) delivered to the Master
      Servicer concurrently with the execution of this Agreement or, in the case
      of a
      Sub-Servicer subsequently appointed as such, on or prior to the date of such
      appointment. An assessment of compliance provided by a Servicing Function
      Participant pursuant to Section 3.18(a)(iii) need not address any elements
      of
      the Relevant Servicing Criteria other than those specified by the Servicer
      pursuant to Section 3.02.

     

    If
      reasonably requested by the Master Servicer, the Servicer shall provide to
      the
      Master Servicer, evidence of the authorization of the person signing the
      certificate or statement provided pursuant to Sections 3.17, 3.18 or 3.19(a)
      of
      this Agreement.

     

    SECTION
      3.19. Annual
      Certification; Indemnification and Remedies; Additional
      Information.

     

    (a) On
      or
      before March 5 of each calendar year, commencing in 2008, the Servicer shall
      deliver, and cause each Sub-Servicer and Subcontractor described in Section
      3.18(a)(iii) above to deliver, to the Master Servicer, Depositor or any other
      Person that will be responsible for signing the certification (each, a
“Back-Up
      Certification”)
      required by Rules 13a-14(d) and 15d-14(d) under the Exchange Act (pursuant
      to
      Section 302 of the Sarbanes-Oxley Act of 2002), signed by the appropriate
      officer of the Servicer or such Sub-Servicer or Subcontractor, in the form
      attached hereto as Exhibit
      C;
      provided that such certification delivered by the Servicer may not be filed
      as
      an exhibit to, or included in, any filing with the Commission. The Servicer
      acknowledges that the party identified in the preceding sentence may rely on
      the
      certification provided by the Servicer in signing a Back-Up Certification and
      filing such with the Commission.

     

    (b) The
      Servicer
      shall
      indemnify the Master Servicer and each of the following parties:
      the
      Sponsor
      and the Trust; each Person responsible for the execution or filing of any report
      required to be filed with the Commission, or for execution of a certification
      pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the Exchange Act; each Person
      who controls any of such parties (within
      the meaning of Section 15 of the Securities Act and Section 20 of the Exchange
      Act);
      and the
      respective present and former directors, officers and employees of each of
      the
      foregoing and of the Depositor, and shall hold each of them harmless from and
      against any losses, damages, penalties, fines, forfeitures, legal fees and
      expenses and related costs, judgments, and any other costs, fees and expenses
      that any of them may sustain arising out of or based upon:

     

    (i) (A) any
      untrue statement of a material fact contained or alleged to be contained in
      any
      written information, written report, certification or other material
      provided
under
      this Agreement by
      or on
      behalf of the Servicer,
      or provided under this Agreement by or on behalf of any Sub-Servicer, Servicing
      Function Participant (collectively, the “Servicer Information”),
      or (2)
      the omission or alleged omission to state in the Servicer Information a material
      fact required to be stated in the Servicer Information or necessary in order
      to
      make the statements therein, in the light of the circumstances under which
      they
      were made, not misleading; provided,
      by way of clarification,
      that
      clause (2) of this paragraph shall be construed solely by reference to the
      Servicer Information and not to any other information communicated in connection
      with a sale or purchase of securities, without regard to whether the Servicer
      Information or any portion thereof is presented together with or separately
      from
      such other information;

     

    
      
        
        

      

      
        121

        
          

        

      

      
        
        

      

    

     

    (B) any
      failure by the Servicer, any Sub-Servicer or any Servicing
      Function Participant to
      deliver any information, report, certification, accountants’ letter or other
      material when and as required under this Agreement, including any failure by
      the
      Servicer to identify pursuant to Section 3.02(b) any Servicing Function
      Participant; or

     

    (C) any
      breach by the Servicer of a representation or warranty set forth in Section
      3.27(a) or in a writing furnished pursuant to Section 3.27(b) and made as of
      a
      date prior to the Closing Date, to the extent that such breach was not cured
      by
      the Closing Date, or any breach by the Servicer of a representation or warranty
      in a writing furnished pursuant to Section 3.27(b) to the extent made as of
      a
      date subsequent to the Closing Date.

     

    In
      the
      case of any failure of performance described in clause (b)(i)(B) of this
      Section, the Servicer shall promptly reimburse the Master Servicer, the
      Depositor, as applicable, and each Person responsible for the execution or
      filing of any report required to be filed with the Commission, or for execution
      of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d) under the
      Exchange Act, for all costs reasonably incurred by each such party in order
      to
      obtain the information,
      report, certification, accountants’ letter or other material not delivered as
      required by the Servicer, any
      Sub-Servicer or any Servicing Function Participant.

     

    (ii) (A) Any
      failure by the Servicer, any Sub-Servicer or any Servicing Function Participant
      to
      deliver any information, report, certification, accountants’ letter or other
      material when and as required under this Agreement, which continues unremedied
      for three Business Days after receipt by the Servicer and the applicable
      Sub-Servicer or Subcontractor, of written notice of such failure from the Master
      Servicer or Depositor shall, except as provided in clause (B) of this paragraph,
      constitute an Event of Default with respect to the Servicer under this
      Agreement, and shall entitle the Master Servicer or Depositor, as applicable,
      in
      its sole discretion to terminate the rights and obligations of the Servicer
      as
      servicer under this Agreement and/or any applicable Reconstitution Agreement
      related thereto without payment (notwithstanding anything in this Agreement
      related thereto to the contrary) of any compensation to the Servicer (and
      appoint a successor servicer reasonably acceptable to the Master Servicer);
      provided,
      however,
      it is
      understood that the Servicer shall remain entitled to receive reimbursement
      for
      all unreimbursed Monthly Advances and Servicing Advances made by the Servicer
      under this Agreement. Notwithstanding anything to the contrary set forth herein,
      to the extent that any provision of this Agreement expressly provides for the
      survival of certain rights or obligations following termination of the Servicer
      as servicer, such provision shall be given effect.

     

    
      
        
        

      

      
        122

        
          

        

      

      
        
        

      

    

     

    (B) Any
      failure by the Servicer, any Sub-Servicer or any Servicing Function Participant
      to
      deliver any information, report, certification or accountants’ letter required
      under Regulation AB when and as required under Sections 3.17, 3.18 or 3.19(a),
      including any failure by the Servicer to identify a Servicing
      Function Participant,
      which
      continues unremedied for nine calendar days after receipt by the Servicer of
      written notice of such failure from the Master Servicer or Depositor shall
      constitute an Event of Default with respect to the Servicer under this
      Agreement, and shall entitle the Master Servicer or Depositor, as applicable,
      in
      its sole discretion to terminate the rights and obligations of the Servicer
      as
      servicer under this Agreement without payment (notwithstanding anything in
      this
      Agreement to the contrary) of any compensation to the Servicer; provided, however
      it is
      understood that the Servicer shall remain entitled to receive reimbursement
      for
      all unreimbursed Monthly Advances and Servicing Advances made by the Servicer
      under this Agreement. Notwithstanding anything to the contrary set forth herein,
      to the extent that any provision of this Agreement expressly provides for the
      survival of certain rights or obligations following termination of the Servicer
      as servicer, such provision shall be given effect.

     

    (C) The
      Servicer shall promptly reimburse the Master Servicer and the Depositor, as
      applicable, for all reasonable expenses incurred by the Master Servicer (or
      such
      designee) or the Depositor as such are incurred, in connection with the
      termination of the Servicer as servicer and the transfer of servicing of the
      Mortgage Loans to a successor servicer. The provisions of this paragraph shall
      not limit whatever rights the Servicer, the Master Servicer or the Depositor
      may
      have under other provisions of this Agreement or otherwise, whether in equity
      or
      at law, such as an action for damages, specific performance or injunctive
      relief.

     

    (c) The
      Trust
      will indemnify and hold harmless the Servicer, any Sub-Servicer, any Servicing
      Function Participant, and, each
      Person who controls any of such parties (within
      the meaning of Section 15 of the Securities Act and Section 20 of the Exchange
      Act), and the
      respective present and former directors, officers and employees of each of
      the
      foregoing from and against any losses, damages, penalties, fines, forfeitures,
      legal fees and expenses and related costs, judgments, and any other costs,
      fees
      and expenses that any of them may sustain arising out of or based upon
any
      untrue statement or alleged untrue statement of any material fact contained
      in
      any filing with the Commission or the omission or alleged omission to state
      in
      any filing with the Commission a
      material fact required to be stated or necessary to be stated in order to make
      the statements therein, in the light of the circumstances under which they
      were
      made, not misleading,
      in each
      case to the extent, but only to the extent, that such untrue statement, alleged
      untrue statement, omission, or alleged omission relates to any filing with
      the
      Commission other than the Servicer Information.

     

    
      
        
        

      

      
        123

        
          

        

      

      
        
        

      

    

     

    (d) If
      the
      indemnification provided for herein is unavailable or insufficient to hold
      harmless the indemnified party, then the indemnifying party agrees that it
      shall
      contribute to the amount paid or payable by such indemnified party as a result
      of any claims, losses, damages or liabilities incurred by such indemnified
      party
      in such proportion as is appropriate to reflect the relative fault of such
      indemnified party on the one hand and the indemnifying party on the
      other.

     

    (e) The
      indemnifications provided for in Sections 3.19(b)
      and
      3.19(c) shall survive the termination of this Agreement or the termination
      of
      any party to this Agreement.

     

    (f) i)  As
      promptly as practicable following notice to or discovery by the Servicer, for
      the purpose of satisfying its reporting obligations under the Exchange Act,
      the
      Servicer shall (or shall cause each Sub-Servicer to) provide to the Master
      Servicer and the Depositor (as required by Regulation AB) prompt written notice
      of the occurrence of any of the following: (1) any Servicer Event of
      Default under the terms of this Agreement to the extent not known by the Master
      Servicer or the Depositor, (2) any merger, consolidation or sale of
      substantially all of the assets of the Servicer, (3) the Servicer’s entry
      into a written agreement with any Sub-Servicer and (4) any material litigation
      or governmental proceedings involving the Servicer that is material to the
      Certificateholders;

     

    (ii) Within
      ten (10) Business Days following request by the Master Servicer or the
      Depositor, the Servicer shall (or shall cause each Sub-Servicer to) provide
      to
      the Master Servicer and the Depositor, in writing reasonably required for
      compliance with Regulation AB, a description of any affiliation or relationship
      required to be disclosed under Item 1119 between the Servicer
      and any
      of the parties listed in Items 1119
      (a)(1)-(6) of
      Regulation AB that develops following the Closing Date (other than an
      affiliation or relationship that the Master Servicer, the Depositor or the
      issuing entity is required to disclose under Item 1119 of Regulation AB) no
      later than 15 calendar days prior to the date the Depositor is required to
      file
      its Form 10-K disclosing such affiliation or relationship. For purposes of
      the
      foregoing, the Servicer
      (1)
      shall be entitled to assume that the parties with whom affiliations or relations
      must be disclosed are the Sponsor, the Depositor, the Master Servicer, the
      Securities Administrator, the Trustee, the Custodian, the Swap Provider, the
      Cap
      Counterparty, and Fremont Investment & Loan if it provides a written request
      (which may be by e-mail)
      to the Depositor or Master Servicer, as applicable, requesting such confirmation
      and either obtains such confirmation or receives no response within three (3)
      Business Days, (2) shall not be obligated to disclose any affiliations or
      relationships that may develop after the Closing Date with any parties not
      identified to the Servicer
      in
      writing within ten days in advance of the Securitization Transaction, and (3)
      shall be entitled to rely upon any written identification of parties provided
      by
      the Depositor, the Master Servicer or any master servicer or provided in (1)
      above;

     

    
      
        
        

      

      
        124

        
          

        

      

      
        
        

      

    

     

    (iii) If
      the
      Servicer has knowledge of the occurrence of any of the events described in
      this
      clause (iii), then no later than ten days prior to the deadline for the filing
      of any Distribution Report on Form 10-D in respect of the Trust, the Servicer
      shall provide to the Master Servicer notice of the occurrence of any of the
      following events along with all information, data, and materials related thereto
      as may be required to be included in the related Distribution Report on Form
      10-D: 

     

    (A) any
      modifications, extensions or waivers of Mortgage Loan terms, fees, penalties
      or
      payments during the distribution period;

     

    (B) material
      breaches of Mortgage Loan representations or warranties or servicer transaction
      covenants; and

     

    (C) information
      regarding any Mortgage Loan changes (such as, additions, substitutions or
      repurchases).

     

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

     

    SECTION
      3.20. Access
      to
      Certain Documentation.

     

    The
      Servicer shall provide to the Office of Thrift Supervision, the FDIC, and any
      other federal or state banking or insurance regulatory authority that may
      exercise authority over any Certificate Owner, access to the documentation
      regarding the Mortgage Loans required by applicable laws and regulations. Such
      access shall be afforded without charge, but only upon reasonable request and
      during normal business hours at the offices of the Servicer designated by it.
      Nothing in this Section 3.20 shall limit the obligation of the Servicer to
      comply with any applicable law prohibiting disclosure of information regarding
      the Mortgagors and the failure of the Servicer to provide access as provided
      in
      this Section as a result of such obligation shall not constitute a breach of
      this Section. Nothing in this Section 3.20 shall require the Servicer to
      collect, create, collate or otherwise generate any information that it does
      not
      generate in its usual course of business. The Servicer shall not be required
      to
      make copies of or ship documents to any Person unless provisions have been
      made
      for the reimbursement of the costs thereof. 

     

    
      
        
        

      

      
        125

        
          

        

      

      
        
        

      

    

     

    SECTION
      3.21. Title,
      Management and Disposition of REO Property.

     

    (a) The
      deed
      or certificate of sale of any REO Property related to a Mortgage Loan shall
      be
      taken in the name of the Trustee, or its nominee, on behalf of the Trust Fund
      and for the benefit of the Certificateholders. The Servicer, on behalf of REMIC
      I, shall either sell any REO Property by the close of the third calendar year
      following the calendar year in which REMIC I acquires ownership of such REO
      Property for purposes of Section 860(a)(8) of the Code or request from the
      Internal Revenue Service, no later than sixty (60) days before the day on which
      the three-year grace period would otherwise expire an extension of the
      three-year grace period, unless the Servicer had delivered to the Trustee an
      Opinion of Counsel, addressed to the Trustee and the Depositor, to the effect
      that the holding by REMIC I of such REO Property subsequent to three (3) years
      after its acquisition will not result in the imposition on any Trust REMIC
      created hereunder of taxes on “prohibited transactions” thereof, as defined in
      Section 860F of the Code, or cause any Trust REMIC hereunder to fail to qualify
      as a REMIC under Federal law at any time that any Certificates are outstanding.
      The Servicer shall manage, conserve, protect and operate each REO Property
      for
      the Certificateholders solely for the purpose of its prompt disposition and
      sale
      in a manner which does not cause such REO Property to fail to qualify as
“foreclosure property” within the meaning of Section 860G(a)(8) of the Code or
      result in the receipt by any Trust REMIC created hereunder of any “income from
      non-permitted assets” within the meaning of Section 860F(a)(2)(B) of the Code,
      or any “net income from foreclosure property” which is subject to taxation under
      the REMIC Provisions.

     

    (b) The
      Servicer shall segregate and hold all funds collected and received in connection
      with the operation of any REO Property separate and apart from its own funds
      and
      general assets and shall establish and maintain with respect to REO Properties
      an account held in trust for the Trustee, on behalf of the Trust Fund and for
      the benefit of the Certificateholders (the “REO Account”), which shall be an
      Eligible Account. The Servicer shall be permitted to allow the Collection
      Account to serve as the REO Account, subject to the maintenance of separate
      ledgers for each REO Property. The Servicer shall be entitled to retain or
      withdraw any interest income paid on funds deposited in the related REO
      Account.

     

    (c) The
      Servicer shall have full power and authority, subject only to the specific
      requirements and prohibitions of this Agreement, to do any and all things in
      connection with any REO Property related to a Mortgage Loan serviced by it
      as
      are consistent with the manner in which the Servicer manages and operates
      similar property owned by it or any of its Affiliates, all on such terms and
      for
      such period as the Servicer deems to be in the best interests of
      Certificateholders. In connection therewith, the Servicer shall deposit, or
      cause to be deposited in the clearing account in which it customarily deposits
      payments and collections on mortgage loans in connection with its mortgage
      loan
      servicing activities on a daily basis, and in no event more than one (1)
      Business Day after the Servicer’s receipt thereof, and shall thereafter deposit
      in the REO Account in no event more than two (2) Business Days after the deposit
      of good funds into the clearing account, all revenues received by it with
      respect to an REO Property related to a Mortgage Loan serviced by it and shall
      withdraw therefrom funds necessary for the proper operation, management and
      maintenance of such REO Property including, without limitation:

     

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

     

    
      
        
        

      

      
        126

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    Subject
      to compliance with applicable laws and regulations as shall at any time be
      in
      force, and notwithstanding the foregoing, the Servicer, on behalf of the Trust
      Fund, shall not:

     

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

     

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

     

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

     

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

     

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

     

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

     

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

     

    (ix) any
      such
      contract shall require, or shall be administered to require, that the
      Independent Contractor pay all costs and expenses incurred in connection with
      the operation and management of such REO Property, including those listed above
      and remit all related revenues (net of such costs and expenses) to the Servicer
      as soon as practicable, but in no event later than thirty (30) days following
      the receipt thereof by such Independent Contractor;

     

    
      
        
        

      

      
        127

        
          

        

      

      
        
        

      

    

     

    (x) none
      of
      the provisions of this Section 3.21(c) relating to any such contract or to
      actions taken through any such Independent Contractor shall be deemed to relieve
      the Servicer of any of its duties and obligations to the Trustee on behalf
      of
      the Trust Fund and for the benefit of the Certificateholders with respect to
      the
      operation and management of any such REO Property; and

     

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

     

    The
      Servicer shall be entitled to enter into any agreement with any Independent
      Contractor performing services for it related to its duties and obligations
      hereunder for indemnification of the Servicer by such Independent Contractor,
      and nothing in this Agreement shall be deemed to limit or modify such
      indemnification. The Servicer shall be solely liable for all fees owed by it
      to
      any such Independent Contractor, irrespective of whether the Servicer’s
      compensation pursuant to Section 3.15 is sufficient to pay such fees. Any such
      agreement shall include a provision that such agreement may be immediately
      terminated by any successor Servicer without fee, in the event the Servicer
      shall for any reason, no longer be the Servicer of the Mortgage Loans (including
      termination due to the Servicer Event of Default).

     

    (d) In
      addition to the withdrawals permitted under Section 3.21(c), the Servicer may
      from time to time make withdrawals from the REO Account for any REO Property:
      (i) to pay itself unpaid Servicing Fees in respect of the related Mortgage
      Loan;
      and (ii) to reimburse itself or any Sub-Servicer for unreimbursed Servicing
      Advances and other advances made in respect of such REO Property or the related
      Mortgage Loan. On the Servicer Remittance Date, the Servicer shall withdraw
      from
      each REO Account and deposit into the Distribution Account in accordance with
      Section 3.08(d)(ii), for distribution on the related Distribution Date in
      accordance with Section 5.01, the income from the related REO Property received
      during the prior calendar month, net of any withdrawals made pursuant to Section
      3.21(c) or this Section 3.21(d).

     

    (e) Subject
      to the time constraints set forth in Section 3.21(a), each REO Disposition
      shall
      be carried out by the Servicer at such price and upon such terms and conditions
      as the Servicer shall deem necessary or advisable, as shall be normal and usual
      in accordance with Accepted Servicing Practices.

     

    (f) The
      proceeds from the REO Disposition, net of any amount required by law to be
      remitted to the Mortgagor under the related Mortgage Loan and net of any payment
      or reimbursement to the Servicer as provided above, shall be deposited in the
      Distribution Account in accordance with Section 3.08(d)(ii) on the Servicer
      Remittance Date in the month following the receipt thereof for distribution
      on
      the related Distribution Date in accordance with Section 5.01. Any REO
      Disposition shall be for cash only (unless changes in the REMIC Provisions
      made
      subsequent to the Startup Day allow a sale for other
      consideration).

     

    
      
        
        

      

      
        128

        
          

        

      

      
        
        

      

    

     

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

     

    SECTION
      3.22. Obligations
      of the Servicer in Respect of Prepayment Interest Shortfalls; Relief Act
      Interest Shortfalls.

     

    The
      Servicer shall deliver to the Securities Administrator for deposit into the
      Distribution Account on the Servicer Remittance Date from its own funds an
      amount equal to the lesser of (i) the aggregate amount of the Prepayment
      Interest Shortfalls attributable to Principal Prepayments in full on the related
      Mortgage Loans for the related Distribution Date resulting solely from voluntary
      Principal Prepayments received by the Servicer during the portion of the related
      Prepayment Period occurring between the sixteenth (16th)
      day of
      the month preceding the month in which the related Distribution Date occurs
      and
      ending on the last day of such month and (ii) the aggregate amount of the
      related Servicing Fees payable to Servicer on such Distribution Date with
      respect to the related Mortgage Loans. The Servicer shall not have the right
      to
      reimbursement for any amounts remitted to the Securities Administrator in
      respect of this Section 3.22. The Servicer shall not be obligated to pay
      the amounts set forth in this Section 3.22 with respect to shortfalls
      resulting from the application of the Relief Act.

     

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

     

    In
      the
      event that a shortfall in any collection on or liability with respect to any
      Mortgage Loan results from or is attributable to adjustments to Mortgage Rates,
      Monthly Payments or Stated Principal Balances that were made by the Servicer
      in
      a manner not consistent with the terms of the related Mortgage Note and this
      Agreement, the Servicer, upon discovery or receipt of notice thereof,
      immediately shall deliver to the Securities Administrator for deposit in the
      Distribution Account from its own funds the amount of any such shortfall and
      shall indemnify and hold harmless the Trust Fund, the Trustee, the Securities
      Administrator, the Master Servicer, the Depositor and any successor servicer
      in
      respect of any such liability. Such indemnities shall survive the termination
      or
      discharge of this Agreement. Notwithstanding the foregoing, this
      Section 3.23 shall not limit the ability of the Servicer to seek recovery
      of any such amounts from the related Mortgagor under the terms of the related
      Mortgage Note and Mortgage, to the extent permitted by applicable
      law.

     

    SECTION
      3.24. Reserve
      Fund.

     

    (a) No
      later
      than the Closing Date, the Securities Administrator shall establish and maintain
      a separate, segregated trust account entitled, “Reserve Fund, Wells Fargo Bank,
      National Association, in trust for the registered holders of ACE Securities
      Corp. Home Equity Loan Trust, Series 2007-WM1 Asset Backed Pass-Through
      Certificates.” On the Closing Date, the Depositor will deposit, or cause to be
      deposited, into the Reserve Fund $1,000. In addition, the amount deposited
      in
      the Reserve Fund shall be increased by any payments received by the Securities
      Administrator under the Group I Cap Contract and deposited into the Reserve
      Fund
      for the benefit of the Class A-1 Certificates and the Mezzanine Certificates
      and
      under the Group II Cap Contract and deposited in the Reserve Fund for the
      benefit of the Class A-2 Certificates and the Mezzanine Certificates.


     

    
      
        
        

      

      
        129

        
          

        

      

      
        
        

      

    

     

    (b) On
      each
      Distribution Date, the Securities Administrator shall deposit into the Reserve
      Fund the amounts described in Section 5.01(c)(7)(vi), rather than
      distributing such amounts to the Class CE Certificateholders pursuant to
      Section 5.01(c)(7)(viii). On each such Distribution Date, the Securities
      Administrator shall hold all such amounts for the benefit of the Holders of
      the
      Class A Certificates and the Mezzanine Certificates and will distribute such
      amounts to the Holders of the Class A Certificates and the Mezzanine
      Certificates, in the amounts and priorities set forth in Section 5.01(c).
      If no Net WAC Rate Carryover Amounts are payable on a Distribution Date, the
      Securities Administrator shall deposit, into the Reserve Fund on behalf of
      the
      Class CE Certificateholders, from amounts otherwise distributable to the Class
      CE Certificateholders, an amount such that when added to other amounts already
      on deposit in the Reserve Fund, the aggregate amount on deposit therein is
      equal
      to $1,000.

     

    (c) It
      is the
      intention of the parties hereto that, for federal and state income and state
      and
      local franchise tax purposes, the Reserve Fund be disregarded as an entity
      separate from the Holder of the Class CE Certificates unless and until the
      date
      when either (a) there is more than one Class CE Certificateholder or (b) any
      Class of Certificates in addition to the Class CE Certificates is
      recharacterized as an equity interest in the Reserve Fund for federal income
      tax
      purposes, in which case it is the intention of the parties hereto that, for
      federal and state income and state and local franchise tax purposes, the Reserve
      Fund be treated as a partnership. The Master Servicer shall not be required
      to
      prepare and file partnership tax returns in respect of such partnership unless
      it receives additional reasonable compensation (not to exceed $10,000 per year)
      for the preparation of such filings, written notification recognizing the
      creation of a partnership agreement or comparable documentation evidencing
      the
      partnership. All amounts deposited into the Reserve Fund (other than the initial
      deposit therein of $1,000 and any amounts paid to the Reserve Fund from the
      Cap
      Contracts) shall be treated as amounts distributed by REMIC III to the Holders
      of the Class CE Certificates. Upon the termination of the Trust Fund, or the
      payment in full of the Class A Certificates and the Mezzanine Certificates,
      all
      amounts remaining on deposit in the Reserve Fund will be released by the Trust
      Fund and distributed to the Class CE Certificateholders or their designees.
      The
      Reserve Fund constitutes an “outside reserve fund” within the meaning of
      Treasury Regulation § 1.860G-2(h). The Reserve Fund will be part of the Trust
      Fund but not part of any REMIC and any payments to the Holders of the Class
      A
      Certificates or the Mezzanine Certificates of Net WAC Rate Carryover Amounts
      will not be payments with respect to a “regular interest” in a REMIC within the
      meaning of Code Section 860(G)(a)(1).

     

    (d) By
      accepting a Class CE Certificate, each Class CE Certificateholder hereby agrees
      that the Securities Administrator will deposit into the Reserve Fund the amounts
      described above on each Distribution Date rather than distributing such amounts
      to the Class CE Certificateholders. By accepting a Class CE Certificate, each
      Class CE Certificateholder further agrees that its agreement to such action
      by
      the Securities Administrator is given for good and valuable consideration,
      the
      receipt and sufficiency of which is acknowledged by such
      acceptance.

     

    
      
        
        

      

      
        130

        
          

        

      

      
        
        

      

    

     

    (e) At
      the
      direction of the Holders of a majority in Percentage Interest in the Class
      CE
      Certificates, the Securities Administrator shall direct any Depository
      Institution maintaining the Reserve Fund to invest the funds in such account
      in
      one or more Permitted Investments bearing interest or sold at a discount, and
      maturing, unless payable on demand, (i) no later than the Business Day
      immediately preceding the date on which such funds are required to be withdrawn
      from such account pursuant to this Agreement, if a Person other than the
      Securities Administrator or an Affiliate manages or advises such investment,
      and
      (ii) no later than the date on which such funds are required to be withdrawn
      from such account pursuant to this Agreement, if the Securities Administrator
      or
      an Affiliate manages or advises such investment. All income and gain earned
      upon
      such investment shall be deposited into the Reserve Fund. In no event shall
      the
      Securities Administrator be liable for any investments made pursuant to this
      clause (e). If the Holders of a majority in Percentage Interest in the Class
      CE
      Certificates fail to provide investment instructions, funds on deposit in the
      Reserve Fund shall be held uninvested by the Securities Administrator without
      liability for interest or compensation.

     

    (f) For
      federal tax return and information reporting, the right of the holders of the
      Class A Certificates and the Mezzanine Certificates to receive payments from
      the
      Reserve Fund and the Supplemental Interest Trust in respect of any Net WAC
      Rate
      Carryover Amount shall be assigned a value of $1,038,500.

     

    (g) In
      the
      event that a Cap Contract is terminated prior to the Distribution Date in August
      2007, the Securities Administrator, at the direction of the Depositor, shall
      use
      reasonable efforts to appoint a successor cap counterparty using any cap
      agreement termination payments paid by the Cap Counterparty. If the Securities
      Administrator is unable to locate a qualified successor cap counterparty within
      thirty (30) days of the Early Termination Date (as defined in the Cap Contract),
      any cap agreement termination payments paid by the Cap Counterparty will be
      deposited into a separate non-interest bearing Eligible Account and the
      Securities Administrator, on each subsequent Distribution Date (until the
      termination date of the Cap Contract or the appointment of a successor cap
      counterparty), will withdraw from the amount then remaining on deposit in such
      reserve account an amount equal to the payment, if any, that would have been
      paid to the Securities Administrator by the original Cap Counterparty calculated
      in accordance with the terms of the original Cap Contract, and distribute such
      amount to the holders of the Certificates in accordance with Section
      5.01.

     

    (h) In
      the
      event that the Cap Counterparty fails to perform any of its obligations under
      a
      Cap Contract (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 an Event of Default, Termination Event, or
      Additional Termination Event (each as defined in the Cap Contract) occurs with
      respect to the related Cap Contract, the Securities Administrator shall
      immediately, but no later than the next Business Day following such failure
      or
      breach, notify the Depositor and send any notices and make any demands, on
      behalf of the Holders of the Offered Certificates, in accordance with the Cap
      Contract. 

     

    
      
        
        

      

      
        131

        
          

        

      

      
        
        

      

    

     

    (i) In
      the
      event that the Cap Counterparty’s obligations are guaranteed by a third party
      under a guaranty relating to a Cap Contract (such guaranty the “Guaranty” and
      such third party the “Guarantor”), then to the extent that the Cap 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 Cap Contract, the Securities Administrator
      shall, as soon as practicable, but no later than two (2) business days after
      the
      Swap Provider’s failure to pay, demand that the Guarantor make any and all
      payments then required to be made by the Guarantor pursuant to such Guaranty;
      provided, that the Securities Administrator shall in no event be liable for
      any
      failure or delay in the performance by the Cap Counterparty or any Guarantor
      of
      its obligations hereunder or pursuant to the Cap Contract 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
      3.25. Advance
      Facility.

     

    (a) Notwithstanding
      anything to the contrary contained herein, (i) the Servicer is hereby authorized
      to enter into an advance facility (“Advance Facility”) but no more than two
      Advance Facilities, without the prior written consent of the Trustee, which
      consent shall not be unreasonably withheld, under which (A) the Servicer sells,
      assigns or pledges to an advancing person (an “Advance Financing Person”) its
      rights under this Agreement to be reimbursed for any P&I Advances or
      Servicing Advances and/or (B) an Advance Financing Person agrees to finance
      some
      or all P&I Advances or Servicing Advances required to be made by the
      Servicer pursuant to this Agreement and (ii) the Servicer is hereby authorized
      to assign its rights to the Servicing Fee (which rights shall terminate upon
      the
      resignation, termination or removal of the Servicer pursuant to the terms of
      this Agreement); it being understood that neither the Trust Fund nor any party
      hereto shall have a right or claim (including without limitation any right
      of
      offset) to any amounts for reimbursement of P&I Advances or Servicing
      Advances so assigned or to the portion of the Servicing Fee so assigned. Subject
      to the provisions of the first sentence of this Section 3.25(a), no consent
      of
      the Depositor, Trustee, Master Servicer, Certificateholders or any other party
      is required before the Servicer may enter into an Advance Facility, but the
      Servicer shall provide notice to the Depositor, Master Servicer and the Trustee
      of the existence of any such Advance Facility promptly upon the consummation
      thereof stating (a) the identity of the Advance Financing Person and (b) the
      identity of any Person (“Servicer’s Assignee”) who has the right to receive
      amounts in reimbursement of previously unreimbursed P&I Advances or
      Servicing Advances. Notwithstanding the existence of any Advance Facility under
      which an advancing person agrees to finance P&I Advances and/or Servicing
      Advances on the Servicer’s behalf, the Servicer shall remain obligated pursuant
      to this Agreement to make P&I 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.

     

    (b) Reimbursement
      amounts (“Advance Reimbursement Amounts”) shall consist solely of amounts in
      respect of P&I Advances and/or Servicing Advances made with respect to the
      related Mortgage Loans for which the Servicer would be permitted to reimburse
      itself in accordance with this Agreement, assuming the Servicer had made the
      related P&I Advance(s) and/or Servicing Advance(s).

     

    
      
        
        

      

      
        132

        
          

        

      

      
        
        

      

    

     

    (c) The
      Servicer shall maintain and provide to any successor Servicer (with, upon
      request, a copy to the Trustee) a detailed accounting on a loan-by-loan basis
      as
      to amounts advanced by, pledged or assigned to, and reimbursed to any Advance
      Financing 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) Reimbursement
      amounts distributed with respect to each Mortgage Loan shall be allocated to
      outstanding unreimbursed P&I 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 documentation establishing any Advance Facility shall require the
      Servicer to provide to the related Advance Financing Person or its designee
      loan-by-loan information with respect to each such reimbursement amount
      distributed to such Advance Financing Person or Advance Facility trustee on
      each
      Distribution Date, to enable the Advance Financing Person or Advance Facility
      trustee to make the FIFO allocation of each such reimbursement amount with
      respect to each Mortgage Loan. The Servicer shall remain entitled to be
      reimbursed by the Advance Financing Person or Advance Facility trustee for
      all
      P&I Advances and Servicing Advances funded by the Servicer to the extent the
      related rights to be reimbursed therefor have not been sold, assigned or pledged
      to an Advance Financing Person.

     

    (e) Any
      amendment to this Section 3.25 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 3.25, including amendments to add provisions
      relating to a successor Servicer, may be entered into by the Trustee, the
      Depositor, and the Servicer without the consent of any Certificateholder,
      notwithstanding anything to the contrary in this Agreement, provided, that
      the
      Trustee has been provided an Opinion of Counsel that such amendment is
      authorized hereunder and has no material adverse effect on the
      Certificateholders, which opinion shall be an expense of the party requesting
      such opinion but in any case shall not be an expense of the Trustee or the
      Trust
      Fund; provided, further, that the amendment shall not be deemed to adversely
      affect in any material respect the interests of the Certificateholders if the
      Person requesting the amendment obtains a letter from each Rating Agency
      (instead of obtaining an Opinion of Counsel to such effect) stating that the
      amendment would not result in the downgrading or withdrawal of the respective
      ratings then assigned to the Certificates; it being understood and agreed that
      any such rating letter in and of itself will not represent a determination
      as to
      the materiality of any such amendment and will represent a determination only
      as
      to the credit issues affecting any such rating. Prior to entering into an
      Advance Facility, the Servicer shall notify the lender under such facility
      in
      writing that: (a) the P&I Advances and/or Servicing Advances financed by
      and/or pledged to the lender are obligations owed to the Servicer on a
      non-recourse basis payable only from the cash flows and proceeds received under
      this Agreement for reimbursement of P&I Advances and/or Servicing Advances
      only to the extent provided herein, and neither the Master Servicer, the
      Securities Administrator, the Trustee nor the Trust are otherwise obligated
      or
      liable to repay any P&I Advances and/or Servicing Advances financed by the
      lender; (b) the Servicer will be responsible for remitting to the lender the
      applicable amounts collected by it as Servicing Fees and as reimbursement for
      P&I Advances and/or Servicing Advances funded by the lender, as applicable,
      subject to the restrictions and priorities created in this Agreement; and (c)
      neither the Master Servicer, the Securities Administrator nor the Trustee shall
      have any responsibility to calculate any amount payable under an Advance
      Facility or to track or monitor the administration of the financing arrangement
      between the Servicer and the lender or the payment of any amount under an
      Advance Facility.

     

    
      
        
        

      

      
        133

        
          

        

      

      
        
        

      

    

     

    (f) The
      Servicer shall indemnify the Master Servicer, the Securities Administrator,
      the
      Trustee and the Trust Fund for any cost, liability or expense relating to the
      Advance Facility including, without limitation, a claim, pending or threatened,
      by an Advance Financing Person.

     

    SECTION
      3.26. Indemnification.

     

    The
      Servicer agrees to indemnify the Trustee, Master Servicer and the Securities
      Administrator, from, and hold the Trustee, Master Servicer and the Securities
      Administrator harmless against, any loss, liability or expense (including
      reasonable attorney’s fees and expenses) incurred by any such Person by reason
      of the Servicer’s willful misfeasance, bad faith or gross negligence in the
      performance of its duties under this Agreement or by reason of the Servicer’s
      reckless disregard of its obligations and duties under this Agreement. Such
      indemnity shall survive the termination or discharge of this Agreement and
      the
      resignation or removal of the Servicer, the Trustee, the Master Servicer and
      the
      Securities Administrator. Any payment hereunder made by the Servicer to any
      such
      Person shall be from the Servicer’s own funds, without reimbursement from REMIC
      I therefor.

     

    SECTION
      3.27. Additional
      Representations and Warranties.

     

    (a) The
      Servicer shall be deemed to represent to the Master Servicer and to the
      Depositor, as of the date on which information is first provided to the Master
      Servicer or the Depositor under Section 3.19(f) that, except as disclosed in
      writing to the Master Servicer or such Depositor prior to such date:
(i)
      the
      Servicer is not aware and has not received notice that any default, early
      amortization or other performance triggering event has occurred as to any other
      securitization due to any act or failure to act of the Servicer; (ii)
the
      Servicer has not been terminated as servicer in a residential mortgage loan
      securitization, either due to a servicing default or to application of a
      servicing performance test or trigger; (iii) no
      material noncompliance
      with the applicable servicing criteria with respect to other securitizations
      of
      residential mortgage loans involving the Servicer as servicer
      has been
      disclosed or reported by the Servicer; (iv) no material
      changes to the Servicer’s policies or procedures with respect to the servicing
      function it will perform under this Agreement for mortgage loans of a type
      similar to the Mortgage Loans
      have
      occurred during the three-year period immediately preceding the Closing Date;
      (v) there are no aspects of the Servicer’s financial condition that could have a
      material adverse effect on the performance by the
      Servicer of its servicing obligations under this Agreement;
      and
      (vi) there are no material
      legal or governmental proceedings pending (or known to be contemplated) against
      the Servicer or any Sub-Servicer.

     

    
      
        
        

      

      
        134

        
          

        

      

      
        
        

      

    

     

    (b) If
      so
      requested by the Master Servicer or the Depositor on any date following
the
      date
      on which information is first provided to the Master Servicer or the Depositor
      under Section 3.19(f),
      the
      Servicer shall, within ten Business Days following such request, confirm in
      writing the accuracy of the representations and warranties set forth in
      subsection (a) of this Section or, if any such representation and warranty
      is not accurate as of the date of such request, provide reasonably adequate
      disclosure of the pertinent facts, in writing, to the requesting
      party.

     

    
      
        
        

      

      
        135

        
          

        

      

      
        
        

      

    


    ARTICLE
      IV

     

    ADMINISTRATION
      AND MASTER SERVICING


    OF
      THE
      MORTGAGE LOANS BY THE MASTER SERVICER

     

    SECTION
      4.01. Master
      Servicer.

     

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

     

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

     

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

     

    
      
        
        

      

      
        136

        
          

        

      

      
        
        

      

    

     

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

     

    SECTION
      4.02. REMIC-Related
      Covenants.

     

    For
      as
      long as each REMIC shall exist, the Trustee and the Securities Administrator
      shall act in accordance herewith to treat such REMIC as a REMIC, and the Trustee
      and the Securities Administrator shall comply with any directions of the
      Sponsor, the Servicer or the Master Servicer to assure such continuing
      treatment. In particular, the Trustee shall not (a) sell or permit the sale
      of
      all or any portion of the Mortgage Loans or of any investment of deposits in
      an
      Account unless such sale is as a result of a repurchase of the Mortgage Loans
      pursuant to this Agreement or the Trustee has received a REMIC Opinion prepared
      at the expense of the Trust Fund; and (b) other than with respect to a
      substitution pursuant to the Mortgage Loan Purchase Agreement or
      Section 2.03 of this Agreement, as applicable, accept any contribution to
      any REMIC after the Startup Day without receipt of an Opinion of Counsel stating
      that such contribution will not result in an Adverse REMIC Event as defined
      in
      Section 11.01(f).

     

    SECTION
      4.03. Monitoring
      of Servicer.

     

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

     

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

     

    
      
        
        

      

      
        137

        
          

        

      

      
        
        

      

    

     

    (c) The
      Master Servicer shall be entitled to be reimbursed by the Servicer (or from
      amounts on deposit in the Distribution Account if the Servicer is unable to
      fulfill its obligations hereunder) for all reasonable out-of-pocket or third
      party costs associated with the transfer of servicing from the predecessor
      Servicer (or if the predecessor Servicer is the Master Servicer, from the
      Servicer immediately preceding the Master Servicer), including without
      limitation, any reasonable out-of-pocket or third party costs or expenses
      associated with the complete transfer of all servicing data and the completion,
      correction or manipulation of such servicing data as may be required by the
      successor servicer to correct any errors or insufficiencies in the servicing
      data or otherwise to enable the successor servicer to service the Mortgage
      Loans
      properly and effectively, upon presentation of reasonable documentation of
      such
      costs and expenses.

     

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

     

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

     

    SECTION
      4.04. Fidelity
      Bond.

     

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

     

    SECTION
      4.05. Power
      to
      Act; Procedures.

     

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

     

    
      
        
        

      

      
        138

        
          

        

      

      
        
        

      

    

     

    SECTION
      4.06. Due-on-Sale
      Clauses; Assumption Agreements.

     

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

     

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

     

    (a) The
      Master Servicer shall transmit to the Trustee or the Custodian such documents
      and instruments coming into the possession of the Master Servicer from time
      to
      time as are required by the terms hereof to be delivered to the Trustee or
      the
      Custodian. Any funds received by the Master Servicer in respect of any Mortgage
      Loan or which otherwise are collected by the Master Servicer as Liquidation
      Proceeds or Insurance Proceeds in respect of any Mortgage Loan shall be remitted
      to the Securities Administrator for deposit in the Distribution Account. The
      Master Servicer shall, and, subject to Section 3.20 of this Agreement, shall
      cause the Servicer to provide access to information and documentation regarding
      the Mortgage Loans to the Trustee, its agents and accountants at any time upon
      reasonable request and during normal business hours, and to Certificateholders
      that are savings and loan associations, banks or insurance companies, the Office
      of Thrift Supervision, the FDIC and the supervisory agents and examiners of
      such
      Office and Corporation or examiners of any other federal or state banking or
      insurance regulatory authority if so required by applicable regulations of
      the
      Office of Thrift Supervision or other regulatory authority, such access to
      be
      afforded without charge but only upon reasonable request in writing and during
      normal business hours at the offices of the Master Servicer designated by it.
      In
      fulfilling such a request the Master Servicer shall not be responsible for
      determining the sufficiency of such information.

     

    
      
        
        

      

      
        139

        
          

        

      

      
        
        

      

    

     

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

     

    SECTION
      4.08. Standard
      Hazard Insurance and Flood Insurance Policies.

     

    For
      each
      Mortgage Loan, the Master Servicer shall enforce the obligation of the Servicer
      under this Agreement to maintain or cause to be maintained standard fire and
      casualty insurance and, where applicable, flood insurance, all in accordance
      with the provisions of this Agreement. It is understood and agreed that such
      insurance shall be with insurers meeting the eligibility requirements set forth
      in Section 3.11 of this Agreement and that no earthquake or other additional
      insurance is to be required of any Mortgagor or to be maintained on property
      acquired in respect of a defaulted loan, other than pursuant to such applicable
      laws and regulations as shall at any time be in force and as shall require
      such
      additional insurance.

     

    SECTION
      4.09. Presentment
      of Claims and Collection of Proceeds.

     

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

     

    SECTION
      4.10. Maintenance
      of Primary Mortgage Insurance Policies.

     

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

     

    
      
        
        

      

      
        140

        
          

        

      

      
        
        

      

    

     

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

     

    SECTION
      4.11. Trustee
      to Retain Possession of Certain Insurance Policies and Documents.

     

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

     

    SECTION
      4.12. Realization
      Upon Defaulted Mortgage Loans.

     

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

     

    SECTION
      4.13. Compensation
      for the Master Servicer.

     

    As
      compensation for the activities of the Master Servicer hereunder, the Master
      Servicer shall be entitled to the Master Servicing Fee and the income from
      investment of or earnings on the funds from time to time in the Distribution
      Account, as provided in Section 3.10. The compensation payable to the
      Master Servicer in respect of any Distribution Date shall be reduced in
      accordance with Section 4.19. The Master Servicer shall be required to pay
      all expenses incurred by it in connection with its activities hereunder and
      shall not be entitled to reimbursement therefor except as provided in this
      Agreement.

     

    
      
        
        

      

      
        141

        
          

        

      

      
        
        

      

    

     

    SECTION
      4.14. REO
      Property.

     

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

     

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

     

    SECTION
      4.15. Master
      Servicer Annual Statement of Compliance.

     

    (a) The
      Master Servicer and the Securities Administrator shall deliver (or otherwise
      make available) (and the Master Servicer and Securities Administrator shall
      cause any Additional Servicer or Servicing Function Participant engaged by
      it to
      deliver) to the Depositor and the Securities Administrator on or before March
      15
      of each year, commencing in March 2008, an Officer’s Certificate stating, as to
      the signer thereof, that (A) a review of such party’s activities during the
      preceding calendar year or portion thereof and of such party’s performance under
      this Agreement, or such other applicable agreement in the case of an Additional
      Servicer or Servicing Function Participant, has been made under such officer’s
      supervision and (B) to the best of such officer’s knowledge, based on such
      review, such party has fulfilled all its obligations under this Agreement,
      or
      such other applicable agreement in the case of an Additional Servicer or
      Servicing Function Participant, in all material respects throughout such year
      or
      portion thereof, or, if there has been a failure to fulfill any such obligation
      in any material respect, specifying each such failure known to such officer
      and
      the nature and status thereof. 

     

    
      
        
        

      

      
        142

        
          

        

      

      
        
        

      

    

     

    (b) The
      Master Servicer shall include all annual statements of compliance received
      by it
      from the Servicer with its own annual statement of compliance to be submitted
      to
      the Securities Administrator pursuant to this Section.

     

    (c) In
      the
      event the Master Servicer, the Securities Administrator or any Servicing
      Function Participant engaged by such parties is terminated, assigns its rights
      and obligations under or resigns pursuant to the terms of this Agreement, or
      any
      applicable agreement in the case of a Servicing Function Participant, as the
      case may be, such party shall provide an Officer’s Certificate pursuant to this
      Section 4.15(c) or to such other applicable agreement, as the case may be,
      notwithstanding any such termination, assignment or resignation.

     

    (d) Failure
      of the Master Servicer to comply timely with this Section 4.15 shall be deemed
      a
      Master Servicer Event of Default, automatically, without notice and without
      any
      cure period, and the Trustee may, in addition to whatever rights the Trustee
      may
      have under this Agreement and at law or in equity or to damages, including
      injunctive relief and specific performance, terminate all the rights and
      obligations of the Master Servicer under this Agreement and in and to the
      Mortgage Loans and the proceeds thereof without compensating the Master Servicer
      for the same. This paragraph shall supersede any other provision in this
      Agreement or any other agreement to the contrary.

     

    (e) Copies
      of
      such Master Servicer annual statements of compliance shall be provided to any
      Certificateholder upon request, by the Master Servicer or by the Depositor
      at
      the Master Servicer’s expense if the Master Servicer failed to provide such
      copies (unless (i) the Master Servicer shall have failed to provide the
      Depositor with such statement or (ii) the Trustee shall be unaware of the Master
      Servicer’s failure to provide such statement).

     

    SECTION
      4.16. Master
      Servicer Assessments of Compliance.

     

    (a) By
      March
      15 of each year, commencing in March 2008, the Master Servicer and the
      Securities Administrator, each at its own expense, shall furnish, or otherwise
      make available, and each such party shall cause any Servicing Function
      Participant engaged by it to furnish, each at its own expense, to the Securities
      Administrator and the Depositor, a report on an assessment of compliance with
      the Relevant Servicing Criteria that contains (A) a statement by such party
      of
      its responsibility for assessing compliance with the Relevant Servicing
      Criteria, (B) a statement that such party used the Relevant Servicing Criteria
      to assess compliance with the Relevant Servicing Criteria, (C) such party’s
      assessment of compliance with the Relevant Servicing Criteria as of and for
      the
      fiscal year covered by the Form 10-K required to be filed pursuant to Section
      5.06(d), including, if there has been any material instance of noncompliance
      with the Relevant Servicing Criteria, a discussion of each such failure and
      the
      nature and status thereof, and (D) a statement that a registered public
      accounting firm has issued an attestation report on such party’s assessment of
      compliance with the Relevant Servicing Criteria as of and for such period.
      

     

    (b) No
      later
      than the end of each fiscal year for the Trust for which a 10-K is required
      to
      be filed, the Master Servicer shall forward to the Securities Administrator
      and
      the Depositor the name of each Servicing Function Participant engaged by it
      and
      what Relevant Servicing Criteria will be addressed in the report on assessment
      of compliance prepared by such Servicing Function Participant (provided,
      however,
      that
      the Master Servicer need not provide such information to the Securities
      Administrator so long as the Master Servicer and the Securities Administer
      are
      the same Person). When the Master Servicer and the Securities Administrator
      (or
      any Servicing Function Participant engaged by them) submit their assessments
      to
      the Securities Administrator, such parties will also at such time include the
      assessment (and attestation pursuant to Section 4.17) of each Servicing Function
      Participant engaged by it. 

     

    
      
        
        

      

      
        143

        
          

        

      

      
        
        

      

    

     

    (c) Promptly
      after receipt of each such report on assessment of compliance, (i) the Depositor
      shall review each such report and, if applicable, consult with the Master
      Servicer, the Securities Administrator and any Servicing Function Participant
      engaged by such parties as to the nature of any material instance of
      noncompliance with the Relevant Servicing Criteria by each such party, and
      (ii)
      the Securities Administrator shall confirm that the assessments, taken as a
      whole, address all of the Servicing Criteria and taken individually address
      the
      Relevant Servicing Criteria for each party as set forth on Exhibit
      E
      and on
      any similar exhibit set forth in each servicing agreement in respect of the
      Servicer and notify the Depositor of any exceptions. 

     

    (d) The
      Master Servicer shall include all annual reports on assessment of compliance
      received by it from the Servicer with its own assessment of compliance to be
      submitted to the Securities Administrator pursuant to this Section.

     

    (e) In
      the
      event the Master Servicer, the Securities Administrator or any Servicing
      Function Participant engaged by such parties is terminated, assigns its rights
      and obligations under, or resigns pursuant to the terms of this Agreement,
      or
      any applicable agreement in the case of a Servicing Function Participant, as
      the
      case may be, such party shall provide a report on assessment of compliance
      pursuant to this Section 4.16(e) or to such other applicable agreement,
      notwithstanding any such termination, assignment or resignation.

     

    (f) Failure
      of the Master Servicer to comply timely with this Section 4.16 shall be deemed
      a
      Master Servicer Event of Default, automatically, without notice and without
      any
      cure period, and the Trustee may, in addition to whatever rights the Trustee
      may
      have under this Agreement and at law or in equity or to damages, including
      injunctive relief and specific performance, terminate all the rights and
      obligations of the Master Servicer under this Agreement and in and to the
      Mortgage Loans and the proceeds thereof without compensating the Master Servicer
      for the same. This paragraph shall supersede any other provision in this
      Agreement or any other agreement to the contrary.

     

    (g) Delivery
      under this Section 4.16 of such reports, information and documents to the
      Trustee is for informational purposes only, and the Trustee’s receipt of such
      shall not constitute constructive notice of any information contained therein
      or
      determinable from information contained therein, including the Master Servicer’s
      compliance with any of its covenants hereunder (as to which the Trustee is
      entitled to conclusively rely exclusively on an Officer’s
      Certificate).

     

    SECTION
      4.17. Master
      Servicer Attestation Reports.

     

    (a) By
      March
      15 of each year, commencing in March 2008, the Master Servicer and the
      Securities Administrator, each at its own expense, shall cause, and each such
      party shall cause any Servicing Function Participant engaged by it to cause,
      each at its own expense, a registered public accounting firm (which may also
      render other services to the Master Servicer, the Securities Administrator,
      or
      such other Servicing Function Participants, as the case may be) and that is
      a
      member of the American Institute of Certified Public Accountants to furnish
      an
      attestation report to the Securities Administrator and the Depositor, to the
      effect that (i) it has obtained a representation regarding certain matters
      from
      the management of such party, which includes an assertion that such party has
      complied with the Relevant Servicing Criteria, and (ii) on the basis of an
      examination conducted by such firm in accordance with standards for attestation
      engagements issued or adopted by the PCAOB, it is expressing an opinion as
      to
      whether such party’s compliance with the Relevant Servicing Criteria was fairly
      stated in all material respects, or it cannot express an overall opinion
      regarding such party’s assessment of compliance with the Relevant Servicing
      Criteria. In the event that an overall opinion cannot be expressed, such
      registered public accounting firm shall state in such report why it was unable
      to express such an opinion. Such report must be available for general use and
      not contain restricted use language. 

     

    
      
        
        

      

      
        144

        
          

        

      

      
        
        

      

    

     

    (b) Promptly
      after receipt of such assessment of compliance and attestation report from
      the
      Master Servicer, the Securities Administrator or any Servicing Function
      Participant engaged by such parties, the Securities Administrator shall confirm
      that each assessment submitted pursuant to Section 4.16 is coupled with an
      attestation meeting the requirements of this Section and notify the Depositor
      of
      any exceptions. 

     

    (c) The
      Master Servicer shall include each such attestation furnished to it from the
      Servicer with its own attestation to be submitted to the Securities
      Administrator pursuant to this Section.

     

    (d) In
      the
      event the Master Servicer, the Securities Administrator or any Servicing
      Function Participant engaged by such parties is terminated, assigns its rights
      and duties under, or resigns pursuant to the terms of this Agreement, or any
      applicable custodial agreement or servicing or sub-servicing agreement in the
      case of a Servicing Function Participant, as the case may be, such party shall
      cause a registered public accounting firm to provide an attestation pursuant
      to
      this Section 4.17 or such other applicable agreement notwithstanding any such
      termination, assignment or resignation.

     

    (e) Failure
      of the Master Servicer to comply timely with this Section 4.17 shall be deemed
      a
      Master Servicer Event of Default, automatically, without notice and without
      any
      cure period, and the Trustee may, in addition to whatever rights the Trustee
      may
      have under this Agreement and at law or in equity or to damages, including
      injunctive relief and specific performance, terminate all the rights and
      obligations of the Master Servicer under this Agreement and in and to the
      Mortgage Loans and the proceeds thereof without compensating the Master Servicer
      for the same. This paragraph shall supersede any other provision in this
      Agreement or any other agreement to the contrary.

     

    SECTION
      4.18. Annual
      Certification.

     

    Each
      Form
      10-K required to be filed for the Trust pursuant to Section 5.06 shall include
      a
      certification (the “Sarbanes-Oxley
      Certification”)
      required to be included therewith pursuant to the Sarbanes-Oxley Act. Each
      of
      the Master Servicer and the Securities Administrator shall provide, and shall
      cause any Servicing Function Participant engaged by it to, provide to the Person
      who signs the Sarbanes-Oxley Certification (the “Certifying
      Person”),
      by
      March 15 of each year in which the Trust is subject to the reporting
      requirements of the Exchange Act and otherwise within a reasonable period of
      time upon request, a certification (each, a “Back-Up
      Certification”),
      in
      the form attached hereto as Exhibit
      C,
      upon
      which the Certifying Person, the entity for which the Certifying Person acts
      as
      an officer, and such entity’s officers, directors and Affiliates (collectively
      with the Certifying Person, “Certification
      Parties”)
      can
      reasonably rely. The senior officer of the Master Servicer in charge of the
      master servicing function shall serve as the Certifying Person on behalf of
      the
      Trust. Such officer of the Certifying Person can be contacted by e-mail at
      cts.sec.notifications@wellsfargo.com or by facsimile at 410-715-2380. In the
      event any such party or any Servicing Function Participant engaged by such
      party
      is terminated, assigns its rights or duties under, or resigns pursuant to the
      terms of this Agreement, or any applicable sub-servicing agreement, as the
      case
      may be, such party shall provide a Back-Up Certification to the Certifying
      Person pursuant to this Section 4.18 with respect to the period of time it
      was
      subject to this Agreement or any applicable sub-servicing agreement, as the
      case
      may be. Notwithstanding the foregoing, (i) the Master Servicer and the
      Securities Administrator shall not be required to deliver a Back-Up
      Certification to each other if both are the same Person and the Master Servicer
      is the Certifying Person and (ii) the Master Servicer shall not be obligated
      to
      sign the Sarbanes-Oxley Certification in the event that it does not receive
      any
      Back-Up Certification required to be furnished to it pursuant to this Section.
      

     

    
      
        
        

      

      
        145

        
          

        

      

      
        
        

      

    

     

    SECTION
      4.19. Obligation
      of the Master Servicer in Respect of Prepayment Interest
      Shortfalls.

     

    In
      the
      event of any Prepayment Interest Shortfalls, the Master Servicer shall deposit
      into the Distribution Account not later than the related Distribution Date
      an
      amount equal to the lesser of (i) the aggregate amounts required to be paid
      by
      the Servicer with respect to Prepayment Interest Shortfalls attributable to
      Principal Prepayments in full on the Mortgage Loans for the related Distribution
      Date, and not so paid by the Servicer and (ii) the aggregate amount of the
      compensation payable to the Master Servicer for such Distribution Date in
      accordance with Section 4.13, without reimbursement therefor.

     

    SECTION
      4.20. Prepayment
      Penalty Verification.

     

    On
      or
      prior to each Servicer Remittance Date, the Servicer shall provide in an
      electronic format acceptable to the Master Servicer the data necessary for
      the
      Master Servicer to perform its verification duties set forth in this Section
      4.20. The Master Servicer or a third party reasonably acceptable to the Master
      Servicer and the Depositor (the “Verification Agent”) will perform such
      verification duties and will use its best efforts to issue its findings in
      a
      report (the “Verification Report”) delivered to the Master Servicer and the
      Depositor within ten (10) Business Days following the related Distribution
      Date;
      provided, however, that if the Verification Agent is unable to issue the
      Verification Report within ten (10) Business Days following the Distribution
      Date, the Verification Agent may issue and deliver to the Master Servicer and
      the Depositor the Verification Report upon the completion of its verification
      duties. The Master Servicer shall forward the Verification Report to the
      Servicer and shall notify the Servicer if the Master Servicer has determined
      that the Servicer did not deliver the appropriate Prepayment Charge to the
      Securities Administrator in accordance with this Agreement. Such written
      notification from the Master Servicer shall include the loan number, prepayment
      penalty code and prepayment penalty amount as calculated by the Master Servicer
      or the Verification Agent, as applicable, of each Mortgage Loan for which there
      is a discrepancy. If the Servicer agrees with the verified amounts, the Servicer
      shall adjust the immediately succeeding Servicer Report and the amount remitted
      to the Securities Administrator with respect to prepayments accordingly. If
      the
      Servicer disagrees with the determination of the Master Servicer, the Servicer
      shall, within five (5) Business Days of its receipt of the Verification Report,
      notify the Master Servicer of such disagreement and provide the Master Servicer
      with detailed information to support its position. The Servicer and the Master
      Servicer shall cooperate to resolve any discrepancy on or prior to the
      immediately succeeding Servicer Remittance Date, and the Servicer will indicate
      the effect of such resolution on the Servicer Report and shall adjust the amount
      remitted with respect to prepayments on such Servicer Remittance Date
      accordingly.

     

    
      
        
        

      

      
        146

        
          

        

      

      
        
        

      

    

     

    During
      such time as the Servicer and the Master Servicer are resolving discrepancies
      with respect to the Prepayment Charges, no payments in respect of any disputed
      Prepayment Charges will be remitted to the Securities Administrator for deposit
      in the Distribution Account and the Master Servicer shall not be obligated
      to
      deposit such payments, unless otherwise required pursuant to Section 8.01
      hereof. In connection with such duties, the Master Servicer shall be able to
      rely solely on the information provided to it by the Servicer in accordance
      with
      this Section. The Master Servicer shall not be responsible for verifying the
      accuracy of any of the information provided to it by the Servicer.

     

    
      
        
        

      

      
        147

        
          

        

      

      
        
        

      

    


    ARTICLE
      V


    PAYMENTS
      TO CERTIFICATEHOLDERS

     

    SECTION
      5.01. Distributions.

     

    On
      each
      Distribution Date, the following amounts, in the following order of priority,
      shall be distributed by REMIC I to REMIC II on account of the REMIC I Regular
      Interests and distributed to the holders of the Class R Certificates (in respect
      of the Class R-I Interest), as the case may be:

     

    (a) (1) With
      respect to the Group I Mortgage Loans:

     

    (i) to
      Holders of REMIC I Regular Interest I, and each of REMIC I Regular Interest
      I-1-A through I-54-B, pro
      rata,
      in an
      amount equal to (A) Uncertificated 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, to the Holders of REMIC I Regular Interest I, an amount of principal
      shall be distributed to such Holders until the Uncertificated Balance of REMIC
      I
      Regular Interest I is reduced to zero; and

     

    (iii) to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      and (ii) above, payments of principal shall be allocated to REMIC I Regular
      Interests I-1-A through I-54-B starting with the lowest numerical denomination
      until the Uncertificated 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.

     

    (2) With
      respect to the Group II Mortgage Loans:

     

    (i) to
      Holders of REMIC I Regular Interest II and each of REMIC I Regular Interest
      II-1-A through II-54-B, pro
      rata,
      in an
      amount equal to (A) Uncertificated 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, to the Holders of REMIC I Regular Interest II, an amount of principal
      shall be distributed to such Holders until the Uncertificated Balance of REMIC
      I
      Regular Interest II is reduced to zero; and

     

    (iii) to
      the
      extent of amounts remaining after the distributions made pursuant to clause
      (i)
      and (ii) above, payments of principal shall be allocated to REMIC I Regular
      interests II-1-A through II-54-B starting with the lowest numerical denomination
      until the Uncertificated 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.

     

    
      
        
        

      

      
        148

        
          

        

      

      
        
        

      

    

     

    (b) to
      the
      Holders of REMIC I Regular Interest I-54-B, all amounts representing Prepayment
      Charges in respect of the Group I Mortgage Loans received during the related
      Prepayment Period and to the Holders of REMIC I Regular Interest II-54-B, all
      amounts representing Prepayment Charges in respect of the Group II Mortgage
      Loans received during the related Prepayment Period.

     

    (c) (1)
      On
      each Distribution Date, the following amounts, in the following order of
      priority, shall 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-II
      Interest), as the case may be:

     

    (i) first
      to
      the Holders of REMIC II Regular Interest IO, in an amount equal to (A)
      Uncertificated Interest for such REMIC II Regular Interest for such Distribution
      Date, plus (B) any amounts in respect thereof remaining unpaid from previous
      Distribution Dates and second, to the Holders of REMIC II Regular Interest
      AA,
      REMIC II Regular Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular
      Interest A-2B, REMIC II Regular Interest A-2C, REMIC II Regular Interest A-2D,
      REMIC II Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular
      Interest M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5,
      REMIC II Regular Interest M-6, REMIC II Regular Interest M-7, REMIC II Regular
      Interest M-8, REMIC II Regular Interest M-9, REMIC II Regular Interest M-10,
      REMIC II Regular Interest P and REMIC II Regular Interest ZZ, pro
      rata,
      in an
      amount equal to (A) the Uncertificated Interest for such Distribution Date,
      plus
      (B) any amounts in respect thereof remaining unpaid from previous Distribution
      Dates. Amounts payable as Uncertificated Interest in respect of REMIC II Regular
      Interest ZZ shall be reduced when the REMIC II Overcollateralization Amount
      is
      less than the REMIC II Required Overcollateralization Amount, by the lesser
      of
      (x) the amount of such difference and (y) the Maximum ZZ Uncertificated Interest
      Deferral Amount and such amount will be payable to the Holders of REMIC II
      Regular Interest A-1, REMIC II Regular Interest A-2A, REMIC II Regular Interest
      A-2B, REMIC II Regular Interest A-2C, REMIC II Regular Interest A-2D, REMIC
      II
      Regular Interest M-1, REMIC II Regular Interest M-2, REMIC II Regular Interest
      M-3, REMIC II Regular Interest M-4, REMIC II Regular Interest M-5, REMIC II
      Regular Interest M-6, REMIC II Regular Interest M-7, REMIC II Regular Interest
      M-8, REMIC II Regular Interest M-9 and REMIC II Regular Interest M-10 in the
      same proportion as the Overcollateralization Increase Amount is allocated to
      the
      Corresponding Certificates and the Uncertificated Balance of REMIC II Regular
      Interest ZZ shall be increased by such amount;

     

    (ii) to
      Holders of REMIC II Regular Interest I-SUB, REMIC II Regular Interest I-GRP,
      REMIC II Regular Interest II-SUB, REMIC II Regular Interest II-GRP, and REMIC
      II
      Regular Interest XX, pro
      rata,
      in an
      amount equal to (A) the Uncertificated Interest for such Distribution Date,
      plus
      (B) any amounts in respect thereof remaining unpaid from previous Distribution
      Dates;

     

    
      
        
        

      

      
        149

        
          

        

      

      
        
        

      

    

     

    (iii) to
      the
      Holders of REMIC II Regular Interests, in an amount equal to the remainder
      of
      the REMIC II Marker Allocation Percentage of the available funds for such
      Distribution Date after the distributions made pursuant to clause (i) above,
      allocated as follows:

     

    (A) 98.00%
      of
      such remainder to the Holders of REMIC II Regular Interest AA, until the
      Uncertificated Balance of such REMIC II Regular Interest is reduced to
      zero;

     

    (B) 2.00%
      of
      such remainder, first, to the Holders of REMIC II Regular Interest A-1, REMIC
      II
      Regular Interest A-2A, REMIC II Regular Interest A-2B, REMIC II Regular Interest
      A-2C, REMIC II Regular Interest A-2D, REMIC II Regular Interest M-1, REMIC
      II
      Regular Interest M-2, REMIC II Regular Interest M-3, REMIC II Regular Interest
      M-4, REMIC II Regular Interest M-5, REMIC II Regular Interest M-6, REMIC II
      Regular Interest M-7, REMIC II Regular Interest M-8, REMIC II Regular Interest
      M-9 and REMIC II Regular Interest M-10, 1% of and in the same proportion as
      principal payments are allocated to the Corresponding Certificates, until the
      Uncertificated Balances of such REMIC II Regular Interests are reduced to zero
      and second to the Holders of REMIC II Regular Interest ZZ, until the
      Uncertificated Balance of such REMIC II Regular Interest is reduced to
      zero;

     

    (C) to
      the
      Holders of REMIC II Regular Interest P, (1) 100% of the Prepayment Charges
      deemed distributed on REMIC I Regular Interest I-54-B and REMIC I Regular
      Interest II-54-B and (2) on the Distribution Date immediately following the
      expiration of the latest Prepayment Charge as identified on the Prepayment
      Charge Schedule or any Distribution Date thereafter until $100 has been
      distributed pursuant to this clause; then

     

    (D) any
      remaining amount to the Holders of the Class R Certificate, in respect of the
      Class R-II Interest;

     

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

     

    (iv) 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 (ii) 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 Balance of each REMIC
      II Regular Interest ending with the designation “GRP” equal to 0.01% of the
      aggregate Stated Principal Balance of the Mortgage Loans in the related loan
      group; second, to each REMIC II Regular Interest ending with the designation
      “SUB,” so that the Uncertificated Balance of each such REMIC II Regular Interest
      is equal to 0.01% of the excess of (x) the aggregate Stated Principal Balance
      of
      the Mortgage Loans in the related loan group over (y) the current Certificate
      Principal Balance of the Class A Certificate 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
      XX.

     

    
      
        
        

      

      
        150

        
          

        

      

      
        
        

      

    

     

    (v) Notwithstanding
      the distributions described in Section 5.01(c)(1), distributions of funds shall
      be made to Certificateholders only in accordance with Section 5.01(c)(2) through
      (7).

     

    (2) On
      each
      Distribution Date, the Securities Administrator shall withdraw from the
      Distribution Account to the extent on deposit therein an amount equal to the
      Group I Interest Remittance Amount and make the following disbursements and
      transfers in the order of priority described below, in each case to the extent
      of the Group I Interest Remittance Amount remaining for such Distribution
      Date:

     

    first,
      commencing on the Distribution Date in August 2007, to the Supplemental Interest
      Trust, an amount equal to (x) the Group I Allocation Percentage of (i) any
      Net
      Swap Payment owed to the Swap Provider and (ii) any Swap Termination Payment
      owed to the Swap Provider not due to a Swap Provider Trigger Event (to the
      extent such amount has not been paid by the Securities Administrator from any
      upfront payment received pursuant to any related replacement interest rate
      swap
      agreement that may be entered into by the Trustee on behalf of the Supplemental
      Interest Trust) and (y) any Swap Payment and Swap Termination Payment not paid
      pursuant to clause (x) in first
      under
      Section 5.01(c)(3) below;

     

    second,
      to the
      Holders of the Class A-1 Certificates, the Senior Interest Distribution Amount
      allocable to the Class A-1 Certificates; and

     

    third,
      concurrently, to the Holders of the Class A-2A, Class A-2B, Class A-2C and
      Class
      A-2D Certificates, the Senior Interest Distribution Amount allocable to each
      such Class, to the extent remaining unpaid after the distribution of the Group
      II Interest Remittance Amount as set forth in Section 5.01(c)(3) below on a
      pro
      rata basis, based on the entitlement of each such Class.

     

    (3) On
      each
      Distribution Date, the Securities Administrator shall withdraw from the
      Distribution Account to the extent on deposit therein an amount equal to the
      Group II Interest Remittance Amount and make the following disbursements and
      transfers in the order of priority described below, in each case to the extent
      of the Group II Interest Remittance Amount remaining for such Distribution
      Date:

     

    first,
      commencing on the Distribution Date in August 2007, to the Supplemental Interest
      Trust, an amount equal to (x) the Group II Allocation Percentage of (i) any
      Net
      Swap Payment owed to the Swap Provider and (ii) any Swap Termination Payment
      owed to the Swap Provider not due to a Swap Provider Trigger Event; (to the
      extent such amount has not been paid by the Securities Administrator from any
      upfront payment received pursuant to any related replacement interest rate
      swap
      agreement that may be entered into by the Trustee on behalf of the Supplemental
      Interest Trust)and (y) any Swap Payment and Swap Termination Payment not paid
      pursuant to clause (x) in first
      under
      Section 5.01(c)(2) above;

     

    
      
        
        

      

      
        151

        
          

        

      

      
        
        

      

    

     

    second, concurrently,
      to the Holders of the Class A-2A, Class A-2B, Class A-2C and Class A-2D
      Certificates, the Senior Interest Distribution Amount allocable to each such
      Class, on a pro rata basis, based on the entitlement of each such Class;
      and

     

    third,
      to the
      Holders of the Class A-1 Certificates, the Senior Interest Distribution Amount
      allocable to the Class A-1 Certificates, to the extent remaining unpaid after
      the distribution of the Group I Interest Remittance Amount as set forth in
      Section 5.01(c)(2) above.

     

    (4) On
      each
      Distribution Date, the Securities Administrator shall withdraw from the
      Distribution Account to the extent on deposit therein an amount equal to the
      Group I Interest Remittance Amount and the Group II Interest Remittance Amount
      remaining after the distributions required by clauses (2) and (3) above and
      make
      the following disbursements and transfers in the order of priority described
      below, in each case to the extent of the Group I Interest Remittance Amount
      and
      Group II Interest Remittance Amount remaining for such Distribution
      Date:

     

    sequentially,
      to the Holders of 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, Class M-9 and Class M-10 Certificates, in
      that
      order, to the extent of the Interest Distribution Amount allocable to each
      such
      Class.

     

    (5) On
      each
      Distribution Date (a) prior to the Stepdown Date or (b) on which a Trigger
      Event
      is in effect, the Securities Administrator shall withdraw from the Distribution
      Account to the extent on deposit therein an amount equal to the Group I
      Principal Distribution Amount and the Group II Principal Distribution Amount
      and
      distribute to the Certificateholders the following amounts, in the following
      order of priority:

     

    (i) The
      Group
      I Principal Distribution Amount shall be distributed in the following order
      of
      priority:

     

    first,
      commencing on the Distribution Date in August 2007, to the Supplemental Interest
      Trust, an amount equal to the Group I Allocation Percentage of (i) any Net
      Swap
      Payment owed to the Swap Provider and (ii) any Swap Termination Payment owed
      to
      the Swap Provider not due to a Swap Provider Trigger Event to the extent not
      paid from the Interest Remittance Amount on such Distribution Date;

     

    second,
      to the
      Holders of the Class A-1 Certificates until the Certificate Principal Balance
      of
      the Class A-1 Certificates has been reduced to zero; and

     

    third,
      sequentially, to the Holders of the Class A-2A, Class A-2B, Class A-2C and
      Class
      A-2D Certificates, in that order, after taking into account the distribution
      of
      the Group II Principal Distribution Amount as described in Section
      5.01(c)(5)(ii) below, until the Certificate Principal Balance of each such
      Class
      has been reduced to zero. 

     

    
      
        
        

      

      
        152

        
          

        

      

      
        
        

      

    

     

    (ii) The
      Group
      II Principal Distribution Amount shall be distributed in the following order
      of
      priority:

     

    first,
      commencing on the Distribution Date in August 2007, to the Supplemental Interest
      Trust, an amount equal to the Group II Allocation Percentage of (i) any Net
      Swap
      Payment owed to the Swap Provider and (ii) any Swap Termination Payment owed
      to
      the Swap Provider not due to a Swap Provider Trigger Event to the extent not
      paid from the Interest Remittance Amount on such Distribution Date;

     

    second,
      sequentially, to the Holders of the Class A-2A Class A-2B, Class A-2C and Class
      A-2D Certificates, in that order, until the Certificate Principal Balance of
      each such Class has been reduced to zero; and

     

    third,
      to the
      Holders of the Class A-1 Certificates after taking into account the distribution
      of the Group I Principal Distribution Amount as described in Section
      5.01(c)(5)(i) above, until the Certificate Principal Balance of such Class
      has
      been reduced to zero.

     

    (iii) The
      Group
      I Principal Distribution Amount and Group II Principal Distribution Amount
      remaining after distributions pursuant to Sections 5.01(c)(5)(i) and (ii) above
      shall be distributed in the following order of priority:

     

    sequentially,
      to the Holders of 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, Class M-9 and Class M-10 Certificates, in
      that
      order, until the Certificate Principal Balance of each such Class has been
      reduced to zero.

     

    (6) On
      each
      Distribution Date (a) on or after the Stepdown Date and (b) on which a Trigger
      Event is not in effect, the Securities Administrator shall withdraw from the
      Distribution Account to the extent on deposit therein an amount equal to the
      Group I Principal Distribution Amount and the Group II Principal Distribution
      Amount and distribute to the Certificateholders the following amounts, in the
      following order of priority:

     

    (iv) The
      Group
      I Principal Distribution Amount shall be distributed in the following order
      of
      priority:

     

    first,
      commencing on the Distribution Date in August 2007, to the Supplemental Interest
      Trust, an amount equal to the Group I Allocation Percentage of (i) any Net
      Swap
      Payment owed to the Swap Provider and (ii) any Swap Termination Payment owed
      to
      the Swap Provider not due to a Swap Provider Trigger Event to the extent not
      paid from the Interest Remittance Amount on such Distribution Date;

     

    
      
        
        

      

      
        153

        
          

        

      

      
        
        

      

    

     

    second,
      to the
      Holders of the Class A-1 Certificates, the Class A-1 Principal Distribution
      Amount, until the Certificate Principal Balance of such Class has been reduced
      to zero; and 

     

    third,
      sequentially, to the Holders of the Class A-2A, Class A-2B, Class A-2C and
      Class
      A-2D Certificates, in that order, after taking into account the distribution
      of
      the Group II Principal Distribution Amount pursuant to Section 5.01(c)(6)(ii)
      below, up to an amount equal to the amount, if any, of the Class A-2 Principal
      Distribution Amount remaining unpaid on such Distribution Date, until the
      Certificate Principal Balance of each such Class has been reduced to
      zero.

     

    (v) The
      Group
      II Principal Distribution Amount shall be distributed in the following order
      of
      priority:

     

    first,
      commencing on the Distribution Date in August 2007, to the Supplemental Interest
      Trust, an amount equal to the Group II Allocation Percentage of (i) any Net
      Swap
      Payment owed to the Swap Provider and (ii) any Swap Termination Payment owed
      to
      the Swap Provider not due to a Swap Provider Trigger Event to the extent not
      paid from the Interest Remittance Amount on such Distribution Date;

     

    second,
      sequentially, to the Holders of the Class A-2A, Class A-2B, Class A-2C and
      Class
      A-2D Certificates, in that order, the Class A-2 Principal Distribution Amount,
      until the Certificate Principal Balance of each such Class has been reduced
      to
      zero; and

     

    third,
      to the
      Holders of the Class A-1 Certificates, after taking into account the
      distribution of the Group I Principal Distribution Amount pursuant to Section
      5.01(c)(6)(i) above, up to an amount equal to the amount, if any, of the Class
      A-1 Principal Distribution Amount remaining unpaid on such Distribution Date,
      until the Certificate Principal Balance of the Class A-1 Certificates has been
      reduced to zero.

     

    (vi) The
      Principal Distribution Amount remaining after distributions pursuant to Sections
      5.01(c)(6)(i) and (ii) above shall be distributed in the following order of
      priority:

     

    first,
      sequentially, to the Holders of the Class M-1 Certificates, Class M-2
      Certificates and Class M-3 Certificates, in that order, the lesser of (x) the
      remaining Principal Distribution Amount and (y) the Class M-1/M-2/M-3 Principal
      Distribution Amount, in each case, until the Certificate Principal Balance
      of
      each such Class has been reduced to zero;

     

    second,
      to the
      Holders of the Class M-4 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class M-1 Certificates, Class M-2 Certificates
      and Class M-3 Certificates under clause first
      above,
      and (y) the Class M-4 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-4 Certificates has been reduced to
      zero;

     

    
      
        
        

      

      
        154

        
          

        

      

      
        
        

      

    

     

    third,
      to the
      Holders of the Class M-5 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class M-1 Certificates, Class M-2 Certificates
      and Class M-3 Certificates under clause first
      above
      and to the Holders of the Class M-4 Certificates under clause second
      above,
      and (y) the Class M-5 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-5 Certificates has been reduced to
      zero;

     

    fourth,
      to the
      Holders of the Class M-6 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class M-1 Certificates, Class M-2 Certificates
      and Class M-3 Certificates under clause first
      above,
      to the Holders of the Class M-4 Certificates under clause second
      above
      and to the Holders of the Class M-5 Certificates under clause third
      above,
      and (y) the Class M-6 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-6 Certificates has been reduced to zero;


     

    fifth,
      to the
      Holders of the Class M-7 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class M-1 Certificates, Class M-2 Certificates
      and Class M-3 Certificates under clause first
      above,
      to the Holders of the Class M-4 Certificates under clause second
      above,
      to the Holders of the Class M-5 Certificates under clause third
      above
      and to the Holders of the Class M-6 Certificates under clause fourth
      above,
      and (y) the Class M-7 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-7 Certificates has been reduced to
      zero;

     

    sixth,
      to the
      Holders of the Class M-8 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class M-1 Certificates, Class M-2 Certificates
      and Class M-3 Certificates under clause first
      above,
      to the Holders of the Class M-4 Certificates under clause second
      above,
      to the Holders of the Class M-5 Certificates under clause third
      above,
      to the Holders of the Class M-6 Certificates under clause fourth
      above
      and to the Holders of the Class M-7 Certificates under clause fifth
      above,
      and (y) the Class M-8 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-8 Certificates has been reduced to zero;


     

    seventh,
      to the
      Holders of the Class M-9 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class M-1 Certificates, Class M-2 Certificates
      and Class M-3 Certificates under clause first
      above,
      to the Holders of the Class M-4 Certificates under clause second
      above,
      to the Holders of the Class M-5 Certificates under clause third
      above,
      to the Holders of the Class M-6 Certificates under clause fourth
      above,
      to the Holders of the Class M-7 Certificates under clause fifth
      above
      and to the Holders of the Class M-8 Certificates under clause sixth
      above,
      and (y) the Class M-9 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-9 Certificates has been reduced to zero;
      and

     

    
      
        
        

      

      
        155

        
          

        

      

      
        
        

      

    

     

    eighth,
      to the
      Holders of the Class M-10 Certificates, the lesser of (x) the excess of (i)
      the
      remaining Principal Distribution Amount over (ii) the sum of the amounts
      distributed to the Holders of the Class M-1 Certificates, Class M-2 Certificates
      and Class M-3 Certificates under clause first
      above,
      to the Holders of the Class M-4 Certificates under clause second
      above,
      to the Holders of the Class M-5 Certificates under clause third
      above,
      to the Holders of the Class M-6 Certificates under clause fourth
      above,
      to the Holders of the Class M-7 Certificates under clause fifth
      above,
      to the Holders of the Class M-8 Certificates under clause sixth
      above
      and to the Holders of the Class M-9 Certificates under clause seventh
      above,
      and (y) the Class M-10 Principal Distribution Amount, until the Certificate
      Principal Balance of the Class M-10 Certificates has been reduced to
      zero.

     

    Notwithstanding
      the priority of distributions described in this Section 5.01(c) with respect
      to
      the Class A-2A, Class A-2B, Class A-2C and Class A-2D Certificates, on any
      Distribution Date which occurs after the Certificate Principal Balances of
      the
      Mezzanine Certificates and Class CE Certificates have been reduced to zero
      distributions in respect of principal to the Class A-2A, Class A-2B, Class
      A-2C
      and Class A-2D Certificates will be made on a pro rata basis, based on the
      Certificate Principal Balance of each such Class, until the Certificate
      Principal Balance of each such Class has been reduced to zero.

     

    (7) On
      each
      Distribution Date, the Net Monthly Excess Cashflow (or, in the case of clause
      (i) below, the Net Monthly Excess Cashflow exclusive of any
      Overcollateralization Reduction Amount) shall be distributed as
      follows:

     

    (i) to
      the
      Holders of the Class or Classes of Certificates then entitled to receive
      distributions in respect of principal, in an amount equal to the
      Overcollateralization Increase Amount, payable to such Holders, to be paid
      as
      part of the Principal Distribution Amount;

     

    (ii) sequentially,
      to the Holders of 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, Class M-9 and Class M-10 Certificates, in
      that
      order, in an amount equal to the Interest Carry Forward Amount allocable to
      each
      such Class;

     

    (iii) sequentially,
      to the Holders of 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, Class M-9 and Class M-10 Certificates, in
      that
      order, in an amount equal to the Allocated Realized Loss Amount allocable to
      each such Class;

     

    
      
        
        

      

      
        156

        
          

        

      

      
        
        

      

    

     

    (iv) concurrently,
      to the Holders of the Class A Certificates, in an amount equal to such
      Certificates’ allocated share of any Prepayment Interest Shortfalls on the
      Mortgage Loans to the extent not covered by payments pursuant to Section 3.22
      or
      4.19 of this Agreement and any shortfalls resulting from the application of
      the
      Relief Act or similar state or local law or the bankruptcy code with respect
      to
      the Mortgage Loans to the extent not previously reimbursed pursuant to Section
      1.02;

     

    (v) sequentially,
      to the Holders of 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, Class M-9 and Class M-10 Certificates, in
      that
      order, in an amount equal to such certificates’ share of any Prepayment Interest
      Shortfalls on the Mortgage Loans to the extent not covered by payments pursuant
      to Sections 3.22 or Section 4.19 of this Agreement and any Relief Act Interest
      Shortfall, in each case that were allocated to such Class for such Distribution
      Date and for any prior Distribution Date, to the extent not previously
      reimbursed pursuant to Section 1.02;

     

    (vi) to
      the
      Reserve Fund, the amount by which the Net WAC Rate Carryover Amounts, if any,
      with respect to the Class A Certificates and the Mezzanine Certificates exceeds
      the sum of any amounts received by the Securities Administrator with respect
      to
      the Cap Contracts since the prior Distribution Date and any amount in the
      Reserve Fund that was not distributed on prior Distribution Dates;

     

    (vii) to
      the
      Supplemental Interest Trust and then from the Supplemental Interest Trust to
      the
      Swap Provider, an amount equal to any Swap Termination Payment owed to the
      Swap
      Provider due to a Swap Provider Trigger Event pursuant to the Swap Agreement
      (to
      the extent such amount has not been paid by the Securities Administrator from
      any upfront payment received pursuant to any related replacement interest rate
      swap agreement that may be entered into by the Supplemental Interest Trust
      Trustee on behalf of the Supplemental Interest Trust); 

     

    (viii) 
      to the
      Holders of the Class CE Certificates, the Interest Distribution Amount and
      any
      Overcollateralization Reduction Amount for such Distribution Date;
      and

     

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

     

    The
      Class
      CE Certificates are intended to receive all principal and interest received
      by
      the Trust on the Mortgage Loans that is not otherwise distributable to any
      other
      Class of Regular Certificates or REMIC Regular Interests. If the Securities
      Administrator determines that the Residual Certificates are entitled to any
      distributions on any Distribution Date other than the final Distribution Date,
      the Securities Administrator, prior to any such distribution to any Residual
      Certificate, shall notify the Depositor of such impending distribution. Upon
      such notification, the Depositor will prepare and request that the other parties
      hereto enter into an amendment to the Pooling and Servicing Agreement pursuant
      to Section 12.01, to revise such mistake in the distribution
      provisions.

     

    
      
        
        

      

      
        157

        
          

        

      

      
        
        

      

    

     

    On
      each
      Distribution Date, the Securities Administrator shall deposit all amounts
      received with respect to the Cap Contracts into the Reserve Fund. On each
      Distribution Date, after making the distributions of the Available Distribution
      Amount as set forth above, the Securities Administrator will first, withdraw
      from the Reserve Fund all income from the investment of funds in the Reserve
      Fund and distribute such amount to the Holders of the Class CE Certificates,
      and
      second, withdraw from the Reserve Fund, to the extent of amounts remaining
      on
      deposit therein (which shall include any payments received under the Cap
      Contracts), the amount of any Net WAC Rate Carryover Amount for such
      Distribution Date and distribute such amount first, with respect to any amounts
      received by the Securities Administrator on account of the Group I Cap Contract
      to the Holders of the Class A-1 Certificates and with respect to any amounts
      received by the Securities Administrator on account of the Group II Cap Contract
      concurrently to the Holders of the Class A-2 Certificates on a pro
      rata
      basis,
      based on the entitlement of each such Class; and, with respect to any amounts
      remaining undistributed paid pursuant to both Cap Contracts, second, to the
      Class M-1 Certificates, third, to the Class M-2 Certificates, fourth, to the
      Class M-3 Certificates, fifth, to the Class M-4 Certificates, sixth, to the
      Class M-5 Certificates, seventh, to the Class M-6 Certificates, eighth, to
      the
      Class M-7 Certificates, ninth, to the Class M-8 Certificates, tenth, to the
      Class M-9 Certificates and eleventh, to the Class M-10 Certificates, in each
      case to the extent to the extent any Net WAC Rate Carryover Amount is allocable
      to each such Class.

     

    With
      respect to any amounts deposited in the Reserve Fund from the Net Monthly Excess
      Cashflow under Section 5.01(c)(7)(vi) above and not distributed pursuant to
      the
      preceding paragraph, first, concurrently, (i) to the Holders of the Class A-1
      Certificates, the related Net WAC Rate Carryover Amount remaining unpaid for
      such Distribution Date and (ii) to the Holders of the Class A-2A, Class A-2B,
      Class A-2C and Class A-2D Certificates, the related Net WAC Rate Carryover
      Amount remaining unpaid for such Distribution Date, on a pro
      rata
      basis,
      based on the entitlement of each such Class; second, sequentially, to the
      Holders of the Class M-1 Certificates,
      Class
      M-2 Certificates, Class M-3 Certificates, Class M-4 Certificates, Class M-5
      Certificates, Class M-6 Certificates, Class M-7 Certificates, Class M-8
      Certificates, Class M-9 Certificates and Class M-10 Certificates, in that order,
      in respect of the related Net WAC Rate Carryover Amount remaining unpaid for
      each such Class for such Distribution Date and third, to the Class CE
      Certificates.

     

    (d) As
      described in Sections 5.01(c)(2), (3), (5) and (6) above, amounts payable
      by the Trust to the Supplemental Interest Trust in respect of Net Swap Payments
      and Swap Termination Payments other than Swap Termination Payments resulting
      from a Swap Provider Trigger Event (and
      to
      the extent not paid by the Securities Administrator from any upfront payment
      received pursuant to any related replacement interest rate swap agreement that
      may be entered into by the Supplemental Interest Trust Trustee) will
      be
      deducted from available funds before distributions to the Certificateholders.
      

     

    
      
        
        

      

      
        158

        
          

        

      

      
        
        

      

    

     

    On
      or
      before each Distribution Date commencing on the Distribution Date occurring
      in
      August 2007, such amounts will be distributed to the Supplemental Interest
      Trust, and paid by the Securities Administrator to the Swap Provider as
      follows

     

    first,
      to make
      any Net Swap Payment owed to the Swap Provider pursuant to the Swap Agreement
      for such Distribution Date

     

    second,
      to make
      any Swap Termination Payment not due to a Swap Provider Trigger Event owed
      to
      the Swap Provider pursuant to the Swap Agreement for such Distribution Date
      (to
      the extent not paid by the Securities Administrator from any upfront payment
      received pursuant to any related replacement interest rate swap agreement that
      may be entered into by the Supplemental Interest Trust Trustee). 

     

    Any
      Swap
      Termination Payment triggered by a Swap Provider Trigger Event owed to the
      Swap
      Provider pursuant to the Swap Agreement will be subordinated to distributions
      to
      the Holders of the Class A Certificates and the Mezzanine Certificates and
      shall
      be paid pursuant to Section 5.01(c)(7)(vii).

     

    (e) On
      each
      Distribution Date commencing on the Distribution Date occurring in August 2007
      and ending immediately following the Distribution Date in January 2012, to
      the
      extent required, following the distribution of the Net Monthly Excess Cashflow
      and withdrawals from the Reserve Fund, any Net Swap Payments payable to the
      Securities Administrator on behalf of the Supplemental Interest Trust by the
      Swap Provider will be withdrawn by the Securities Administrator from amounts
      on
      deposit in the Supplemental Interest Trust and shall be distributed on the
      related Distribution Date in the following order of priority:

     

    first,
      concurrently, to each Class of Class A Certificates, the related Senior Interest
      Distribution Amount remaining undistributed after the distributions of the
      Group
      I Interest Remittance Amount and Group II Interest Remittance Amount, on a
      pro
      rata
      basis
      based on such respective remaining Senior Interest Distribution
      Amounts;

     

    second,
      sequentially, 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, Class M-9 and Class M-10 Certificates, in
      that
      order, the related Interest Distribution Amount and Interest Carry Forward
      Amount, to the extent remaining undistributed after the distributions of the
      Group I Interest Remittance Amount and Group II Interest Remittance Amount
      and
      the Net Monthly Excess Cashflow;

     

    third,
      to the
      Holders of the Class or Classes of Certificates then entitled to receive
      distributions in respect of principal, in an amount necessary to maintain or
      restore the Required Overcollateralization Amount after taking into account
      distributions made pursuant to Section 5.01(c)(7)(i) above;

     

    fourth,
      sequentially 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, Class M-9 and Class M-10 Certificates, in that order,
      in each case up to the related Allocated Realized Loss Amount related to such
      Certificates for such Distribution Date remaining undistributed after
      distribution of the Net Monthly Excess Cashflow; 

     

    
      
        
        

      

      
        159

        
          

        

      

      
        
        

      

    

     

    fifth,
      concurrently, to each Class of Class A Certificates, the related Net WAC Rate
      Carryover Amount, to the extent remaining undistributed after distributions
      of
      Net Monthly Excess Cashflow on deposit in the Reserve Fund, on a pro
      rata
      basis
      based on such respective Net WAC Rate Carryover Amounts remaining
      unpaid;

     

    sixth,
      sequentially, 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, Class M-9 and Class M-10 Certificates, in
      that
      order, the related Net WAC Rate Carryover Amount, to the extent remaining
      undistributed after distributions of Net Monthly Excess Cashflow on deposit
      in
      the Reserve Fund;

     

    seventh,
      to the
      Swap Provider, an amount equal to any Swap Termination Payment owed to the
      Swap
      Provider due to a Swap Provider Trigger Event pursuant to the Swap Agreement
      (to
      the extent such amount has not been paid by the Securities Administrator from
      any upfront payment received pursuant to any related replacement interest rate
      swap agreement that may be entered into by the Supplemental Interest Trust
      Trustee); and

     

    eighth,
      to the
      Class CE Certificates, any remaining amounts.

     

    (f) On
      each
      Distribution Date, the Securities Administrator shall withdraw any amounts
      then
      on deposit in the Distribution Account that represent Prepayment Charges and
      shall distribute such amounts to the Class P Certificateholders as described
      above.

     

    (g) All
      distributions made with respect to each Class of Certificates on each
      Distribution Date shall be allocated pro
      rata
      among
      the outstanding Certificates in such Class based on their respective Percentage
      Interests. Payments in respect of each Class of Certificates on each
      Distribution Date will be made to the Holders of the respective Class of record
      on the related Record Date (except as otherwise provided in Section 5.01(i)
      or
      Section 10.01 respecting the final distribution on such Class), based on the
      aggregate Percentage Interest represented by their respective Certificates,
      and
      shall be made by wire transfer of immediately available funds to the account
      of
      any such Holder at a bank or other entity having appropriate facilities
      therefor, if such Holder shall have so notified the Securities Administrator
      in
      writing at least five (5) Business Days prior to the Record Date immediately
      prior to such Distribution Date and is the registered owner of Certificates
      having an initial aggregate Certificate Principal Balance that is in excess
      of
      the lesser of (i) $5,000,000 or (ii) two-thirds of the initial Certificate
      Principal Balance of such Class of Certificates, or otherwise by check mailed
      by
      first class mail to the address of such Holder appearing in the Certificate
      Register. The final distribution on each Certificate will be made in like
      manner, but only upon presentment and surrender of such Certificate at the
      Corporate Trust Office of the Securities Administrator or such other location
      specified in the notice to Certificateholders of such final
      distribution.

     

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

     

    
      
        
        

      

      
        160

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    
      	 	
              (i)

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

            


    

     

    
      	 	
              (ii)

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

            


    

     

    Any
      funds
      not distributed to any Holder or Holders of Certificates of such Class on such
      Distribution Date because of the failure of such Holder or Holders to tender
      their Certificates shall, on such date, be set aside and held in trust by the
      Securities Administrator and credited to the account of the appropriate
      non-tendering Holder or Holders. If any Certificates as to which notice has
      been
      given pursuant to this Section 5.01(i) shall not have been surrendered for
      cancellation within six months after the time specified in such notice, the
      Securities Administrator shall mail a second notice to the remaining
      non-tendering Certificateholders to surrender their Certificates for
      cancellation in order to receive the final distribution with respect thereto.
      If
      within one year after the second notice all such Certificates shall not have
      been surrendered for cancellation, the Securities Administrator shall, directly
      or through an agent, mail a final notice to the remaining non-tendering
      Certificateholders concerning surrender of their Certificates but shall continue
      to hold any remaining funds for the benefit of non-tendering Certificateholders.
      The costs and expenses of maintaining the funds in trust and of contacting
      such
      Certificateholders shall be paid out of the assets remaining in such trust
      fund.
      If within one year after the final notice any such Certificates shall not have
      been surrendered for cancellation, the Securities Administrator shall pay to
      the
      Depositor all such amounts, and all rights of non-tendering Certificateholders
      in or to such amounts shall thereupon cease. No interest shall accrue or be
      payable to any Certificateholder on any amount held in trust by the Securities
      Administrator as a result of such Certificateholder’s failure to surrender its
      Certificate(s) on the final Distribution Date for final payment thereof in
      accordance with this Section 5.01(i). Any such amounts held in trust by the
      Securities Administrator shall be held uninvested in an Eligible
      Account.

     

    
      
        
        

      

      
        161

        
          

        

      

      
        
        

      

    

     

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

     

    SECTION
      5.02. Statements
      to Certificateholders.

     

    On
      each
      Distribution Date, the Securities Administrator (based on the information set
      forth in the Servicer Reports for such Distribution Date, information provided
      by the Swap Provider under the Swap Agreement with respect to payments made
      pursuant to the Swap Agreement and information provided by the Cap Counterparty
      with respect to payments made pursuant to the Cap Contracts) shall make
      available to each Holder of the Certificates and the Credit Risk Manager, a
      statement as to the distributions made on such Distribution Date setting
      forth:

     

    (i) the
      applicable Interest Accrual Periods and general Distribution Dates;

     

    (ii) with
      respect to each loan group, the total cash flows received and the general
      sources thereof; 

     

    (iii) the
      aggregate Servicing Fee received by the Servicer during the related Due
      Period;

     

    (iv) the
      amount, if any, of other fees or expenses accrued and paid, with an
      identification of the payee and the general purpose of such fees; 

     

    (v) with
      respect to each loan group, the amount of the related distribution to Holders
      of
      the Certificates (by class) allocable to principal, separately identifying
      (A)
      the aggregate amount of any Principal Prepayments included therein, (B) the
      aggregate of all scheduled payments of principal included therein and (C) any
      Overcollateralization Increase Amount included therein;

     

    (vi) with
      respect to each loan group, the amount of such distribution to Holders of the
      Certificates (by class) allocable to interest and the portion thereof, if any,
      provided by the Swap Agreement in the aggregate;

     

    
      
        
        

      

      
        162

        
          

        

      

      
        
        

      

    

     

    (vii) with
      respect to each loan group, the Interest Carry Forward Amounts and any Net
      WAC
      Rate Carryover Amounts for the related Certificates (if any);

     

    (viii) the
      aggregate amount of Advances included in the distributions on the Distribution
      Date (including the general purpose of such Advances);

     

    (ix) with
      respect to each loan group, the number and aggregate principal balance of any
      Mortgage Loans (not including a Liquidated Mortgage Loan as of the end of the
      Prepayment Period) that were delinquent (exclusive of Mortgage Loans in
      foreclosure) using the “OTS” method (1) one scheduled payment is delinquent, (2)
      two scheduled payments are delinquent, (3) three scheduled payments are
      delinquent and (4) foreclosure proceedings have been commenced, and loss
      information for the period;

     

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

     

    (xi) with
      respect to each loan group and any Mortgage Loan that was liquidated during
      the
      preceding calendar month, the loan number and Scheduled Principal Balance of,
      and Realized Loss on, such Mortgage Loan as of the end of the related Prepayment
      Period;

     

    (xii) the
      total
      number and principal balance of any real estate owned, or REO Properties, as
      of
      the end of the related Prepayment Period;

     

    (xiii) with
      respect to each loan group, whether the Stepdown Date has occurred and whether
      Trigger Event is in effect;

     

    (xiv) with
      respect to each loan group, the cumulative Realized Losses through the end
      of
      the preceding month;

     

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

     

    (xvi) with
      respect to each loan group, the Certificate Principal Balance of the related
      Certificates before and after giving effect to the distribution of principal
      and
      allocation of Allocated Realized Loss Amounts on such Distribution
      Date;

     

    (xvii) with
      respect to each loan group, the number and Scheduled Principal Balance of all
      the Mortgage Loans for the following Distribution Date;

     

    (xviii) with
      respect to each loan group, the three-month rolling average of the percent
      equivalent of a fraction, the numerator of which is the aggregate Scheduled
      Principal Balance of the Mortgage Loans in such loan group that are 60 days
      or
      more delinquent or are in bankruptcy or foreclosure or are REO Properties,
      and
      the denominator of which is the Scheduled Principal Balances of all of the
      Mortgage Loans in such loan group;

     

    
      
        
        

      

      
        163

        
          

        

      

      
        
        

      

    

     

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

     

    (xx) the
      Interest Distribution Amount in respect of the Class A Certificates, the
      Mezzanine Certificates and the Class CE Certificates for such Distribution
      Date
      and the Interest Carry Forward Amount, if any, with respect to the Class A
      Certificates and the Mezzanine Certificates on such Distribution Date, and
      in
      the case of the Class A Certificates and the Mezzanine Certificates separately
      identifying any reduction thereof due to allocations of Prepayment Interest
      Shortfalls and interest shortfalls including the following Realized Losses:
      Relief Act Interest Shortfalls and Net WAC Rate Carryover Amounts;

     

    (xxi) the
      aggregate amount of any Prepayment Interest Shortfall for such Distribution
      Date, to the extent not covered by payments by the Servicer pursuant to
      Section 3.22 of this Agreement, the Master Servicer pursuant to
      Section 4.19 of this Agreement; 

     

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

     

    (xxiii) the
      amount of, if any, of Net Monthly Excess Cashflow or excess spread and the
      application of such Net Monthly Excess Cashflow;

     

    (xxiv) the
      Required Overcollateralization Amount and the Credit Enhancement Percentage
      for
      such Distribution Date;

     

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

     

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

     

    (xxvii) the
      Pass-Through Rate for each class of Certificates for such Distribution
      Date;

     

    (xxviii)  the
      amount of any deposit to the Reserve Fund contemplated by
      Section 3.24(b);

     

    (xxix) the
      balance of the Reserve Fund prior to the deposit or withdrawal of any amounts
      on
      such Distribution Date;

     

    (xxx) the
      amount of any deposit to the Reserve Fund pursuant to
      Section 5.01(c)(7)(vi);

     

    (xxxi) the
      Aggregate Loss Severity Percentage;

     

    
      
        
        

      

      
        164

        
          

        

      

      
        
        

      

    

     

    (xxxii)  with
      respect to each loan group, the amount of the Prepayment Charges remitted by
      the
      Servicer; 

     

    (xxxiii)  the
      amount of any Net Swap Payment payable to the Trust, any related Net Swap
      Payment payable to the Swap Provider, any Swap Termination Payment payable
      to
      the Trust and any related Swap Termination Payment payable to the Swap Provider;
      and

     

    (xxxiv) the
      amounts received under the Cap Contracts.

     

    The
      Securities Administrator will make such statement (and, at its option, any
      additional files containing the same information in an alternative format)
      available each month to the Certificateholders and the Rating Agencies via
      the
      Securities Administrator’s internet website. The Securities Administrator’s
      internet website shall initially be located at http:\\www.ctslink.com and
      assistance in using the website can be obtained by calling the Securities
      Administrator’s customer service desk at 1-301-815-6600. Parties that are unable
      to use the above distribution options are entitled to have a paper copy mailed
      to them via first class mail by calling the customer service desk and indicating
      such. The Securities Administrator shall have the right to change the way such
      statements are distributed in order to make such distribution more convenient
      and/or more accessible to the above parties and the Securities Administrator
      shall provide timely and adequate notification to all above parties regarding
      any such changes.

     

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

     

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

     

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

     

    The
      Securities Administrator shall, upon request, furnish to each Certificateholder
      during the term of this Agreement, such periodic, special, or other reports
      or
      information, whether or not provided for herein, as shall be reasonable with
      respect to the Certificateholder, or otherwise with respect to the purposes
      of
      this Agreement, all such reports or information to be provided at the expense
      of
      the Certificateholder, in accordance with such reasonable and explicit
      instructions and directions as the Certificateholder may provide.

     

    
      
        
        

      

      
        165

        
          

        

      

      
        
        

      

    

     

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

     

    SECTION
      5.03. Servicer
      Reports; P&I Advances.

     

    (a) On
      or
      before the second Business Day following the last day of each Prepayment Period,
      the Servicer shall deliver to the Master Servicer and the Securities
      Administrator by telecopy or electronic mail (or by such other means as the
      Servicer, the Master Servicer and the Securities Administrator may agree from
      time to time) a remittance report containing such information with respect
      to
      the related Mortgage Loans and the related Distribution Date as is reasonably
      available to the Servicer as the Master Servicer or the Securities Administrator
      may reasonably require so as to enable the Master Servicer to master service
      the
      Mortgage Loans and oversee the servicing by the Servicer and the Securities
      Administrator to fulfill its obligations hereunder with respect to securities
      and tax reporting.

     

    (b) The
      amount of P&I Advances to be made by the Servicer on any Distribution Date
      shall equal, subject to Section 5.03(d), (i) the aggregate amount of Monthly
      Payments (net of the related Servicing Fees), due during the related Due Period
      in respect of the Mortgage Loans serviced by the Servicer, which Monthly
      Payments were delinquent as of the close of business on the related
      Determination Date and (ii) with respect to each REO Property, which was
      acquired during or prior to the related Prepayment Period and as to which an
      REO
      Disposition did not occur during the related Prepayment Period, an amount equal
      to the excess, if any, of the REO Imputed Interest on such REO Property for
      the
      most recently ended calendar month, over the net income from such REO Property
      deposited in the Collection Account pursuant to Section 3.21 of this Agreement
      for distribution on such Distribution Date; provided, however, the Servicer
      shall not be required to make P&I Advances with respect to Relief Act
      Interest Shortfalls, shortfalls due to bankruptcy proceedings, or with respect
      to Prepayment Interest Shortfalls in excess of its obligations under Section
      3.22. For purposes of the preceding sentence, the Monthly Payment on each
      Balloon Mortgage Loan with a delinquent Balloon Payment is equal to the assumed
      monthly payment that would have been due on the related Due Date based on the
      original principal amortization schedule for such Balloon Mortgage
      Loan.

     

    On
      the
      Servicer Remittance Date, the Servicer shall remit in immediately available
      funds to the Securities Administrator for deposit in the Distribution Account
      an
      amount equal to the aggregate amount of P&I Advances, if any, to be made in
      respect of the Mortgage Loans for the related Distribution Date either (i)
      from
      its own funds or (ii) from the Collection Account, to the extent of any Amounts
      Held For Future Distribution on deposit therein (in which case it will cause
      to
      be made an appropriate entry in the records of the Collection Account that
      Amounts Held For Future Distribution have been, as permitted by this Section
      5.03, used by the Servicer in discharge of any such P&I Advance) or (iii) in
      the form of any combination of (i) and (ii) aggregating the total amount of
      P&I Advances to be made by the Servicer with respect to the related Mortgage
      Loans. In addition, the Servicer shall have the right to reimburse itself for
      any outstanding P&I Advance made from its own funds from Amounts Held for
      Future Distribution. Any Amounts Held For Future Distribution used by the
      Servicer to make P&I Advances or to reimburse itself for outstanding P&I
      Advances shall be appropriately reflected in the Servicer’s records and replaced
      by the Servicer by deposit in the Collection Account no later than the close
      of
      business on the Servicer Remittance Date immediately following the Due Period
      or
      Prepayment Period for which such amounts relate. The Securities Administrator
      will notify the Servicer and the Master Servicer by the close of business on
      the
      Business Day prior to the Distribution Date in the event that the amount
      remitted by the Servicer to the Securities Administrator on such date is less
      than the P&I Advances required to be made by the Servicer for the related
      Distribution Date.

     

    
      
        
        

      

      
        166

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    (e) In
      the
      event that the Servicer (or any successor thereto) fails to make a required
      P&I Advance, the Master Servicer (in its capacity as successor to the
      Servicer) will be required to make such P&I Advance on the Distribution Date
      on which the Servicer was required to make such P&I Advance, subject to its
      determination of recoverability.

     

    SECTION
      5.04. Allocation
      of Realized Losses.

     

    (a) Prior
      to
      the Determination Date, the Servicer shall determine as to each Mortgage Loan
      serviced by the Servicer and any related REO Property and include in the monthly
      remittance report provided to the Master Servicer and the Securities
      Administrator (substantially in the form of Schedule 4
      hereto)
      such information as is reasonably available to the Servicer as the Master
      Servicer or the Securities Administrator may reasonably require so as to enable
      the Master Servicer to master service the Mortgage Loans and oversee the
      servicing by the Servicer and the Securities Administrator to fulfill its
      obligations hereunder with respect to securities and tax reporting, which shall
      include, but not be limited to: (i) the total amount of Realized Losses, if
      any,
      incurred in connection with any Final Recovery Determinations made during the
      related Prepayment Period; and (ii) the respective portions of such Realized
      Losses allocable to interest and allocable to principal. Prior to each
      Determination Date, the Servicer shall also determine as to each Mortgage Loan:
      (i) the total amount of Realized Losses, if any, incurred in connection with
      any
      Deficient Valuations made during the related Prepayment Period; and (ii) the
      total amount of Realized Losses, if any, incurred in connection with Debt
      Service Reductions in respect of Monthly Payments due during the related Due
      Period.

     

    
      
        
        

      

      
        167

        
          

        

      

      
        
        

      

    

     

    (b) All
      Realized Losses on the Mortgage Loans allocated to any REMIC I Regular Interest
      pursuant to Section 5.04(c) on the Mortgage Loans shall be allocated by the
      Securities Administrator on each Distribution Date as follows: first,
      to Net
      Monthly Excess Cashflow and to Net Swap Payments received from the Swap Provider
      under the Swap Agreement for that purpose; second,
      to the
      Class CE Certificates; third,
      to the
      Class M-10 Certificates, until the Certificate Principal Balance of the Class
      M-10 Certificates has been reduced to zero; fourth,
      to the
      Class M-9 Certificates, until the Certificate Principal Balance of the Class
      M-9
      Certificates has been reduced to zero; fifth,
      to the
      Class M-8 Certificates, until the Certificate Principal Balance of the Class
      M-8
      Certificates has been reduced to zero; sixth,
      to the
      Class M-7 Certificates, until the Certificate Principal Balance of the Class
      M-7
      Certificates has been reduced to zero; seventh,
      to the
      Class M-6 Certificates, until the Certificate Principal Balance of the Class
      M-6
      Certificates has been reduced to zero; eighth,
      to the
      Class M-5 Certificates, until the Certificate Principal Balance of the Class
      M-5
      Certificates has been reduced to zero; ninth,
      to the
      Class M-4 Certificates, until the Certificate Principal Balance of the Class
      M-4
      Certificates has been reduced to zero; tenth,
      to the
      Class M-3 Certificates, until the Certificate Principal Balance of the Class
      M-3
      Certificates has been reduced to zero, eleventh,
      to the
      Class M-2 Certificates, until the Certificate Principal Balance of the Class
      M-2
      Certificates has been reduced to zero; and twelfth,
      to the
      Class M-1 Certificates, until the Certificate Principal Balance of the Class
      M-1
      Certificates has been reduced to zero. All Realized Losses to be allocated
      to
      the Certificate Principal Balances of all Classes on any Distribution Date
      shall
      be so allocated after the actual distributions to be made on such date as
      provided above. All references above to the Certificate Principal Balance of
      any
      Class of Certificates shall be to the Certificate Principal Balance of such
      Class immediately prior to the relevant Distribution Date, before reduction
      thereof by any Realized Losses, in each case to be allocated to such Class
      of
      Certificates, on such Distribution Date.

     

    Any
      allocation of Realized Losses to a Mezzanine Certificate on any Distribution
      Date shall be made by reducing the Certificate Principal Balance thereof by
      the
      amount so allocated; any allocation of Realized Losses to a Class CE Certificate
      shall be made by reducing the amount otherwise payable in respect thereof
      pursuant to Section 5.01(c)(7)(viii). No allocations of any Realized Losses
      shall be made to the Certificate Principal Balances of the Class A Certificates
      or Class P Certificates.

     

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

     

    In
      addition, in the event that the Servicer receives any Subsequent Recoveries
      with
      respect to a Mortgage Loan serviced by it, the Servicer shall deposit such
      funds
      into the Collection Account pursuant to Section 3.08. If, after taking into
      account such Subsequent Recoveries, the amount of a Realized Loss is reduced,
      the amount of such Subsequent Recoveries will be applied to increase the
      Certificate Principal Balance of the Class of Mezzanine Certificates with the
      highest payment priority to which Realized Losses have been allocated, but
      not
      by more than the amount of Realized Losses previously allocated to that Class
      of
      Mezzanine Certificates pursuant to this Section 5.04 and not previously
      reimbursed to such Class of Mezzanine Certificates with Net Monthly Excess
      Cashflow pursuant to Section 5.01(c)(7)(iii) or Net Swap Payments pursuant
      to
      clause fourth
      of
      Section 5.01(e). The amount of any remaining Subsequent Recoveries will be
      applied to sequentially increase the Certificate Principal Balance of the
      Mezzanine Certificates, beginning with the Class of Mezzanine Certificates
      with
      the next highest payment priority, up to the amount of such Realized Losses
      previously allocated to such Class of Mezzanine Certificates pursuant to this
      Section 5.04 and not previously reimbursed to such Class of Mezzanine
      Certificates with Net Monthly Excess Cashflow pursuant to Section
      5.01(c)(7)(iii) or with Net Swap Payments pursuant to clause fourth
      of
      Section 5.01(e). Holders of such Certificates will not be entitled to any
      payment in respect of current interest on the amount of such increases for
      any
      Interest Accrual Period preceding the Distribution Date on which such increase
      occurs. Any such increases shall be applied to the Certificate Principal Balance
      of each Subordinate Certificate of such Class in accordance with its respective
      Percentage Interest.

     

    
      
        
        

      

      
        168

        
          

        

      

      
        
        

      

    

     

    (c)(i) Realized
      Losses on the Group I Mortgage Loans shall be allocated on each Distribution
      Date first, to REMIC I Regular Interest I until the Uncertificated Balance
      of
      such REMIC I Regular Interest 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 II Mortgage
      Loans shall be allocated on each Distribution Date first, to REMIC I Regular
      Interest II until the Uncertificated Balance of such REMIC I Regular Interest
      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. 

     

    (ii) REMIC
      II
      Marker Allocation Percentage of all Realized Losses on the Mortgage Loans shall
      be allocated by the Securities Administrator on each Distribution Date to the
      following REMIC II Regular Interests in the specified percentages, as follows:
      first, to Uncertificated Interest payable to the REMIC II Regular Interest
      AA
      and REMIC II Regular Interest ZZ up to an aggregate amount equal to the REMIC
      II
      Interest Loss Allocation Amount, 98.00% and 2.00%, respectively; second, to
      the
      Uncertificated Balances of the REMIC II Regular Interest AA and REMIC II Regular
      Interest ZZ up to an aggregate amount equal to the REMIC II Principal Loss
      Allocation Amount, 98.00% and 2.00%, respectively; third, to the Uncertificated
      Balances of REMIC II Regular Interest AA, REMIC II Regular Interest M-10 and
      REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until
      the
      Uncertificated Balance of REMIC II Regular Interest M-10 has been reduced to
      zero; fourth, to the Uncertificated Balances of REMIC II Regular Interest AA,
      REMIC II Regular Interest M-9 and REMIC II Regular Interest ZZ, 98.00%, 1.00%
      and 1.00%, respectively, until the Uncertificated Balance of REMIC II Regular
      Interest M-9 has been reduced to zero; fifth, to the Uncertificated Balances
      of
      REMIC II Regular Interest AA, REMIC II Regular Interest M-8 and REMIC II Regular
      Interest ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated
      Balance of REMIC II Regular Interest M-8 has been reduced to zero; sixth, to
      the
      Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular
      Interest M-7 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Balance of REMIC II Regular Interest
      M-7
      has been reduced to zero; seventh, to the Uncertificated Balances of REMIC
      II
      Regular Interest AA, REMIC II Regular Interest M-6 and REMIC II Regular Interest
      ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Balance
      of
      REMIC II Regular Interest M-6 has been reduced to zero; eighth, to the
      Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular
      Interest M-5 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Balance of REMIC II Regular Interest
      M-5
      has been reduced to zero; ninth, to the Uncertificated Balances of REMIC II
      Regular Interest AA, REMIC II Regular Interest M-4 and REMIC II Regular Interest
      ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Balance
      of
      REMIC II Regular Interest M-4 has been reduced to zero; tenth, to the
      Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular
      Interest M-3 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Balance of REMIC II Regular Interest
      M-3
      has been reduced to zero; eleventh, to the Uncertificated Balances of REMIC
      II
      Regular Interest AA, REMIC II Regular Interest M-2 and REMIC II Regular Interest
      ZZ, 98.00%, 1.00% and 1.00%, respectively, until the Uncertificated Balance
      of
      REMIC II Regular Interest M-2 has been reduced to zero; and twelfth, to the
      Uncertificated Balances of REMIC II Regular Interest AA, REMIC II Regular
      Interest M-1 and REMIC II Regular Interest ZZ, 98.00%, 1.00% and 1.00%,
      respectively, until the Uncertificated Balance of REMIC II Regular Interest
      M-1
      has been reduced to zero.

     

    
      
        
        

      

      
        169

        
          

        

      

      
        
        

      

    

     

    (iii) The
      REMIC
      II Sub WAC Allocation Percentage of all Realized Losses shall be applied after
      all distributions have been made on each Distribution Date first, so as to
      keep
      the Uncertificated Balance of each REMIC II Regular Interest ending with the
      designation “GRP” equal to 0.01% of the aggregate Stated Principal Balance of
      the Mortgage Loans in the related loan group; second, to each REMIC II Regular
      Interest ending with the designation “SUB,” so that the Uncertificated Balance
      of each such REMIC II Regular Interest is equal to 0.01% of the excess of (x)
      the aggregate Stated Principal Balance of the Mortgage Loans in the related
      loan
      group over (y) the current Certificate Principal Balance of the Class A
      Certificate 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 XX.

     

    SECTION
      5.05. Compliance
      with Withholding Requirements.

     

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

     

    
      
        
        

      

      
        170

        
          

        

      

      
        
        

      

    

     

    SECTION
      5.06. Reports
      Filed with Securities and Exchange Commission.

     

    (a)
      (i) Within
      15
      days after each Distribution Date (subject to permitted extensions under the
      Exchange Act), the Securities Administrator shall prepare and file on behalf
      of
      the Trust any Form 10-D required by the Exchange Act, in form and substance
      as
      required by the Exchange Act. The Securities Administrator shall file each
      Form
      10-D with a copy of the related Monthly Statement attached thereto. Any
      disclosure in addition to the Monthly Statement that is required to be included
      on Form 10-D (“Additional Form 10-D Disclosure”) shall be reported by the
      parties set forth on Exhibit
      G
      to the
      Depositor and the Securities Administrator and directed and approved by the
      Depositor pursuant to the following paragraph, and the Securities Administrator
      will have no duty or liability for any failure hereunder to determine or prepare
      any Additional Form 10-D Disclosure, except as set forth in the next paragraph.
      

     

    (ii) As
      set
      forth on Exhibit
      G
      hereto,
      no later than 10 calendar days prior to the deadline for the filing of any
      distribution report on Form 10-D, (A) certain parties to the ACE Securities
      Corp. Home Equity Loan Trust, Series 2007-WM1 transaction shall be required
      to
      provide to the Securities Administrator and the Depositor, to the extent known
      by a responsible officer thereof, in EDGAR compatible form, or in such other
      form as otherwise agreed upon by the Securities Administrator and such party,
      the form and substance of any Additional Form 10-D Disclosure, if applicable,
      together with an Additional Disclosure Notification in the form of Exhibit H
      hereto
      (an “Additional Disclosure Notification”) or such other format as agreed upon by
      the Securities Administrator and the reporting party and (B) the Depositor
      will
      approve, as to form and substance, or disapprove, as the case may be, the
      inclusion of the Additional Form 10-D Disclosure on Form 10-D. The Depositor
      will be responsible for any reasonable fees and expenses assessed or incurred
      by
      the Securities Administrator in connection with including any Additional Form
      10-D Disclosure on Form 10-D pursuant to this paragraph. 

     

    (iii) After
      preparing the Form 10-D, the Securities Administrator shall forward
      electronically a copy of the Form 10-D to the Depositor (provided that such
      Form
      10-D includes any Additional Form 10-D Disclosure). Within two Business Days
      after receipt of such copy, but no later than the 12th calendar day after the
      Distribution Date, the Depositor shall notify the Securities Administrator
      in
      writing (which may be furnished electronically) of any changes to or approval
      of
      such Form 10-D. In the absence of receipt of any written changes or approval
      by
      the due date specified herein, or if the Depositor does not request a copy
      of a
      Form 10-D, the Securities Administrator shall be entitled to assume that such
      Form 10-D is in final form and the Securities Administrator may proceed with
      the
      execution and filing of the Form 10-D. A duly authorized representative of
      the
      Master Servicer shall sign each Form 10-D. If a Form 10-D cannot be filed on
      time or if a previously filed Form 10-D needs to be amended, the Securities
      Administrator will follow the procedures set forth in Section 5.06(c)(ii).
      Promptly (but no later than 1 Business Day) after filing with the Commission,
      the Securities Administrator will make available on its internet website a
      final
      executed copy of each Form 10-D filed by the Securities Administrator. Neither
      the Securities Administrator nor the Master Servicer shall have any liability
      for any loss, expense, damage, claim arising out of or with respect to any
      failure to properly prepare, execute and/or timely file such Form 10-D, where
      such failure results from the Securities Administrator’s inability or failure to
      receive, on a timely basis, any information from any other party hereto needed
      to prepare, arrange for execution or file such Form 10-D, not resulting from
      its
      own negligence, bad faith or willful misconduct. Notwithstanding any other
      provisions of this Agreement, the obligations of the Servicer with respect
      to
      Additional Form 10-D Disclosure and any Additional Disclosure Notification
      shall
      be limited to those set forth in Section 3.19(f)(iii) of this
      Agreement.

     

    
      
        
        

      

      
        171

        
          

        

      

      
        
        

      

    

     

    (b)
      (i) Within
      four (4) Business Days after the occurrence of an event requiring disclosure
      on
      Form 8-K (each such event, a “Reportable Event”), and if requested by the
      Depositor, the Securities Administrator shall prepare and file on behalf of
      the
      Trust a Form 8-K, as required by the Exchange Act, provided that the Depositor
      shall file the initial Form 8-K in connection with the issuance of the
      Certificates. Any disclosure or information related to a Reportable Event or
      that is otherwise required to be included on Form 8-K other than the initial
      Form 8K (“Form 8-K Disclosure Information”) shall be reported by the parties set
      forth on Exhibit G
      to the
      Depositor and the Securities Administrator and directed and approved by the
      Depositor pursuant to the following paragraph, and the Securities Administrator
      will have no duty or liability for any failure hereunder to determine or prepare
      any Form 8-K Disclosure Information or any Form 8-K, except as set forth in
      the
      next paragraph. 

     

    (ii) As
      set
      forth on Exhibit G
      hereto,
      for so long as the Trust is subject to the Exchange Act reporting requirements,
      no later than the close of business New York City time on the 2nd Business
      Day
      after the occurrence of a Reportable Event (i) the parties to the ACE Securities
      Corp. Home Equity Loan Trust, Series 2007-WM1 transaction shall be required
      to
      provide to the Securities Administrator and the Depositor, to the extent known
      by a responsible officer thereof, in EDGAR compatible form, or in such other
      form as otherwise agreed upon by the Securities Administrator and such party,
      the form and substance of any Form 8-K Disclosure Information, if applicable,
      together with an Additional Disclosure Notification, and (ii) the Depositor
      will
      approve, as to form and substance, or disapprove, as the case may be, the
      inclusion of the Form 8-K Disclosure Information. The Depositor will be
      responsible for any reasonable fees and expenses assessed or incurred by the
      Securities Administrator in connection with including any Form 8-K Disclosure
      Information on Form 8-K pursuant to this paragraph. 

     

    (iii) After
      preparing the Form 8-K, the Securities Administrator shall, upon request,
      forward electronically a copy of the Form 8-K to the Depositor. Promptly, but
      no
      later than the close of business on the third Business Day after the Reportable
      Event, the Depositor shall notify the Securities Administrator in writing (which
      may be furnished electronically) of any changes to or approval of such Form
      8-K.
      In the absence of receipt of any written changes or approval by the third
      Business Day, or if the Depositor does not request a copy of a Form 8-K, the
      Securities Administrator shall be entitled to assume that such Form 8-K is
      in
      final form and the Securities Administrator may proceed with the execution
      and
      filing of the Form 8-K. A duly authorized representative of the Master Servicer
      shall sign each Form 8-K. If a Form 8-K cannot be filed on time or if a
      previously filed Form 8-K needs to be amended, the Securities Administrator
      will
      follow the procedures set forth in Section 5.06(c)(ii). Promptly (but no later
      than 1 Business Day) after filing with the Commission, the Securities
      Administrator will, make available on its internet website a final executed
      copy
      of each Form 8-K that has been prepared and filed by the Securities
      Administrator. Neither the Master Servicer nor the Securities Administrator
      shall have any liability for any loss, expense, damage, claim arising out of
      or
      with respect to any failure to properly prepare, execute and/or timely file
      such
      Form 8-K, where such failure results from the Securities Administrator’s
      inability or failure to receive, on a timely basis, any information from any
      other party hereto needed to prepare, execute or arrange for execution or file
      such Form 8-K, not resulting from its own negligence, bad faith or willful
      misconduct. Notwithstanding any other provisions of this Agreement, the
      obligations of the Servicer with respect to Form 8-K Disclosure information
      shall be limited to those set forth in Sections 3.19(f)(i) and 3.19(g) of
      this Agreement.

    
      
        
        

      

      
        172

        
          

        

      

      
        
        

      

    

     

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

     

    (ii) In
      the
      event that the Securities Administrator is unable to timely file with the
      Commission all or any required portion of any Form 8-K, 10-D or 10-K required
      to
      be filed by this Agreement because required disclosure information was either
      not delivered to it or delivered to it after the delivery deadlines set forth
      in
      this Agreement or for any other reason, the Securities Administrator will
      promptly electronically notify the Depositor. In the case of Form 10-D and
      10-K,
      the parties to this Agreement will cooperate to prepare and file a Form 12b-25
      and a 10-DA and 10-KA, as applicable, pursuant to Rule 12b-25 of the Exchange
      Act. In the case of Form 8-K, the Securities Administrator will, upon receipt
      of
      all required Form 8-K Disclosure Information and upon the approval and direction
      of the Depositor, include such disclosure information on the next Form 10-D.
      In
      the event that any previously filed Form 8-K, 10-D or 10-K needs to be amended
      and such amendment includes any Additional Form 10-D Disclosure (other than
      for
      the purposes of restating any Monthly Report), any Additional Form 10-K
      Disclosure or any Form 8-K Disclosure Information or any amendment to such
      disclosure, the Securities Administrator will electronically notify the
      Depositor only if the amendment pertains to an additional reporting item being
      revised and/or amended on such form, but not if an amendment is being filed
      as a
      result of a Remittance Report revision, and the Depositor will cooperate with
      the Securities Administrator in preparing any necessary 8-KA, 10-DA or 10-KA.
      Any Form 15, Form 12b-25 or any amendment to Form 8-K, 10-D or 10-K shall be
      signed by a duly authorized representative or senior officer in charge of master
      servicing, as applicable, of the Master Servicer. Neither the Master Servicer
      nor the Securities Administrator shall have any liability for any loss, expense,
      damage, claim arising out of or with respect to any failure to properly prepare,
      execute and/or timely file any such Form 15, Form 12b-25 or any amendments
      to
      Forms 8-K, 10-D or 10-K, where such failure results from the Securities
      Administrator’s inability or failure to receive, on a timely basis, any
      information from any other party hereto needed to prepare, execute or arrange
      for execution or file such Form 15, Form 12b-25 or any amendments to Forms
      8-K,
      10-D or 10-K, not resulting from its own negligence, bad faith or willful
      misconduct.

     

    (d)
      (i) On
      or
      prior to the 90th day after the end of each fiscal year of the Trust or such
      earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”)
      (it being understood that the fiscal year for the Trust ends on December 31st
      of
      each year), commencing in March 2008, the Securities Administrator shall prepare
      and file on behalf of the Trust a Form 10-K, in form and substance as required
      by the Exchange Act. Each such Form 10-K shall include the following items,
      in
      each case to the extent they have been delivered to the Securities Administrator
      within the applicable time frames set forth in this Agreement and the Custodial
      Agreement, (i) an annual compliance statement for the Servicer, each Additional
      Servicer, the Master Servicer, the Securities Administrator and any Servicing
      Function Participant engaged by such parties (each, a “Reporting Servicer”) as
      described under Section 3.17 and Section 4.15 and in such other agreements,
      (ii)(A) the annual reports on assessment of compliance with servicing criteria
      for each Reporting Servicer, as described under Section 3.18 and Section 4.16
      and in such other agreements, and (B) if each Reporting Servicer’s report on
      assessment of compliance with servicing criteria described under Section 3.18
      and Section 4.16 identifies any material instance of noncompliance, disclosure
      identifying such instance of noncompliance, or if each Reporting Servicer’s
      report on assessment of compliance with servicing criteria described under
      Section 3.18 and Section 4.16 is not included as an exhibit to such Form 10-K,
      disclosure that such report is not included and an explanation why such report
      is not included, (iii)(A) the registered public accounting firm attestation
      report for each Reporting Servicer, as described under Section 3.18 and Section
      4.17, and (B) if any registered public accounting firm attestation report
      described under Section 3.18 and Section 4.17 identifies any material instance
      of noncompliance, disclosure identifying such instance of noncompliance, or
      if
      any such registered public accounting firm attestation report is not included
      as
      an exhibit to such Form 10-K, disclosure that such report is not included and
      an
      explanation why such report is not included, and (iv) a Sarbanes-Oxley
      Certification (“Sarbanes-Oxley Certification”) as described in Section 3.19 and
      Section 4.18; provided that such Back-Up Certification delivered by the Servicer
      may not be filed as an exhibit to, or included in, any filing with the
      Commission. Any disclosure or information in addition to (i) through (iv) above
      that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
      reported by the parties set forth on Exhibit G
      to the
      Depositor and the Securities Administrator and directed and approved by the
      Depositor pursuant to the following paragraph, and the Securities Administrator
      will have no duty or liability for any failure hereunder to determine or prepare
      any Additional Form 10-K Disclosure, except as set forth in the next paragraph.
      

     

    
      
        
        

      

      
        173

        
          

        

      

      
        
        

      

    

     

    (ii) As
      set
      forth on Exhibit G
      hereto,
      no later than March 15 of each year that the Trust is subject to the Exchange
      Act reporting requirements, commencing in 2008, (i) the parties to the ACE
      Securities Corp. Home Equity Loan Trust, Series 2007-WM1 transaction shall
      be
      required to provide to the Securities Administrator and the Depositor, to the
      extent known by a responsible officer thereof, in EDGAR-compatible form, or
      in
      such other form as otherwise agreed upon by the Securities Administrator and
      such party, the form and substance of any Additional Form 10-K Disclosure,
      if
      applicable, together with an Additional Disclosure Notification, and (ii) the
      Depositor will approve, as to form and substance, or disapprove, as the case
      may
      be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K. The
      Depositor will be responsible for any reasonable fees and expenses assessed
      or
      incurred by the Securities Administrator in connection with including any
      Additional Form 10-K Disclosure on Form 10-K pursuant to this
      paragraph.

     

    (iii) After
      preparing the Form 10-K, the Securities Administrator shall, upon request,
      forward electronically a copy of the Form 10-K to the Depositor. Within three
      Business Days after receipt of such copy, but in no event later than March
      25th
      of each year that the Trust is subject to Exchange Act reporting requirements,
      the Depositor shall notify the Securities Administrator in writing (which may
      be
      furnished electronically) of any changes to or approval of such Form 10-K.
      In
      the absence of receipt of any written changes or approval by March 25th, or
      if
      the Depositor does not request a copy of a Form 10-K, the Securities
      Administrator shall be entitled to assume that such Form 10-K is in final form
      and the Securities Administrator may proceed with the execution and filing
      of
      the Form 10-K. A senior officer of the Master Servicer in charge of the master
      servicing function shall sign the Form 10-K. If a Form 10-K cannot be filed
      on
      time or if a previously filed Form 10-K needs to be amended, the Securities
      Administrator will follow the procedures set forth in Section 5.06(c)(ii).
      Promptly (but no later than 1 Business Day) after filing with the Commission,
      the Securities Administrator will make available on its internet website a
      final
      executed copy of each Form 10-K filed by the Securities Administrator. Neither
      the Master Servicer nor the Securities Administrator shall have any liability
      for any loss, expense, damage or claim arising out of or with respect to any
      failure to properly prepare, execute and/or timely file such Form 10-K, where
      such failure results from the Securities Administrator’s inability or failure to
      receive, on a timely basis, any information from any other party hereto needed
      to prepare, arrange for execution or file such Form 10-K, not resulting from
      its
      own negligence, bad faith or willful misconduct. Notwithstanding any other
      provisions of this Agreement, the obligations of the Servicer with respect
      to
      Additional Form 10-K Disclosure shall be limited to those set forth in
      Section 3.19(f)(ii) of this Agreement.

     

    
      
        
        

      

      
        174

        
          

        

      

      
        
        

      

    

     

    (e) Each
      of
      Form 10-D and Form 10-K requires the registrant to indicate (by checking “yes”
or “no”) that it “(1) has filed all reports required to be filed by Section 13
      or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
      period that the registrant was required to file such reports), and (2) has
      been
      subject to such filing requirements for the past 90 days.” The Depositor hereby
      represents to the Securities Administrator that the Depositor has filed all
      such
      required reports during the preceding 12 months and that it has been subject
      to
      such filing requirement for the past 90 days. The Depositor shall notify the
      Securities Administrator in writing, no later than the fifth calendar day after
      the related Distribution Date with respect to the filing of a report on Form
      10-D and no later than March 15th
      with
      respect to the filing of a report on Form 10-K, if the answer to the question
      should be “no” as a result of filings that relate to other securitization
      transactions of the Depositor for which the Securities Administrator does not
      have the obligation to prepare and file Exchange Act reports.

     

    (f) The
      Securities Administrator shall indemnify and hold harmless the Depositor, the
      Trustee 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 Master Servicer’s obligations under this
      Section 5.06 or the Master Servicer’s negligence, bad faith or willful
      misconduct in connection therewith. 

     

    (g) Notwithstanding
      the provisions of Section 12.01, this Section 5.06 may be amended without the
      consent of the Certificateholders.

     

    SECTION
      5.07. Supplemental
      Interest Trust.

     

    (a) On
      the
      Closing Date, the Securities Administrator shall establish and maintain in
      the
      name of the Trustee a separate account for the benefit of the holders of the
      Class A Certificates and the Mezzanine Certificates (the “Supplemental Interest
      Trust”). The Supplemental Interest Trust 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 or of the Securities Administrator held pursuant to this
      Agreement. 

     

    
      
        
        

      

      
        175

        
          

        

      

      
        
        

      

    

     

    (b) On
      the
      Business Day prior to each Distribution Date, the Securities Administrator
      shall
      deposit into the Supplemental Interest Trust amounts distributable to the Swap
      Provider by the Supplemental Interest Trust pursuant to Section 5.01(c)(2),
      (3), (5) and (6) and Section 5.01(c)(7)(vii)
      of this
      Agreement and shall distribute such amounts on the Business Day prior to each
      Distribution Date in accordance with this Agreement.

     

    (c) On
      the
      Business Day prior to each Distribution Date, the Securities Administrator
      shall
      deposit into the Supplemental Interest Trust amounts received by it from the
      Swap Provider and shall distribute from the Supplemental Interest Trust on
      the
      Distribution Date an amount equal to the amount of any Net Swap Payment received
      from the Swap Provider under the Swap Agreement in the order of priority set
      forth in Section 5.01.

     

    (d) The
      Supplemental Interest Trust constitutes an “outside reserve fund” within the
      meaning of Treasury Regulation § 1.860G-2(h) and is not an asset of any REMIC.
      The Holders of the Class CE Certificates shall be the beneficial owner of the
      Supplemental Interest Trust, subject to the power of the Securities
      Administrator to transfer amounts under this Agreement. The Securities
      Administrator shall keep records that accurately reflect the funds on deposit
      in
      the Supplemental Interest Trust. The Securities Administrator shall, at the
      written direction of the majority of the Class CE Certificateholders, invest
      amounts on deposit in the Supplemental Interest Trust in Permitted Investments.
      In the absence of written direction to the Securities Administrator from the
      majority of the Class CE Certificateholders, all funds in the Supplemental
      Interest Trust shall remain uninvested. On each Distribution Date, the
      Securities Administrator shall distribute, not in respect of any REMIC, any
      interest earned on the Supplemental Interest Trust to the Holders of the Class
      CE Certificates.

     

    (e) For
      federal income tax purposes, amounts paid to the Supplemental Interest Trust
      on
      each Distribution Date pursuant to Section 5.01(c)(2), (3), (4), (6) and
      (7) and Section 5.01(c)(7)(vii) shall first be deemed paid to the
      Supplemental Interest Trust in respect of the Class IO Interest to the extent
      of
      the amount distributable on such Class IO Interest on such Distribution Date,
      and any remaining amount shall be deemed paid to the Supplemental Interest
      Trust
      in respect of a Class IO Distribution Amount. It is the intention of the parties
      hereto that, for federal and state income and state and local franchise tax
      purposes, the Supplemental Interest Trust be disregarded as an entity separate
      from the Holder of the Class CE Certificates unless and until the date when
      either (a) there is more than one Class CE Certificateholder or (b) any Class
      of
      Certificates in addition to the Class CE Certificates is recharacterized as
      an
      equity interest in the Supplemental Interest Trust for federal income tax
      purposes, in which case it is the intention of the parties hereto that, for
      federal and state income and state and local franchise tax purposes, the
      Supplemental Interest Trust be treated as a partnership. The Master Servicer
      shall not be required to prepare and file partnership tax returns in respect
      of
      such partnership unless it receives additional reasonable compensation (not
      to
      exceed $10,000 per year) for the preparation of such filings, written
      notification recognizing the creation of a partnership agreement or comparable
      documentation evidencing the partnership. 

     

    (f) The
      Securities Administrator shall treat the Holders of Certificates (other than
      the
      Class P, Class CE and Residual Certificates) as having entered into a notional
      principal contract with respect to the Holders of the Class CE Certificates.
      Pursuant to each such notional principal contract, all Holders of Certificates
      (other than the Class P, Class CE and Residual Certificates) shall be treated
      as
      having agreed to pay, on each Distribution Date, to the Holder of the Class
      CE
      Certificates an aggregate amount equal to the excess, if any, of (i) the amount
      payable on such Distribution Date on the Regular Interest ownership of which
      is
      represented by such Class of Certificates over (ii) the amount payable on such
      Class of Certificates on such Distribution Date (such excess, a “Class IO
      Distribution Amount”). A Class IO Distribution Amount payable from interest
      collections shall be allocated pro rata among such Certificates based on the
      amount of interest otherwise payable to such Certificates, and a Class IO
      Distribution Amount payable from principal collections shall be allocated to
      the
      most subordinate Class of such Certificates with an outstanding principal
      balance to the extent of such balance. In addition, pursuant to such notional
      principal contract, the Holder of the Class CE Certificates shall be treated
      as
      having agreed to pay Net WAC Rate Carryover Amounts to the Holders of the
      Certificates (other than the Class CE, Class P and Residual Certificates) in
      accordance with the terms of this Agreement. Any payments to such Certificates
      from amounts deemed received in respect of this notional principal contract
      shall not be payments with respect to a Regular Interest in a REMIC within
      the
      meaning of Code Section 860G(a)(1). However, any payment from the Certificates
      (other than the Class CE, Class P and Residual Certificates) of a Class IO
      Distribution Amount shall be treated for tax purposes as having been received
      by
      the Holders of such Certificates in respect of the Regular Interest ownership
      of
      which is represented by such Certificates, and as having been paid by such
      Holders to the Supplemental Interest Trust pursuant to the notional principal
      contract. Thus, each Certificate (other than the Class P Certificates and
      Residual Certificates) shall be treated as representing not only ownership
      of a
      Regular Interest in REMIC III, but also ownership of an interest in, and
      obligations with respect to, a notional principal contract.

     

    
      
        
        

      

      
        176

        
          

        

      

      
        
        

      

    

     

    (g) For
      federal tax return and information reporting, the right of the holders of the
      Class A Certificates and the Mezzanine Certificates to receive payments from
      the
      Supplemental Interest Trust and the Reserve Fund in respect of any Net WAC
      Rate
      Carryover Amount shall be assigned a value of $1,000.

     

    (h) Upon
      a
      Swap Early Termination other than in connection with the optional termination
      of
      the trust, the Securities Administrator on behalf of the Supplemental Interest
      Trust, at the direction of the Depositor, will use reasonable efforts to appoint
      a successor swap provider to enter into a new interest rate swap agreement
      on
      terms substantially similar to the Swap Agreement, with a successor swap
      provider meeting all applicable eligibility requirements. If the Securities
      Administrator receives a Swap Termination Payment from the Swap Provider in
      connection with such Swap Early Termination, the Securities Administrator will
      apply such Swap Termination Payment to any upfront payment required to appoint
      the successor swap provider. If the Securities Administrator is required to
      pay
      a Swap Termination Payment to the Swap Provider in connection with such Swap
      Early Termination, the Securities Administrator will apply any upfront payment
      received from the successor swap provider to pay such Swap Termination Payment.
      

     

    If
      the
      Securities Administrator is unable to appoint a successor swap provider within
      30 days of the Swap Early Termination, then the Securities Administrator will
      deposit any Swap Termination Payment received from the original Swap Provider
      into a separate, non-interest bearing reserve account and will, on each
      subsequent Distribution Date, withdraw from the amount then remaining on deposit
      in such reserve account an amount equal to the Net Swap Payment, if any, that
      would have been paid to the Securities Administrator by the original Swap
      Provider calculated in accordance with the terms of the original Swap Agreement,
      and distribute such amount in accordance with the terms of this
      Agreement.

     

    
      
        
        

      

      
        177

        
          

        

      

      
        
        

      

    

    


    (i) In
      the
      event that the Swap Provider 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 an Event of Default, Termination
      Event, or Additional Termination Event (each as defined in the Swap Agreement)
      occurs with respect to the Swap Agreement, the Securities Administrator on
      behalf of the Supplemental Interest Trust Trustee shall immediately, but no
      later than the next Business Day following such failure or breach, notify the
      Depositor and send any notices and make any demands, on behalf of the
      Supplemental Interest Trust, in accordance with the Swap Agreement.


     

    (j) In
      the
      event that the Swap Provider’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 Swap Provider fails to
      make any payment by the close of business on the day it is required to make
      payment under the terms of the Swap Agreement, the Securities Administrator
      on
      behalf of the Supplemental Interest Trust Trustee shall, as soon as practicable,
      but no later than two (2) business days after the Swap Provider’s failure to
      pay, demand that the Guarantor make any and all payments then required to be
      made by the Guarantor pursuant to such Guaranty; provided, that the Securities
      Administrator shall in no event be liable for any failure or delay in the
      performance by the Swap Provider or any Guarantor of its obligations hereunder
      or pursuant to the 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
      5.08. Tax
      Treatment of Swap Payments and Swap Termination Payments.

     

    For
      federal income tax purposes, each holder of a Class A Certificate or Mezzanine
      Certificate is deemed to own an undivided beneficial ownership interest in
      a
      REMIC regular interest and the right to receive payments from either the Reserve
      Fund or the Supplemental Interest Trust in respect of any Net WAC Rate Carryover
      Amounts or the obligation to make payments to the Supplemental Interest Trust.
      For federal income tax purposes, the Securities Administrator will account
      for
      payments to each Class A Certificate or Mezzanine Certificate as follows: each
      Class A Certificate or Mezzanine Certificate will be treated as receiving their
      entire payment from REMIC III (regardless of any Swap Termination Payment or
      obligation under the Swap Agreement) and subsequently paying their portion
      of
      any Swap Termination Payment in respect of each such Class’s obligation under
      the Swap Agreement. In the event that any such Class is resecuritized in a
      REMIC, the obligation under the Swap Agreement to pay any such Swap Termination
      Payment (or any shortfall in Net Swap Payment), will be made by one or more
      of
      the REMIC Regular Interests issued by the resecuritization REMIC subsequent
      to
      such REMIC Regular Interest receiving its full payment from any such Class
      A
      Certificate or Mezzanine Certificate. 

     

    
      
        
        

      

      
        178

        
          

        

      

      
        
        

      

    

     

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

     

    SECTION
      5.09. Swap
      Collateral Account.

     

    The
      Securities Administrator is hereby directed to perform the obligations of the
      Custodian as defined under the Swap Credit Support Annex (the “Swap Custodian”).


    


    On
      or
      before the Closing Date, the Swap Custodian shall establish a Swap Collateral
      Account. The Swap Collateral Account shall be held in the name of the Swap
      Custodian in trust for the benefit of the Offered Certificates. The Swap
      Collateral Account shall be an Eligible Account and shall be entitled “Swap
      Collateral Account, Wells Fargo Bank, National Association for the benefit
      of
      holders of ACE Securities Corp. Home Equity Loan Trust, Series 2007-WM1, Asset
      Backed Pass-Through Certificates.” 

    


    The
      Swap
      Custodian shall credit to the Swap Collateral Account all collateral (whether
      in
      the form of cash or securities) posted by the Swap Provider to secure the
      obligations of the Swap Provider in accordance with the terms of the Swap
      Agreement. Except for investment earnings, the Swap Provider shall not have
      any
      legal, equitable or beneficial interest in the Swap Collateral Account other
      than in accordance with the Swap Agreement and applicable law. The Swap
      Custodian shall maintain and apply all collateral and earnings thereon on
      deposit in the Swap Collateral Account in accordance with Swap Credit Support
      Annex.

    


    Cash
      collateral posted by the Swap Provider in accordance with the Swap Credit
      Support Annex shall be invested at the direction of the Swap Provider in
      Permitted Investments in accordance with the requirements of the Swap Credit
      Support Annex. All amounts earned on amounts on deposit in the Swap Collateral
      Account (whether cash collateral or securities) shall be for the account of
      and
      taxable to the Swap Provider. If no investment direction is provided, funds
      will
      be held uninvested.

    


    Upon
      the
      occurrence of an Event of Default or Specified Condition (each as defined in
      the
      Swap Agreement) with respect to the Swap Provider 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 Provider, and, in either such case, unless the Swap Provider has paid
      in
      full all of its Obligations (as defined in the Swap Credit Support Annex) that
      are then due, then any collateral posted by the Swap Provider in accordance
      with
      the Swap 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 Swap
      Credit Support Annex. Any excess amounts held in such Swap Collateral Account
      after payment of all amounts owing to Party B under the Swap Agreement shall
      be
      withdrawn from the Swap Collateral Account and paid to the Swap Provider in
      accordance with the Swap Credit Support Annex.

     

    
      
        
        

      

      
        179

        
          

        

      

      
        
        

      

    

    


    SECTION
      5.10. Cap
      Collateral Accounts

     

    The
      Securities Administrator is hereby directed to perform the obligations of the
      Custodian as defined under the Cap Credit Support Annex (the “Cap Custodian”).


    


    On
      or
      before the Closing Date, the Cap Custodian shall establish a Cap Collateral
      Account with respect to each of the Cap Contracts (the “Cap Collateral
      Account”). The Cap Collateral Account shall be held in the name of the Cap
      Custodian in trust for the benefit of the Class A Certificates and Mezzanine
      Certificates. The Cap Collateral Account shall be an Eligible Account and shall
      be entitled “Cap Collateral Account, Wells Fargo Bank, National Association for
      the benefit of holders of ACE Securities Corp. Home Equity Loan Trust, Series
      2007-WM1, Class A, 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 M-10.”

    


    The
      Cap
      Custodian shall credit to the Cap Collateral Account all collateral (whether
      in
      the form of cash or securities) posted by the Cap Counterparty to secure the
      obligations of the Cap Counterparty Provider in accordance with the terms of
      the
      related Cap Contract. Except for investment earnings, the Cap Counterparty
      shall
      not have any legal, equitable or beneficial interest in the Cap Collateral
      Account other than in accordance with the related Cap Contract and applicable
      law. The Cap Custodian shall maintain and apply all collateral and earnings
      thereon on deposit in any Cap Collateral Account in accordance with the Cap
      Credit Support Annex.

     

    Cash
      collateral posted by the Cap Counterparty in accordance with the related Cap
      Credit Support Annex shall be invested at the direction of the Cap Counterparty
      in Permitted Investments in accordance with the requirements of the Cap Credit
      Support Annex. All amounts earned on amounts on deposit in a Cap Collateral
      Account (whether cash collateral or securities) shall be for the account of
      and
      taxable to the Cap Counterparty. If no investment direction is provided, funds
      will be held uninvested.

    


    Upon
      the
      occurrence of an Event of Default or a Specified Condition (each as defined
      in
      the related Cap Contract) with respect to the Cap Counterparty or upon
      occurrence or designation of an Early Termination Date (as defined in the
      related Cap Contract) as a result of any such Event of Default or Specified
      Condition with respect to the Cap Counterparty, and, in either such case, unless
      the Cap Counterparty has paid in full all of its Obligations (as defined in
      the
      related Cap Credit Support Annex) that are then due, then any collateral posted
      by the Cap Counterparty in accordance with the related Cap Credit Support Annex
      shall be applied to the payment of any Obligations due to Party B (as defined
      in
      the related Cap Contract) in accordance with the related Cap Credit Support
      Annex. Any excess amounts held in such Cap Collateral Account after payment
      of
      all amounts owing to Party B under the related Cap Contract shall be withdrawn
      from the Cap Collateral Account and paid to the Cap Counterparty in accordance
      with the related Cap Credit Support Annex.

    


    
      
        
        

      

      
        180

        
          

        

      

      
        
        

      

    


    ARTICLE
      VI


    THE
      CERTIFICATES

     

    SECTION
      6.01. The
      Certificates.

     

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

     

    The
      Certificates will be substantially in the forms annexed hereto as Exhibits
      A-1
      through A-5. The Certificates of each Class will be issuable in registered
      form
      only, in denominations of authorized Percentage Interests as described in the
      definition thereof. Each Certificate will share ratably in all rights of the
      related Class.

     

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

     

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

     

    
      
        
        

      

      
        181

        
          

        

      

      
        
        

      

    

     

    (c) The
      Class
      CE Certificates initially offered and sold in offshore transactions in reliance
      on Regulation S shall be issued in the form of a temporary global certificate
      in
      definitive, fully registered form (each, a “Regulation S Temporary Global
      Certificate”), which shall be deposited with the Securities Administrator or an
      agent of the Securities Administrator as custodian for the Depository and
      registered in the name of Cede & Co. as nominee of the Depository for the
      account of designated agents holding on behalf of Euroclear or Clearstream.
      Beneficial interests in each Regulation S Temporary Global Certificate may
      be
      held only through Euroclear or Clearstream; provided, however, that such
      interests may be exchanged for interests in a Definitive Certificate in
      accordance with the requirements described in Section 6.02. After the expiration
      of the Release Date, a beneficial interest in a Regulation S Temporary Global
      Certificate may be exchanged for a beneficial interest in the related permanent
      global certificate of the same Class (each, a “Regulation S Permanent Global
      Certificate”), in accordance with the procedures set forth in Section 6.02. Each
      Regulation S Permanent Global Certificate shall be deposited with the Securities
      Administrator or an agent of the Securities Administrator as custodian for
      the
      Depository and registered in the name of Cede & Co. as nominee of the
      Depository.

     

    The
      Class
      CE Certificates and Class P Certificates offered and sold to QIBs in reliance
      on
      Rule 144A will be issued in the form of Definitive Certificates.

     

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

     

    
      
        
        

      

      
        182

        
          

        

      

      
        
        

      

    

     

    If
      (i)(A)
      the Depositor advises the Securities Administrator in writing that the
      Depository is no longer willing or able to properly discharge its
      responsibilities as Depository, and (B) the Depositor is unable to locate a
      qualified successor, (ii) the Depositor at its option advises the Securities
      Administrator in writing that it elects to terminate the book-entry system
      through the Depository or (iii) after the occurrence of the Servicer Event
      of
      Default, Certificate Owners representing in the aggregate not less than 51%
      of
      the Ownership Interests of the Book-Entry Certificates advise the Securities
      Administrator through the Depository, in writing, that the continuation of
      a
      book-entry system through the Depository is no longer in the best interests
      of
      the Certificate Owners, the Securities Administrator shall notify all
      Certificate Owners, through the Depository, of the occurrence of any such event
      and of the availability of Definitive Certificates to Certificate Owners
      requesting the same. With respect to a Global Certificate, the related
      Certificate Owner (other than a Holder of a Regulation S Temporary Global
      Certificate) may request that its interest in a Global Certificate be exchanged
      for a Definitive Certificate. Upon surrender to the Securities Administrator
      of
      the Book-Entry Certificates by the Book-Entry Custodian or the Depository,
      as
      applicable, or the Global Certificates by the Depository accompanied by
      registration instructions from the Depository for registration of transfer,
      the
      Securities Administrator shall cause the Definitive Certificates to be issued.
      Such Definitive Certificates will be issued in minimum denominations of $10,000
      except that any beneficial ownership that was represented by a Book-Entry
      Certificate, or a Global Certificate, as applicable in an amount less than
      $10,000 immediately prior to the issuance of a Definitive Certificate shall
      be
      issued in a minimum denomination equal to the amount represented by such
      Book-Entry Certificate or a Global Certificate, as applicable. None of the
      Depositor, the Servicer, the Master Servicer, the Securities Administrator
      or
      the Trustee shall be liable for any delay in the delivery of such instructions
      and may conclusively rely on, and shall be protected in relying on, such
      instructions. Upon the issuance of Definitive Certificates all references herein
      to obligations imposed upon or to be performed by the Depository shall be deemed
      to be imposed upon and performed by the Securities Administrator, to the extent
      applicable with respect to such Definitive Certificates, and the Securities
      Administrator shall recognize the Holders of the Definitive Certificates as
      Certificateholders hereunder.

     

    SECTION
      6.02. Registration
      of Transfer and Exchange of Certificates.

     

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

     

    (b) No
      transfer of any Class CE Certificate, Class P Certificate or Residual
      Certificate shall be made unless that transfer is made pursuant to an effective
      registration statement under the Securities Act, and effective registration
      or
      qualification under applicable state securities laws, or is made in a
      transaction that does not require such registration or qualification.


     

    In
      the
      event that such a transfer of a Class CE Certificate or Class P Certificate
      is
      to be made without registration or qualification (other than in connection
      with
      the initial transfer of any such Certificate by the Depositor), the Securities
      Administrator shall require receipt of: (i) if such transfer is purportedly
      being made in reliance upon Rule 144A under the Securities Act, written
      certifications from the Certificateholder desiring to effect the transfer and
      from such Certificateholder’s prospective transferee, substantially in the form
      attached hereto as Exhibit
      B-1;
      (ii) if
      such transfer is purportedly being made in reliance upon Rule 501(a) under
      the
      Securities Act, written certifications from the Certificateholder desiring
      to
      effect the transfer and from such Certificateholder’s prospective transferee,
      substantially in the form attached hereto as Exhibit
      B-3,
      (iii)
      if such transfer is purportedly being made in reliance on Regulation S, a
      written certification from the prospective transferee, substantially in the
      form
      attached hereto as Exhibit
      B-2
      and
      (iv)
      in all
      other cases, an Opinion of Counsel satisfactory to the Securities Administrator
      that such transfer may be made without such registration or qualification (which
      Opinion of Counsel shall not be an expense of the Trust Fund or of the
      Depositor, the Trustee, the Master Servicer, the Securities Administrator or
      the
      Servicer), together with copies of the written certification(s) of the
      Certificateholder desiring to effect the transfer and/or such
      Certificateholder’s prospective transferee upon which such Opinion of Counsel is
      based, if any. 

     

    
      
        
        

      

      
        183

        
          

        

      

      
        
        

      

    

     

    A
      holder
      of a beneficial interest in a Regulation S Temporary Global Certificate must
      provide Euroclear or Clearstream, as the case may be, with a certificate in
      the
      form of Annex A to Exhibit
      B-2
      hereto
      certifying that the beneficial owner of the interest in such Global Certificate
      is not a U.S. Person (as defined in Regulation S), and Euroclear or Clearstream,
      as the case may be, must provide to the Trustee and Securities Administrator
      a
      certificate in the form of Exhibit
      B-2
      hereto
      prior to (i) the payment of interest or principal with respect to such holder’s
      beneficial interest in the Regulation S Temporary Global Certificate and (ii)
      any exchange of such beneficial interest for a beneficial interest in a
      Regulation S Permanent Global Certificate.

     

    In
      the
      event that such a transfer of a Residual Certificate is to be made without
      registration or qualification (other than in connection with the initial
      transfer of any such Certificate by the Depositor), the Securities Administrator
      shall require receipt of: (i) if such transfer is purportedly being made in
      reliance upon Rule 144A under the Securities Act, written certifications from
      the Certificateholder desiring to effect the transfer and from such
      Certificateholder’s prospective transferee, substantially in the form attached
      hereto as Exhibit
      B-1;
      (ii) if
      such transfer is purportedly being made in reliance upon Rule 501(a) under
      the
      Securities Act, written certifications from the Certificateholder desiring
      to
      effect the transfer and from such Certificateholder’s prospective transferee,
      substantially in the form attached hereto as Exhibit
      B-3,
      and
      (iv) in all other cases, an Opinion of Counsel satisfactory to the Securities
      Administrator that such transfer may be made without such registration or
      qualification (which Opinion of Counsel shall not be an expense of the Trust
      Fund or of the Depositor, the Trustee, the Master Servicer, the Securities
      Administrator or the Servicer), together with copies of the written
      certification(s) of the Certificateholder desiring to effect the transfer and/or
      such Certificateholder’s prospective transferee upon which such Opinion of
      Counsel is based, if any.

     

    Neither
      of the Depositor nor the Securities Administrator is obligated to register
      or
      qualify any such Certificates under the Securities Act or any other securities
      laws or to take any action not otherwise required under this Agreement to permit
      the transfer of such Certificates without registration or qualification. Any
      Certificateholder desiring to effect the transfer of any such Certificate shall,
      and does hereby agree to, indemnify the Trustee, the Depositor, the Master
      Servicer, the Securities Administrator and the Servicer against any liability
      that may result if the transfer is not so exempt or is not made in accordance
      with such federal and state laws.

     

    
      
        
        

      

      
        184

        
          

        

      

      
        
        

      

    

     

    (c) No
      transfer of a Class CE Certificate, Class P Certificate or a Residual
      Certificate or any interest therein shall be made to any Plan subject to ERISA
      or Section 4975 of the Code, any Person acting, directly or indirectly, on
      behalf of any such Plan or any Person acquiring such Certificates with “Plan
      Assets” of a Plan within the meaning of the Department of Labor regulation
      promulgated at 29 C.F.R. § 2510.3-101 as modified by Section 3(42) of ERISA
      (“Plan Assets”) unless the Securities Administrator is provided with an Opinion
      of Counsel on which the Depositor, the Master Servicer, the Securities
      Administrator, the Trustee and the Servicer may rely, which establishes to
      the
      satisfaction of the Securities Administrator that the purchase of such
      Certificates is permissible under applicable law, will not constitute or result
      in any prohibited transaction under ERISA or Section 4975 of the Code and
      will not subject the Depositor, the Servicer, the Trustee, the Master Servicer,
      the Securities Administrator or the Trust Fund to any obligation or liability
      (including obligations or liabilities under ERISA or Section 4975 of the
      Code) in addition to those undertaken in this Agreement, which Opinion of
      Counsel shall not be an expense of the Depositor, the Servicer, the Trustee,
      the
      Master Servicer, the Securities Administrator or the Trust Fund. An Opinion
      of
      Counsel will not be required in connection with the initial transfer of any
      such
      Certificate by the Depositor to an affiliate of the Depositor (in which case,
      the Depositor or any affiliate thereof shall have deemed to have represented
      that such affiliate is not a Plan or a Person investing Plan Assets) and the
      Securities Administrator shall be entitled to conclusively rely upon a
      representation (which, upon the request of the Securities Administrator, shall
      be a written representation) from the Depositor of the status of such transferee
      as an affiliate of the Depositor.

     

    For
      so
      long as the Supplemental Interest Trust is in existence, each beneficial owner
      of any Class A Certificate or Mezzanine Certificate,
      or
      any
      interest therein, shall be deemed to have represented, by virtue of its
      acquisition or holding of such Class A Certificate or Mezzanine Certificate,
      or
      interest therein, that either (i) it is not a Plan or (ii)(A) it is an
      accredited investor within the meaning of Prohibited Transaction Exemption
      2002-41, as amended from time to time (the “Exemption”) and (B) the acquisition
      and holding of such Certificate and the separate right to receive payments
      from
      the Supplemental Interest Trust are eligible for the exemptive relief available
      under Prohibited Transaction Class Exemption (“PTCE”) 84-14 (for transactions by
      independent “qualified professional asset managers”), 91-38 (for transactions by
      bank collective investment funds), 90-1 (for transactions by insurance company
      pooled separate accounts), 95-60 (for transactions by insurance company general
      accounts) or 96-23 (for transactions effected by “in-house asset managers”)
in
      the
      case of an Offered Certificate or PTCE 95-60 in the case of a Class M-10
      Certificate.

     

    Each
      Transferee of a Mezzanine Certificate or any interest therein that is acquired
      after the termination of the Supplemental Interest Trust will be deemed to
      have
      represented by virtue of its purchase or holding of such Certificate (or
      interest therein) that either (a) such Transferee is not a Plan or purchasing
      such Certificate with Plan Assets, (b) it has acquired and is holding such
      Certificate in reliance on the Exemption, and that it understands that there
      are
      certain conditions to the availability of the Exemption including that such
      Certificate must be rated, at the time of purchase, not lower than “BBB-” (or
      its equivalent) by a Rating Agency or (c) the following conditions are
      satisfied: (i) such Transferee is an insurance company, (ii) the source of
      funds
      used to purchase or hold such Certificate (or interest therein) is an “insurance
      company general account” (as defined in PTCE 95-60, and (iii) the conditions set
      forth in Sections I and III of PTCE 95-60 have been satisfied.

     

    
      
        
        

      

      
        185

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

    (B) In
      connection with any proposed Transfer of any Ownership Interest in a Residual
      Certificate, the Securities Administrator shall require delivery to it, and
      shall not register the Transfer of any Residual Certificate until its receipt
      of, an affidavit and agreement (a “Transfer Affidavit and Agreement,” in the
      form attached hereto as Exhibit B-4)
      from
      the proposed Transferee, in form and substance satisfactory to the Securities
      Administrator, representing and warranting, among other things, that such
      Transferee is a Permitted Transferee, that it is not acquiring its Ownership
      Interest in the Residual Certificate that is the subject of the proposed
      Transfer as a nominee, trustee or agent for any Person that is not a Permitted
      Transferee, that for so long as it retains its Ownership Interest in a Residual
      Certificate, it will endeavor to remain a Permitted Transferee, and that it
      has
      reviewed the provisions of this Section 6.02(d) and agrees to be bound by
      them.

     

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

     

    (D) Each
      Person holding or acquiring any Ownership Interest in a Residual Certificate
      shall agree (x) to require a Transfer Affidavit and Agreement from any other
      Person to whom such Person attempts to transfer its Ownership Interest in a
      Residual Certificate and (Y) not to transfer its Ownership Interest unless
      it
      provides a Transferor Affidavit (in the form attached hereto as Exhibit B-4
      or ) to
      the Securities Administrator stating that, among other things, it has no actual
      knowledge that such other Person is not a Permitted Transferee.

     

    
      
        
        

      

      
        186

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    
      
        
        

      

      
        187

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

     

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

     

    (e) Subject
      to the preceding subsections, upon surrender for registration of transfer of
      any
      Certificate at any office or agency of the Securities Administrator maintained
      for such purpose pursuant to Section 9.11, the Securities Administrator
      shall execute, authenticate and deliver, in the name of the designated
      Transferee or Transferees, one or more new Certificates of the same Class of
      a
      like aggregate Percentage Interest.

     

    (f) At
      the
      option of the Holder thereof, any Certificate may be exchanged for other
      Certificates of the same Class with authorized denominations and a like
      aggregate Percentage Interest, upon surrender of such Certificate to be
      exchanged at any office or agency of the Securities Administrator maintained
      for
      such purpose pursuant to Section 9.11. Whenever any Certificates are so
      surrendered for exchange, the Securities Administrator shall execute,
      authenticate and deliver, the Certificates which the Certificateholder making
      the exchange is entitled to receive. Every Certificate presented or surrendered
      for transfer or exchange shall (if so required by the Securities Administrator)
      be duly endorsed by, or be accompanied by a written instrument of transfer
      in
      the form satisfactory to the Securities Administrator duly executed by, the
      Holder thereof or his attorney duly authorized in writing. In addition, with
      respect to each Class R Certificate, the holder thereof may exchange, in the
      manner described above, such Class R Certificate for three separate
      certificates, each representing such holder's respective Percentage Interest
      in
      the Class R-I Interest, the Class R-II Interest and the Class R-III Interest,
      respectively, in each case that was evidenced by the Class R Certificate being
      exchanged.

     

    
      
        
        

      

      
        188

        
          

        

      

      
        
        

      

    

     

    (g) No
      transfer of any Class CE Certificate shall be made unless the proposed
      transferee of such Class CE Certificate (1) provides to the Securities
      Administrator the appropriate tax certification forms that would eliminate
      any
      withholding or deduction for taxes from amounts payable by the Cap Counterparty
      and the Swap Provider to the Securities Administrator pursuant to the Cap
      Contracts and the Swap Agreement (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY,
      W-8EXP or W-8ECI, as applicable (or any successor form thereto), together with
      any applicable attachments) and (2) agrees to update such forms (a) upon
      expiration of any such form, (b) as required under then applicable U.S. Treasury
      regulations and (c) promptly upon learning that any such form has become
      obsolete or incorrect, each as a condition to such transfer so long as they
      are
      in physical form. In addition, no transfer of any Class CE Certificate shall
      be
      made if such transfer would cause the Reserve Fund or the Supplemental Interest
      Trust to be beneficially owned by two or more persons for federal income tax
      purposes, or continue to be so treated, unless (i) each proposed transferee
      of
      such Class CE Certificate complies with the foregoing conditions, (ii) the
      proposed majority holder of the Class CE Certificates (or each holder, if there
      is or would be no majority holder) (A) provides, or causes to be provided,
      on
      behalf of the Reserve Fund and the Supplemental Interest Trust, if applicable,
      the appropriate tax certification form that would be required from the Reserve
      Fund and the Supplemental Interest Trust to eliminate any withholding or
      deduction for taxes from amounts payable by the Cap Counterparty and the Swap
      Provider to the Securities Administrator pursuant to the Cap Contracts and
      the
      Swap Agreement (i.e., IRS Form W-9 or IRS Form W-8BEN, W-8IMY, W-8EXP or W-8ECI,
      as applicable (or any successor form thereto), together with any applicable
      attachments) and (B) agrees to update such forms (x) upon expiration of any
      such
      form, (y) as required under then applicable U.S. Treasury regulations and (z)
      promptly upon learning that any such form has become obsolete or incorrect.
      If,
      under applicable U.S. Treasury regulations, such tax certification form may
      only
      be signed by a trustee acting on behalf of the Reserve Fund or the Supplemental
      Interest Trust, then the Securities Administrator, the Trustee or the
      Supplemental Interest Trust Trustee, as appropriate, shall sign such
      certification form if so requested by a holder of the Class CE Certificates.
      Upon receipt of any tax certification form pursuant to the preceding conditions
      from a proposed transferee of any Class CE Certificate, the Securities
      Administrator shall forward each tax certification form attributable to the
      Cap
      Contracts to the Cap Counterparty and each tax certification form attributable
      to the Swap Agreement to the Supplemental Interest Trust Trustee so long as
      the
      Securities Administrator is permitted to provide such tax certification form.
      The Supplemental Interest Trust Trustee shall forward such tax certification
      forms provided to it to the Swap Provider so long as the Supplemental Interest
      Trust Trustee is permitted to provide such tax certification form. Each holder
      of a Class CE Certificate and each transferee thereof shall be deemed to have
      consented to the Securities Administrator and the Supplemental Interest Trust
      Trustee forwarding to the Cap Counterparty and the Swap Provider any tax
      certification form it has provided and updated in accordance with these transfer
      restrictions.
      Any
      purported sales or transfers of any Class CE Certificate to a transferee which
      does not comply with the requirements of this paragraph shall be deemed null
      and
      void under this Agreement. In the event that either the Securities Administrator
      or the Supplemental Interest Trust Trustee is unable to provide a tax
      certification pursuant to this paragraph, such party shall immediately notify
      the Depositor, the Swap Provider and the Cap Provider.

     

    
      
        
        

      

      
        189

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    SECTION
      6.03. Mutilated,
      Destroyed, Lost or Stolen Certificates.

     

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

     

    SECTION
      6.04. Persons
      Deemed Owners.

     

    The
      Depositor, the Servicer, the Trustee, the Master Servicer, the Securities
      Administrator and any agent of any of them may treat the Person in whose name
      any Certificate is registered as the owner of such Certificate for the purpose
      of receiving distributions pursuant to Section 5.01 and for all other
      purposes whatsoever, and none of the Depositor, the Servicer, the Trustee,
      the
      Master Servicer, the Securities Administrator or any agent of any of them shall
      be affected by notice to the contrary.

     

    
      
        
        

      

      
        190

        
          

        

      

      
        
        

      

    

     

    SECTION
      6.05. Certain
      Available Information.

     

    On
      or
      prior to the date of the first sale of any Class CE Certificate, Class P
      Certificate or Residual Certificate to an Independent third party, the Depositor
      shall provide to the Securities Administrator ten copies of any private
      placement memorandum or other disclosure document used by the Depositor in
      connection with the offer and sale of such Certificate. In addition, if any
      such
      private placement memorandum or disclosure document is revised, amended or
      supplemented at any time following the delivery thereof to the Securities
      Administrator, the Depositor promptly shall inform the Securities Administrator
      of such event and shall deliver to the Securities Administrator ten copies
      of
      the private placement memorandum or disclosure document, as revised, amended
      or
      supplemented. The Securities Administrator shall maintain at its office as
      set
      forth in Section 12.05 hereof and shall make available free of charge
      during normal business hours for review by any Holder of a Certificate or any
      Person identified to the Securities Administrator as a prospective transferee
      of
      a Certificate, originals or copies of the following items: (i) in the case
      of a
      Holder or prospective transferee of a Class CE Certificate, Class P Certificate
      or Residual Certificate, the related private placement memorandum or other
      disclosure document relating to such Class of Certificates, in the form most
      recently provided to the Securities Administrator; and (ii) in all cases, (A)
      this Agreement and any amendments hereof entered into pursuant to
      Section 12.01, (B) all monthly statements required to be delivered to
      Certificateholders of the relevant Class pursuant to Section 5.02 since the
      Closing Date, and all other notices, reports, statements and written
      communications delivered to the Certificateholders of the relevant Class
      pursuant to this Agreement since the Closing Date and (C) any copies of all
      Officers’ Certificates of the Servicer since the Closing Date delivered to the
      Master Servicer to evidence such Person’s determination that any P&I Advance
      or Servicing Advance was, or if made, would be a Nonrecoverable P&I Advance
      or Nonrecoverable Servicing Advance. Copies and mailing of any and all of the
      foregoing items will be available from the Securities Administrator upon request
      at the expense of the Person requesting the same.

     

    
      
        
        

      

      
        191

        
          

        

      

      
        
        

      

    


    ARTICLE
      VII

     

    THE
      DEPOSITOR, THE SERVICER AND THE MASTER SERVICER

     

    SECTION
      7.01. Liability
      of the Depositor, the Servicer and the Master Servicer.

     

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

     

    SECTION
      7.02. Merger
      or
      Consolidation of the Depositor, the Servicer or the Master Servicer. 

     

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

     

    The
      Depositor, the Servicer or the Master Servicer may be merged or consolidated
      with or into any Person, or transfer all or substantially all of its assets
      to
      any Person, in which case any Person resulting from any merger or consolidation
      to which the Depositor, the Servicer or the Master Servicer shall be a party,
      or
      any Person succeeding to the business of the Depositor, the Servicer or the
      Master Servicer, shall be the successor of the Depositor, the Servicer or the
      Master Servicer, as the case may be, hereunder, without the execution or filing
      of any paper or any further act on the part of any of the parties hereto,
      anything herein to the contrary notwithstanding; provided, however, that any
      successor to the Servicer or the Master Servicer shall meet the eligibility
      requirements set forth in clauses (i) and (iii) of the last paragraph of
      Section 8.02(a) or Section 7.06, as applicable.

     

    SECTION
      7.03. Limitation
      on Liability of the Depositor, the Servicer, the Master Servicer and
      Others.

     

    None
      of
      the Depositor, the Servicer, the Securities Administrator, the Master Servicer
      or any of the directors, officers, employees or agents of the Depositor, the
      Servicer or the Master Servicer shall be under any liability to the Trust Fund
      or the Certificateholders for any action taken or for refraining from the taking
      of any action in good faith pursuant to this Agreement or for errors in
      judgment; provided, however, that this provision shall not protect the
      Depositor, the Servicer, the Securities Administrator, the Master Servicer
      or
      any such person against any breach of warranties, representations or covenants
      made herein or against any specific liability imposed on any such Person
      pursuant hereto or against any liability which would otherwise be imposed by
      reason of willful misfeasance, bad faith or gross negligence in the performance
      of duties or by reason of reckless disregard of obligations and duties
      hereunder. The Depositor, the Servicer, the Securities Administrator, the Master
      Servicer and any director, officer, employee or agent of the Depositor, the
      Servicer, the Securities Administrator and the Master Servicer may rely in
      good
      faith on any document of any kind which, prima facie, is properly executed
      and
      submitted by any Person respecting any matters arising hereunder. The Depositor,
      the Servicer, the Securities Administrator, the Master Servicer and any
      director, officer, employee or agent of the Depositor, the Servicer, the
      Securities Administrator or the Master Servicer shall be indemnified and held
      harmless by the Trust Fund against any loss, liability or expense incurred
      in
      connection with any legal action relating to this Agreement, the Certificates
      or
      any Credit Risk Management Agreement or any loss, liability or expense incurred
      other than by reason of willful misfeasance, bad faith or gross negligence
      in
      the performance of duties hereunder or by reason of reckless disregard of
      obligations and duties hereunder. None of the Depositor, the Servicer, the
      Securities Administrator or the Master Servicer shall be under any obligation
      to
      appear in, prosecute or defend any legal action unless such action is related
      to
      its respective duties under this Agreement and, in its opinion, does not involve
      it in any expense or liability; provided, however, that each of the Depositor,
      the Servicer, the Securities Administrator and the Master Servicer may in its
      discretion undertake any such action which it may deem necessary or desirable
      with respect to this Agreement and the rights and duties of the parties hereto
      and the interests of the Certificateholders hereunder. In such event, the legal
      expenses and costs of such action and any liability resulting therefrom (except
      any loss, liability or expense incurred by reason of willful misfeasance, bad
      faith or gross negligence in the performance of duties hereunder or by reason
      of
      reckless disregard of obligations and duties hereunder) shall be expenses,
      costs
      and liabilities of the Trust Fund, and the Depositor, the Servicer, the
      Securities Administrator and the Master Servicer shall be entitled to be
      reimbursed therefor from the Collection Account or the Distribution Account
      as
      and to the extent provided in Article III and Article IV, any such right of
      reimbursement being prior to the rights of the Certificateholders to receive
      any
      amount in the Collection Account and the Distribution Account.

     

    
      
        
        

      

      
        192

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      anything to the contrary contained herein, the Servicer shall not be liable
      for
      any actions or inactions prior to the Cut-off Date of any prior servicer of
      the
      related Mortgage Loans and the Master Servicer shall not be liable for any
      action or inaction of the Servicer, except to the extent expressly provided
      herein, or the Credit Risk Management Agreement.

     

    SECTION
      7.04. Limitation
      on Resignation of the Servicer.

     

    (a) Except
      as
      expressly provided herein, the Servicer shall neither assign all or
      substantially all of its rights under this Agreement or the servicing hereunder
      nor delegate all or substantially all of its duties hereunder nor sell or
      otherwise dispose of all or substantially all of its property or assets without,
      in each case, the prior written consent of the Master Servicer, which consent
      shall not be unreasonably withheld; provided, that in each case, there must
      be
      delivered to the Trustee and the Master Servicer a letter from each Rating
      Agency to the effect that such transfer of servicing or sale or disposition
      of
      assets will not result in a qualification, withdrawal or downgrade of the
      then-current rating of any of the Certificates. Notwithstanding the foregoing,
      the Servicer, without the consent of the Trustee or the Master Servicer, may
      retain third-party contractors to perform certain servicing and loan
      administration functions, including without limitation hazard insurance
      administration, tax payment and administration, flood certification and
      administration, collection services and similar functions, provided, however,
      that the retention of such contractors by the Servicer shall not limit the
      obligation of the Servicer to service the Mortgage Loans pursuant to the terms
      and conditions of this Agreement. The Servicer shall not resign from the
      obligations and duties hereby imposed on it except (i) upon determination that
      its duties hereunder are no longer permissible under applicable law, or (ii)
      upon the Servicer’s written proposal of a successor servicer reasonably
      acceptable to each of the Sponsor, the Depositor and the Master Servicer. No
      such resignation under clause (i) above shall become effective unless evidenced
      by an Opinion of Counsel to such effect obtained at the expense of the Servicer
      and delivered to the Trustee and the Rating Agencies. No such resignation of
      the
      Servicer under clause (ii) shall be effective unless:

     

    (i) the
      proposed successor Servicer is (1) an affiliate of the Master Servicer that
      services mortgage loans similar to the Mortgage Loans in the jurisdictions
      in
      which the related Mortgaged Properties are located or (2) the proposed successor
      Servicer has a rating of at least “Above Average” by S&P and either a rating
      of at least “RPS2” by Fitch or a rating of at least “SQ2” by
      Moody’s;

     

    
      
        
        

      

      
        193

        
          

        

      

      
        
        

      

    

     

    (ii) the
      Rating Agencies have confirmed to the Trustee that the appointment of the
      proposed successor servicer as the servicer under this Agreement will not result
      in the reduction or withdrawal of the then current ratings of any of the
      Certificates; and

     

    (iii) the
      proposed successor Servicer has a net worth of at least
      $25,000,000.

     

    Notwithstanding
      anything to the contrary, no resignation of the Servicer shall become effective
      until the Master Servicer or a successor Servicer shall have assumed the
      Servicer’s responsibilities, duties, liabilities (other than those liabilities
      arising prior to the appointment of such successor) and obligations under this
      Agreement. In addition, the Sponsor shall promptly notify the Credit Risk
      Manager of the Servicer’s resignation under this Section 7.04.

     

    (b) Except
      as
      expressly provided herein, the Servicer shall not assign or transfer any of
      its
      rights, benefits or privileges hereunder to any other Person, or delegate to
      or
      subcontract with, or authorize or appoint any other Person to perform any of
      the
      duties, covenants or obligations to be performed by the Servicer hereunder.
      The
      foregoing prohibition on assignment shall not prohibit the Servicer from
      designating a Sub-Servicer as payee of any indemnification amount payable to
      the
      Servicer hereunder; provided, however, that as provided in Section 3.02, no
      Sub-Servicer shall be a third-party beneficiary hereunder and the parties hereto
      shall not be required to recognize any Sub-Servicer as an indemnitee under
      this
      Agreement.

     

    (c) 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”), provided, that:

     

    (i) upon
      a
      Servicer Event of Default and receipt of a 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 such appointment of a
      successor Servicer;

     

    
      
        
        

      

      
        194

        
          

        

      

      
        
        

      

    

     

    (ii) the
      Servicing Rights Lender’s rights are subject to this Agreement; and

     

    (iii) the
      Servicer shall remain subject to termination as servicer under this Agreement
      pursuant to the terms hereof.

     

    SECTION
      7.05. Limitation
      on Resignation of the Master Servicer.

     

    The
      Master Servicer shall not resign from the obligations and duties hereby imposed
      on it except upon determination that its duties hereunder are no longer
      permissible under applicable law. Any such determination pursuant to the
      preceding sentence permitting the resignation of the Master Servicer shall
      be
      evidenced by an Opinion of Counsel to such effect obtained at the expense of
      the
      Master Servicer and delivered to the Trustee and the Rating Agencies. No
      resignation of the Master Servicer shall become effective until the Trustee
      or a
      successor Master Servicer meeting the criteria specified in Section 7.06
      shall have assumed the Master Servicer’s responsibilities, duties, liabilities
      (other than those liabilities arising prior to the appointment of such
      successor) and obligations under this Agreement.

     

    SECTION
      7.06. Assignment
      of Master Servicing.

     

    The
      Master Servicer may sell and assign its rights and delegate its duties and
      obligations in its entirety as Master Servicer under this Agreement; provided,
      however, that: (i) the purchaser or transferee accept in writing such assignment
      and delegation and assume the obligations of the Master Servicer hereunder
      (a)
      shall have a net worth of not less than $25,000,000 (unless otherwise approved
      by each Rating Agency pursuant to clause (ii) below); (b) shall be reasonably
      satisfactory to the Trustee (as evidenced in a writing signed by the Trustee);
      and (c) shall execute and deliver to the Trustee an agreement, in form and
      substance reasonably satisfactory to the Trustee, which contains an assumption
      by such Person of the due and punctual performance and observance of each
      covenant and condition to be performed or observed by it as master servicer
      under this Agreement, any custodial agreement from and after the effective
      date
      of such agreement; (ii) each Rating Agency shall be given prior written notice
      of the identity of the proposed successor to the Master Servicer and each Rating
      Agency’s rating of the Certificates in effect immediately prior to such
      assignment, sale and delegation will not be downgraded, qualified or withdrawn
      as a result of such assignment, sale and delegation, as evidenced by a letter
      to
      such effect delivered to the Master Servicer and the Trustee; and (iii) the
      Master Servicer assigning and selling the master servicing shall deliver to
      the
      Trustee an Officer’s Certificate and an Opinion of Independent counsel, each
      stating that all conditions precedent to such action under this Agreement have
      been completed and such action is permitted by and complies with the terms
      of
      this Agreement. No such assignment or delegation shall affect any liability
      of
      the Master Servicer arising out of acts or omissions prior to the effective
      date
      thereof.

     

    
      
        
        

      

      
        195

        
          

        

      

      
        
        

      

    

     

    SECTION
      7.07. Rights
      of
      the Depositor in Respect of the Servicer and the Master Servicer.

     

    Each
      of
      the Master Servicer and the Servicer shall afford (and any Sub-Servicing or
      Sub-Contracting Agreement shall provide that each Sub-Servicer or Subcontractor,
      as applicable, shall afford) the Depositor and the Trustee, upon reasonable
      notice, during normal business hours, access to all records maintained by the
      Master Servicer or the Servicer (and any such Sub-Servicer or Subcontractor,
      as
      applicable) in respect of the Servicer’s rights and obligations hereunder and
      access to officers of the Master Servicer or the Servicer (and those of any
      such
      Sub-Servicer or Subcontractor, as applicable) responsible for such obligations,
      and the Master Servicer shall have access to all such records maintained by
      the
      Servicer and any Sub-Servicers or Subcontractors. Upon request, each of the
      Master Servicer and the Servicer shall furnish to the Depositor and the Trustee
      its (and any such Sub-Servicer’s or Subcontractor’s) most recent financial
      statements and such other information relating to the Master Servicer’s or the
      Servicer’s capacity to perform its obligations under this Agreement as it
      possesses (and that any such Sub-Servicer or Subcontractor possesses). To the
      extent that the Master Servicer or the Servicer informs the Depositor or the
      Trustee that such information is not otherwise available to the public, the
      Depositor and the Trustee shall not disseminate any information obtained
      pursuant to the preceding two sentences without the Master Servicer’s or the
      Servicer’s written consent, except as required pursuant to this Agreement or to
      the extent that it is appropriate to do so (i) to its legal counsel, auditors,
      taxing authorities or other governmental agencies and the Certificateholders,
      (ii) pursuant to any law, rule, regulation, order, judgment, writ, injunction
      or
      decree of any court or governmental authority having jurisdiction over the
      Depositor and the Trustee or the Trust Fund, and in any case, the Depositor
      or
      the Trustee, (iii) disclosure of any and all information that is or becomes
      publicly known, or information obtained by the Trustee from sources other than
      the Depositor, the Servicer or the Master Servicer, (iv) disclosure as required
      pursuant to this Agreement or (v) disclosure of any and all information (A)
      in
      any preliminary or final offering circular, registration statement or contract
      or other document pertaining to the transactions contemplated by the Agreement
      approved in advance by the Depositor, the Servicer or the Master Servicer or
      (B)
      to any affiliate, independent or internal auditor, agent, employee or attorney
      of the Trustee having a need to know the same, provided that the Trustee advises
      such recipient of the confidential nature of the information being disclosed,
      shall use its best efforts to assure the confidentiality of any such
      disseminated non-public information. Nothing in this Section 7.07 shall
      limit the obligation of the Servicer to comply with any applicable law
      prohibiting disclosure of information regarding the Mortgagors and the failure
      of the Servicer to provide access as provided in this Section 7.07 as a
      result of such obligation shall not constitute a breach of this Section. Nothing
      in this Section 7.07 shall require the Servicer to collect, create, collate
      or otherwise generate any information that it does not generate in its usual
      course of business. The Servicer shall not be required to make copies of or
      ship
      documents to any party unless provisions have been made for the reimbursement
      of
      the costs thereof. The Depositor may, but is not obligated to, enforce the
      obligations of the Master Servicer or the Servicer under this Agreement, and
      may, but is not obligated to, perform, or cause a designee to perform, any
      defaulted obligation of the Master Servicer or the Servicer under this
      Agreement, or exercise the rights of the Master Servicer or the Servicer under
      this Agreement; provided that neither the Master Servicer nor the Servicer
      shall
      be relieved of any of its obligations under this Agreement, as applicable,
      by
      virtue of such performance by the Depositor or its designee. The Depositor
      shall
      not have any responsibility or liability for any action or failure to act by
      the
      Master Servicer or the Servicer and is not obligated to supervise the
      performance of the Master Servicer or the Servicer under this Agreement or
      otherwise.

     

    
      
        
        

      

      
        196

        
          

        

      

      
        
        

      

    

     

    SECTION
      7.08. Duties
      of
      the Credit Risk Manager. 

     

    For
      and
      on behalf of the Depositor, the Credit Risk Manager will provide reports and
      recommendations concerning certain delinquent and defaulted Mortgage Loans,
      and
      as to the collection of any Prepayment Charges with respect to the Mortgage
      Loans. Such reports and recommendations will be based upon information provided
      to the Credit Risk Manager pursuant to the Credit Risk Management Agreements,
      and the Credit Risk Manager shall look solely to the Servicer and/or Master
      Servicer for all information and data (including loss and delinquency
      information and data) relating to the servicing of the Mortgage Loans. Upon
      any
      termination of the Credit Risk Manager or the appointment of a successor Credit
      Risk Manager, the Depositor shall give written notice thereof to the Servicer,
      the Master Servicer, the Securities Administrator, the Trustee, and each Rating
      Agency. Notwithstanding the foregoing, the termination of the Credit Risk
      Manager pursuant to this Section shall not become effective until the
      appointment of a successor Credit Risk Manager. Each of the Trustee and the
      Servicer is hereby authorized to enter into any Credit Risk Management Agreement
      necessary to effect the foregoing.

     

    SECTION
      7.09. Limitation
      Upon Liability of the Credit Risk Manager. 

     

    Neither
      the Credit Risk Manager, nor any of its directors, officers, employees, or
      agents shall be under any liability to the Trustee, the Certificateholders,
      or
      the Depositor for any action taken or for refraining from the taking of any
      action made in good faith pursuant to this Agreement, in reliance upon
      information provided by the Servicer under the related Credit Risk Management
      Agreement, or for errors in judgment; provided, however, that this provision
      shall not protect the Credit Risk Manager or any such person against liability
      that would otherwise be imposed by reason of willful malfeasance or bad faith
      in
      its performance of its duties. The Credit Risk Manager and any director,
      officer, employee, or agent of the Credit Risk Manager may rely in good faith
      on
      any document of any kind prima facie properly executed and submitted by any
      Person respecting any matters arising hereunder, and may rely in good faith
      upon
      the accuracy of information furnished by the Servicer pursuant to the related
      Credit Risk Management Agreement in the performance of its duties thereunder
      and
      hereunder.

     

    SECTION
      7.10. Removal
      of the Credit Risk Manager. 

     

    The
      Credit Risk Manager may be removed as Credit Risk Manager by Certificateholders
      holding not less than 66 2/3% of the Voting Rights in the Trust Fund, in the
      exercise of its or their sole discretion. The Certificateholders shall provide
      written notice of the Credit Risk Manager’s removal to the Trustee. Upon receipt
      of such notice, the Trustee shall provide written notice to the Credit Risk
      Manager of its removal, which shall be effective upon receipt of such notice
      by
      the Credit Risk Manager, with a copy to the Securities Administrator and the
      Master Servicer.

     

    
      
        
        

      

      
        197

        
          

        

      

      
        
        

      

    


    ARTICLE
      VIII

     

    DEFAULT

     

    SECTION
      8.01. Servicer
      Events of Default.

     

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

     

    (i) any
      failure by the Servicer to remit to the Securities Administrator for
      distribution to the Certificateholders any payment (other than a P&I Advance
      required to be made from its own funds on any Servicer Remittance Date pursuant
      to Section 5.03 of this Agreement) required to be made by the Servicer under
      the
      terms of the Certificates and this Agreement which continues unremedied for
      a
      period of one (1) 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 Securities Administrator or the Master Servicer (in which case
      notice shall be provided by telecopy), or to the Servicer, the Securities
      Administrator, the Master Servicer and the Trustee by the Holders of
      Certificates entitled to at least 25% of the Voting Rights; or

     

    (ii) any
      failure on the part of the Servicer duly 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, or the material breach by the Servicer of any
      representation and warranty contained in Section 2.05 of this Agreement, which
      continues unremedied for a period of thirty (30) days after the date on which
      written notice of such failure, requiring the same to be remedied, shall have
      been given to the Servicer by the Depositor or the Trustee or to the Servicer,
      the Depositor and the Trustee by the Holders of Certificates entitled to at
      least 25% of the Voting Rights; provided, however, that in the case of a failure
      that cannot be cured within thirty (30) days, the cure period may be extended
      for an additional thirty (30) days if the Servicer can demonstrate to the
      reasonable satisfaction of the Trustee that the Servicer is diligently pursuing
      remedial action; or

     

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

     

    (iv) 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 it or of or relating to
      all
      or substantially all of its property; or

     

    
      
        
        

      

      
        198

        
          

        

      

      
        
        

      

    

     

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

     

    (vi) failure
      by the Servicer to duly perform its obligations under Sections 3.17, 3.18
      or 3.19(a) as set forth in those Sections which continues unremedied for the
      period set forth in such sections; or

     

    (vii) any
      failure of the Servicer to make any P&I Advance on any Servicer Remittance
      Date required to be made from its own funds pursuant to Section 5.03 which
      continues unremedied until 3:00 p.m. New York time on the Business Day
      immediately following the Servicer Remittance Date; or

     

    (viii) in
      the
      event that Countrywide is no longer Servicer of any of the Mortgage Loans,
      failure of the Servicer to maintain at least an “average” rating from the Rating
      Agencies.

     

    If
      the
      Servicer Event of Default described in clauses (i) through (vi) or (viii) of
      this Section  shall occur, then, and in each and every such case, so long
      as the Servicer Event of Default shall not have been remedied, the Depositor
      or
      the Trustee may, and at the written direction of the Holders of Certificates
      entitled to at least 51% of Voting Rights, the Trustee shall, by notice in
      writing to the defaulting Servicer (and to the Depositor if given by the Trustee
      or to the Trustee if given by the Depositor) with a copy to the Master Servicer
      and each Rating Agency, terminate all of the rights and obligations of the
      defaulting Servicer in its capacity as the Servicer under this Agreement, to
      the
      extent permitted by law, and in and to the related Mortgage Loans and the
      proceeds thereof. If the Servicer Event of Default described in clause (vii)
      hereof shall occur, the Trustee shall, by notice in writing to the defaulting
      Servicer, the Depositor and the Master Servicer, terminate all of the rights
      and
      obligations of the defaulting Servicer in its capacity as the Servicer under
      this Agreement and in and to the related Mortgage Loans and the proceeds
      thereof. Subject to Section 8.02 of this Agreement, on or after the receipt
      by the defaulting Servicer of such written notice, all authority and power
      of
      the defaulting Servicer under this Agreement whether with respect to the
      Certificates (other than as a Holder of any Certificate) or the related Mortgage
      Loans or otherwise, shall pass to and be vested in the Master Servicer, pursuant
      to and under this Section, and, without limitation, the Master Servicer is
      hereby authorized and empowered, as attorney-in-fact or otherwise, to execute
      and deliver, on behalf of and at the expense of the defaulting Servicer, any
      and
      all documents and other instruments and to do or accomplish all other acts
      or
      things necessary or appropriate to effect the purposes of such notice of
      termination, whether to complete the transfer and endorsement or assignment
      of
      the related Mortgage Loans and related documents, or otherwise. The defaulting
      Servicer agrees promptly (and in any event no later than ten (10) Business
      Days
      subsequent to such notice) to provide the Master Servicer with all documents
      and
      records requested by it to enable it to assume the defaulting Servicer’s
      functions under this Agreement, and to cooperate with the Master Servicer in
      effecting the termination of the defaulting Servicer’s responsibilities and
      rights under this Agreement, including, without limitation, the transfer within
      one (1) Business Day to the Master Servicer for administration by it of all
      cash
      amounts which at the time shall be or should have been credited by the
      defaulting Servicer to the Collection Account held by or on behalf of the
      defaulting Servicer or thereafter be received with respect to the related
      Mortgage Loans or any related REO Property (provided, however, that the
      defaulting Servicer shall continue to be entitled to receive all amounts accrued
      or owing to it under this Agreement on or prior to the date of such termination,
      whether in respect of P&I Advances, Servicing Advances, accrued and unpaid
      Servicing Fees or otherwise, and shall continue to be entitled to the benefits
      of Section 7.03 of this Agreement, notwithstanding any such termination,
      with respect to events occurring prior to such termination). Reimbursement
      of
      unreimbursed P&I Advances, Servicing Advances and accrued and unpaid
      Servicing Fees shall be made on a first in, first out (“FIFO”) basis no later
      than the Servicer Remittance Date. For purposes of this Section 8.01(a),
      the Trustee shall not be deemed to have knowledge of the Servicer Event of
      Default unless a Responsible Officer of the Trustee assigned to and working
      in
      the Trustee’s Corporate Trust Office has actual knowledge thereof or unless
      written notice of any event which is in fact such the Servicer Event of Default
      is received by the Trustee at its Corporate Trust Office and such notice
      references the Certificates, the Trust or this Agreement. The Trustee shall
      promptly notify the Master Servicer and the Rating Agencies of the occurrence
      of
      the Servicer Event of Default of which it has knowledge as provided
      above.

     

    
      
        
        

      

      
        199

        
          

        

      

      
        
        

      

    

     

    The
      Master Servicer shall be entitled to be reimbursed by the defaulting Servicer
      (or from amounts on deposit in the Distribution Account if the defaulting
      Servicer is unable to fulfill its obligations hereunder) for all reasonable
      out-of-pocket or third party costs associated with the transfer of servicing
      from the defaulting Servicer, including without limitation, any reasonable
      out-of-pocket or third party costs or expenses associated with the complete
      transfer of all servicing data and the completion, correction or manipulation
      of
      such servicing data as may be required by the Master Servicer to correct any
      errors or insufficiencies in the servicing data or otherwise to enable the
      Master Servicer to service the related Mortgage Loans properly and effectively,
      upon presentation of reasonable documentation of such costs and
      expenses.

     

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

     

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

     

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

     

    
      
        
        

      

      
        200

        
          

        

      

      
        
        

      

    

     

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

     

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

     

    (v) failure
      by the Master Servicer to duly perform, within the required time period, its
      obligations under Sections 4.15, 4.16, 4.17 or 4.18.

     

    If
      a
      Master Servicer Event of Default shall occur, then, and in each and every such
      case, so long as such Master Servicer Event of Default shall not have been
      remedied, the Depositor or the Trustee may, and at the written direction of
      the
      Holders of Certificates entitled to at least 51% of Voting Rights, the Trustee
      shall, by notice in writing to the Master Servicer (and to the Depositor if
      given by the Trustee or to the Trustee if given by the Depositor) with a copy
      to
      each Rating Agency, terminate all of the rights and obligations of the Master
      Servicer in its capacity as Master Servicer under this Agreement, to the extent
      permitted by law, and in and to the Mortgage Loans and the proceeds thereof.
      On
      or after the receipt by the Master Servicer of such written notice, all
      authority and power of the Master Servicer under this Agreement, whether with
      respect to the Certificates (other than as a Holder of any Certificate) or
      the
      Mortgage Loans or otherwise including, without limitation, the compensation
      payable to the Master Servicer under this Agreement, shall pass to and be vested
      in the Trustee pursuant to and under this Section, and, without limitation,
      the
      Trustee is hereby authorized and empowered, as attorney-in-fact or otherwise,
      to
      execute and deliver, on behalf of and at the expense of the Master Servicer,
      any
      and all documents and other instruments and to do or accomplish all other acts
      or things necessary or appropriate to effect the purposes of such notice of
      termination, whether to complete the transfer and endorsement or assignment
      of
      the Mortgage Loans and related documents, or otherwise. The Master Servicer
      agrees promptly (and in any event no later than ten Business Days subsequent
      to
      such notice) to provide the Trustee with all documents and records requested
      by
      it to enable it to assume the Master Servicer’s functions under this Agreement,
      and to cooperate with the Trustee in effecting the termination of the Master
      Servicer’s responsibilities and rights under this Agreement (provided, however,
      that the Master Servicer shall continue to be entitled to receive all amounts
      accrued or owing to it under this Agreement on or prior to the date of such
      termination and shall continue to be entitled to the benefits of
      Section 7.03 of this Agreement, notwithstanding any such termination, with
      respect to events occurring prior to such termination). For purposes of this
      Section 8.01(b), the Trustee shall not be deemed to have knowledge of a
      Master Servicer Event of Default unless a Responsible Officer of the Trustee
      assigned to and working in the Trustee’s Corporate Trust Office has actual
      knowledge thereof or unless written notice of any event which is in fact such
      a
      Master Servicer Event of Default is received by the Trustee and such notice
      references the Certificates, the Trust or this Agreement. The Trustee shall
      promptly notify the Rating Agencies of the occurrence of a Master Servicer
      Event
      of Default of which it has knowledge as provided above.

     

    
      
        
        

      

      
        201

        
          

        

      

      
        
        

      

    

     

    On
      and
      after the time the Master Servicer receives a notice of termination, the Trustee
      shall be the successor in all respects to the Master Servicer (and, if
      applicable, the Securities Administrator) in its capacity as Master Servicer
      (and, if applicable, the Securities Administrator) under this Agreement and
      the
      transactions set forth or provided for herein, and all the responsibilities,
      duties and liabilities relating thereto and arising thereafter shall be assumed
      by the Trustee (except for any representations or warranties of the Master
      Servicer under this Agreement, the responsibilities, duties and liabilities
      contained in Section 2.03 and the obligation to deposit amounts in respect
      of
      losses pursuant to Section 3.10) by the terms and provisions hereof including,
      without limitation, the Master Servicer’s obligations to make P&I Advances
      no later than each Distribution Date pursuant to Section 5.03; provided,
      however, that if the Trustee is prohibited by law or regulation from obligating
      itself to make advances regarding delinquent mortgage loans, then the Trustee
      shall not be obligated to make P&I Advances pursuant to Section 5.03; and
      provided further, that any failure to perform such duties or responsibilities
      caused by the Master Servicer’s failure to provide information required by
      Section 8.01 shall not be considered a default by the Trustee as successor
      to
      the Master Servicer hereunder and neither the Trustee nor any other successor
      master servicer shall be liable for any acts or omissions of the terminated
      master servicer. As compensation therefor, the Trustee shall be entitled to
      the
      Master Servicing Fee and all funds relating to the Loans, investment earnings
      on
      the Distribution Account and all other remuneration to which the Master Servicer
      would have been entitled if it had continued to act hereunder.

     

    Notwithstanding
      the foregoing, the Trustee may, if it shall be unwilling to continue to act,
      or
      shall, if it is unable to so act, petition a court of competent jurisdiction
      to
      appoint, or appoint on its own behalf, any established housing and home finance
      institution servicer, master servicer, servicing or mortgage servicing
      institution having a net worth of not less than $25,000,000 and meeting such
      other standards for a successor master servicer as are set forth in this
      Agreement, as the successor to such Master Servicer in the assumption of all
      of
      the responsibilities, duties or liabilities of a master servicer.

     

    To
      the
      extent that the costs and expenses of the Trustee related to the termination
      of
      the Master Servicer, appointment of a successor Master Servicer or the transfer
      and assumption of the master servicing by the Trustee (including, without
      limitation, (i) all legal costs and expenses and all due diligence costs and
      expenses associated with an evaluation of the potential termination of the
      Master Servicer as a result of a Master Servicer Event of Default and (ii)
      all
      costs and expenses associated with the complete transfer of the master
      servicing, including all servicing files and all servicing data and the
      completion, correction or manipulation of such servicing data as may be required
      by the successor Master Servicer to correct any errors or insufficiencies in
      the
      servicing data or otherwise to enable the successor Master Servicer to master
      service the Mortgage Loans in accordance with this Agreement) are not fully
      and
      timely reimbursed by the terminated Master Servicer, the Trustee shall be
      entitled to reimbursement of such costs and expenses from the Distribution
      Account.

     

    Neither
      the Trustee nor any other successor master servicer shall be deemed to be in
      default hereunder by reason of any failure to make, or any delay in making,
      any
      distribution hereunder or any portion thereof or any failure to perform, or
      any
      delay in performing, any duties or responsibilities hereunder, in either case
      caused by the failure of the Master Servicer to deliver or provide, or any
      delay
      in delivering or providing, any cash, information, documents or records to
      it.


     

    
      
        
        

      

      
        202

        
          

        

      

      
        
        

      

    

     

    SECTION
      8.02. Master
      Servicer to Act; Appointment of Successor.

     

    (a) On
      and
      after the time the Servicer receives a notice of termination, the Master
      Servicer shall be the successor in all respects to the Servicer in its capacity
      as the Servicer under this Agreement and the transactions set forth or provided
      for herein or therein, and all the responsibilities, duties and liabilities
      relating thereto and arising thereafter shall be assumed by the Master Servicer
      (except for any representations or warranties of the Servicer under this
      Agreement the responsibilities, duties and liabilities contained in Section
      2.03
      of this Agreement and the obligation of the Servicer to deposit amounts in
      respect of losses pursuant to Section 3.10(b) of this Agreement) by the terms
      and provisions hereof including, without limitation, the Servicer’s obligations
      to make P&I Advances pursuant to Section 5.03 of this Agreement; provided,
      however, that if the Master Servicer is prohibited by law or regulation from
      obligating itself to make advances regarding delinquent mortgage loans, then
      the
      Master Servicer shall not be obligated to make P&I Advances pursuant to
      Section 5.03 of this Agreement; and provided further, that any failure to
      perform such duties or responsibilities caused by the Servicer’s failure to
      provide information required by Section 8.01 of this Agreement shall not be
      considered a default by the Master Servicer as successor to the Servicer
      hereunder; provided, however, that (1) it is understood and acknowledged by
      the
      parties hereto that there will be a period of transition (not to exceed ninety
      (90) days) before the actual servicing functions can be fully transferred to
      the
      Master Servicer or any successor Servicer appointed in accordance with the
      following provisions and (2) any failure to perform such duties or
      responsibilities caused by the Servicer’s failure to provide information
      required by Section 8.01 of this Agreement shall not be considered a default
      by
      the Master Servicer as successor to the Servicer. As compensation therefor,
      the
      Master Servicer shall be entitled to the Servicing Fee and all funds relating
      to
      the related Mortgage Loans to which the terminated Servicer would have been
      entitled if it had continued to act hereunder. Notwithstanding the above and
      subject to the immediately following paragraph, the Master Servicer may, if
      it
      shall be unwilling to so act, or shall, if it is unable to so act promptly
      appoint or petition a court of competent jurisdiction to appoint, a Person
      that
      satisfies the eligibility criteria set forth below as the successor to the
      terminated Servicer under this Agreement in the assumption of all or any part
      of
      the responsibilities, duties or liabilities of the terminated Servicer under
      this Agreement.

     

    Notwithstanding
      anything herein to the contrary, in no event shall the Trustee or the Master
      Servicer be liable for any Servicing Fee or Master Servicing Fee, as applicable,
      or for any differential in the amount of the Servicing Fee or Master Servicing
      Fee, as applicable, or paid hereunder and the amount necessary to induce any
      successor Servicer or successor Master Servicer to act as successor Servicer
      or
      successor Master Servicer under this Agreement and the transactions set forth
      or
      provided for herein.

     

    Any
      successor Servicer appointed under this Agreement must (i) be an established
      mortgage loan servicing institution that is a Fannie Mae and Freddie Mac
      approved seller/servicer, (ii) be approved by each Rating Agency by a written
      confirmation from each Rating Agency that the appointment of such successor
      Servicer would not result in the reduction or withdrawal of the then current
      ratings of any outstanding Class of Certificates, (iii) have a net worth of
      not
      less than $25,000,000 and (iv) assume all the responsibilities, duties or
      liabilities of the Servicer (other than liabilities of the Servicer hereunder
      incurred prior to termination of the Servicer under Section 8.01 herein)
      under this Agreement as if originally named as a party to this
      Agreement.

     

    
      
        
        

      

      
        203

        
          

        

      

      
        
        

      

    

     

    (b) (1)
      All
      servicing transfer costs (including, without limitation, servicing transfer
      costs of the type described in Section 8.02(a) of this Agreement and
      incurred by the Trustee, the Master Servicer and any successor Servicer under
      paragraph (b)(2) below) in connection with the termination of the Servicer
      shall
      be paid by the terminated Servicer upon presentation of reasonable documentation
      of such costs, and if such predecessor or initial Servicer, as applicable,
      defaults in its obligation to pay such costs, the successor Servicer, the Master
      Servicer and the Trustee shall be entitled to reimbursement therefor from the
      assets of the Trust Fund.

     

    (2)
      No
      appointment of a successor to the Servicer under this Agreement shall be
      effective until the assumption by the successor of all of the Servicer’s
      responsibilities, duties and liabilities hereunder. In connection with such
      appointment and assumption described herein, the Trustee may make such
      arrangements for the compensation of such successor out of payments on the
      related Mortgage Loans as it and such successor shall agree; provided, however,
      that no such compensation shall be in excess of that permitted the Servicer
      as
      such hereunder. The Depositor, the Trustee and such successor shall take such
      action, consistent with this Agreement, as shall be necessary to effectuate
      any
      such succession. Pending appointment of a successor to the Servicer under this
      Agreement, the Master Servicer shall act in such capacity as hereinabove
      provided.

     

    SECTION
      8.03. Notification
      to Certificateholders.

     

    (a) Upon
      any
      termination of the Master Servicer or the Servicer pursuant to
      Section 8.01(a) or (b) of this Agreement, or any appointment of a successor
      to the Master Servicer or the Servicer pursuant to Section 8.02 of this
      Agreement, the Trustee shall give prompt written notice thereof to the
      Certificateholders at their respective addresses appearing in the Certificate
      Register.

     

    (b) Not
      later
      than the later of sixty (60) days after the occurrence of any event, which
      constitutes or which, with notice or lapse of time or both, would constitute
      the
      Servicer Event of Default or a Master Servicer Event of Default or five (5)
      days
      after a Responsible Officer of the Trustee becomes aware of the occurrence
      of
      such an event, the Trustee shall transmit by mail to all Holders of Certificates
      notice of each such occurrence, unless such default or Servicer Event of Default
      or Master Servicer Event of Default shall have been cured or
      waived.

     

    
      
        
        

      

      
        204

        
          

        

      

      
        
        

      

    

     

    SECTION
      8.04. Waiver
      of
      Events of Default.

     

    The
      Holders representing at least 66% of the Voting Rights evidenced by all Classes
      of Certificates affected by any default, Servicer Event of Default or Master
      Servicer Event of Default hereunder may waive such default, Servicer Event
      of
      Default or Master Servicer Event of Default; provided, however, that the
      Servicer Event of Default under clause (i) or (vii) of Section 8.01(a) of
      this Agreement may be waived only by all of the Holders of the Regular
      Certificates. Upon any such waiver of a default, Servicer Event of Default
      or
      Master Servicer Event of Default, such default, Servicer Event of Default or
      Master Servicer Event of Default shall cease to exist and shall be deemed to
      have been remedied for every purpose hereunder. No such waiver shall extend
      to
      any subsequent or other default, Servicer Event of Default or Master Servicer
      Event of Default or impair any right consequent thereon except to the extent
      expressly so waived.

     

    
      
        
        

      

      
        205

        
          

        

      

      
        
        

      

    


    ARTICLE
      IX

     

    CONCERNING
      THE TRUSTEE AND THE SECURITIES ADMINISTRATOR

     

    SECTION
      9.01. Duties
      of
      Trustee and Securities Administrator.

     

    The
      Trustee, prior to the occurrence of a Master Servicer Event of Default and
      after
      the curing or waiver of all Master Servicer Events of Default which may have
      occurred, and the Securities Administrator each undertake to perform such duties
      and only such duties as are specifically set forth in this Agreement as duties
      of the Trustee and the Securities Administrator, respectively. During the
      continuance of a Master Servicer Event of Default, 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 its exercise as a prudent person would exercise
      or
      use under the circumstances in the conduct of such person’s own affairs. Any
      permissive right of the Trustee enumerated in this Agreement shall not be
      construed as a duty.

     

    Each
      of
      the Trustee and the Securities Administrator, upon receipt of all resolutions,
      certificates, statements, opinions, reports, documents, orders or other
      instruments furnished to it, which are specifically required to be furnished
      pursuant to any provision of this Agreement, shall examine them to determine
      whether they conform to the requirements of this Agreement. If any such
      instrument is found not to conform to the requirements of this Agreement in
      a
      material manner, the Trustee or the Securities Administrator, as the case may
      be, shall take such action as it deems appropriate to have the instrument
      corrected, and if the instrument is not corrected to its satisfaction, the
      Securities Administrator will provide notice to the Trustee thereof and the
      Trustee will provide notice to the Certificateholders.

     

    The
      Trustee shall promptly remit to the Servicer any complaint, claim, demand,
      notice or other document (collectively, the “Notices”) delivered to the Trustee
      as a consequence of the assignment of any Mortgage Loan hereunder and relating
      to the servicing of the Mortgage Loans; provided than any such notice (i) is
      delivered to the Trustee at its Corporate Trust Office, (ii) contains
      information sufficient to permit the Trustee to make a determination that the
      real property to which such document relates is a Mortgaged Property. The
      Trustee shall have no duty hereunder with respect to any Notice it may receive
      or which may be alleged to have been delivered to or served upon it unless
      such
      Notice is delivered to it or served upon it at its Corporate Trust Office and
      such Notice contains the information required pursuant to clause (ii) of the
      preceding sentence.

     

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

     

    (i) Prior
      to
      the occurrence of a Master Servicer Event of Default, and after the curing
      or
      waiver of all such Master Servicer Events of Default which may have occurred
      with respect to the Trustee and at all times with respect to the Securities
      Administrator, the duties and obligations of the Trustee shall be determined
      solely by the express provisions of this Agreement, neither the Trustee nor
      the
      Securities Administrator shall be liable except for the performance of such
      duties and obligations as are specifically set forth in this Agreement, no
      implied covenants or obligations shall be read into this Agreement against
      the
      Trustee or the Securities Administrator and, in the absence of bad faith on
      the
      part of the Trustee or the Securities Administrator, respectively, the Trustee
      or the Securities Administrator, respectively, may conclusively rely, as to
      the
      truth of the statements and the correctness of the opinions expressed therein,
      upon any certificates or opinions furnished to the Trustee or the Securities
      Administrator, respectively, that conform to the requirements of this
      Agreement;

     

    
      
        
        

      

      
        206

        
          

        

      

      
        
        

      

    

     

    (ii) Neither
      the Trustee nor the Securities Administrator shall be liable for an error of
      judgment made in good faith by a Responsible Officer or Responsible Officers
      of
      the Trustee or an officer or officers of the Securities Administrator,
      respectively, unless it shall be proved that the Trustee or the Securities
      Administrator, respectively, was negligent in ascertaining the pertinent facts;
      and

     

    (iii) Neither
      the Trustee nor the Securities Administrator shall be liable with respect to
      any
      action taken, suffered or omitted to be taken by it in good faith in accordance
      with the direction of the Holders of Certificates entitled to at least 25%
      of
      the Voting Rights relating to the time, method and place of conducting any
      proceeding for any remedy available to the Trustee or the Securities
      Administrator or exercising any trust or power conferred upon the Trustee or
      the
      Securities Administrator under this Agreement.

     

    SECTION
      9.02. Certain
      Matters Affecting Trustee and Securities Administrator.

     

    (a) Except
      as
      otherwise provided in Section 9.01 of this Agreement:

     

    (i) Before
      taking any action hereunder, the Trustee and the Securities Administrator may
      request and rely upon and shall be protected in acting or refraining from acting
      upon any resolution, Officers’ Certificate, certificate of auditors or any other
      certificate, statement, instrument, opinion, report, notice, request, consent,
      order, appraisal, bond or other paper or document reasonably believed by it
      to
      be genuine and to have been signed or presented by the proper party or
      parties;

     

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

     

    (iii) Neither
      the Trustee nor the Securities Administrator shall be under any obligation
      to
      exercise any of the trusts or powers vested in it by this Agreement or to
      institute, conduct or defend any litigation hereunder or in relation hereto
      at
      the request, order or direction of any of the Certificateholders, pursuant
      to
      the provisions of this Agreement, unless such Certificateholders shall have
      offered to the Trustee or the Securities Administrator, as the case may be,
      reasonable security or indemnity satisfactory to it against the costs, expenses
      and liabilities which may be incurred therein or thereby; nothing contained
      herein shall, however, relieve the Trustee of the obligation, upon the
      occurrence of a Master Servicer Event of Default (which has not been cured
      or
      waived), to exercise such of the rights and powers vested in it by this
      Agreement, and to use the same degree of care and skill in their exercise as
      a
      prudent person would exercise or use under the circumstances in the conduct
      of
      such person’s own affairs;

     

    
      
        
        

      

      
        207

        
          

        

      

      
        
        

      

    

     

    (iv) Neither
      the Trustee nor the Securities Administrator shall be liable for any action
      taken, suffered or omitted by it in good faith and believed by it to be
      authorized or within the discretion or rights or powers conferred upon it by
      this Agreement;

     

    (v) Prior
      to
      the occurrence of a Master Servicer Event of Default hereunder and after the
      curing or waiver of all Master Servicer Events of Default which may have
      occurred with respect to the Trustee and at all times with respect to the
      Securities Administrator, neither the Trustee nor the Securities Administrator
      shall be bound to make any investigation into the facts or matters stated in
      any
      resolution, certificate, statement, instrument, opinion, report, notice,
      request, consent, order, approval, bond or other paper or document, unless
      requested in writing to do so by the Holders of Certificates entitled to at
      least 25% of the Voting Rights; provided, however, that if the payment within
      a
      reasonable time to the Trustee or the Securities Administrator of the costs,
      expenses or liabilities likely to be incurred by it in the making of such
      investigation is, in the opinion of the Trustee or the Securities Administrator,
      as applicable, not reasonably assured to the Trustee or the Securities
      Administrator by such Certificateholders, the Trustee or the Securities
      Administrator, as applicable, may require reasonable indemnity satisfactory
      to
      it against such expense, or liability from such Certificateholders as a
      condition to taking any such action;

     

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

     

    (vii) The
      Trustee shall not be liable for any loss resulting from (a) the investment
      of
      funds held in the Collection Account, (b) the investment of funds held in the
      Distribution Account, (c) the investment of funds held in the Reserve Fund
      or
      (d) the redemption or sale of any such investment as therein
      authorized;

     

    (viii) The
      Trustee shall not be deemed to have notice of any default, Master Servicer
      Event
      of Default or Servicer Event of Default unless a Responsible Officer of the
      Trustee has actual knowledge thereof or unless written notice of any event
      which
      is in fact such a default is received by a Responsible Officer of the Trustee
      at
      the Corporate Trust Office of the Trustee, and such notice references the
      Certificates and this Agreement;

     

    
      
        
        

      

      
        208

        
          

        

      

      
        
        

      

    

     

    (ix) The
      rights, privileges, protections, immunities and benefits given to the Trustee,
      including, without limitation, its right to be indemnified, are extended to,
      and
      shall be enforceable by, each agent, custodian and other Person employed to
      act
      hereunder; 

     

    (x) Should
      the Trustee or the Securities Administrator deem the nature of any action
      required on its part to be unclear, the Trustee or the Securities Administrator
      may require, prior to taking such action, that it be provided by the Depositor
      with reasonable further instructions; and

     

    (xi) 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 risk or liability is not reasonably assured to
      it.

     

    (b) All
      rights of action under this Agreement or under any of the Certificates,
      enforceable by the Trustee, may be enforced by it without the possession of
      any
      of the Certificates, or the production thereof at the trial or other proceeding
      relating thereto, and any such suit, action or proceeding instituted by the
      Trustee shall be brought in its name for the benefit of all the Holders of
      such
      Certificates, subject to the provisions of this Agreement.

     

    (c) The
      Trustee, not in its individual capacity but solely in its separate capacity
      as
      Supplemental Interest Trust Trustee, is hereby directed to exercise the rights,
      perform the obligations, and make any representations to be exercised,
      performed, or made by the Supplemental Interest Trust Trustee, as described
      herein. The Supplemental Interest Trust Trustee is hereby directed to execute
      and deliver the Swap Agreement on behalf of Party B (as defined therein) and
      to
      exercise the rights, perform the obligations, and make the representations
      of
      Party B thereunder, solely in its capacity as Supplemental Interest Trust
      Trustee on behalf of Party B (as defined therein) and not in its individual
      capacity.

     

    The
      Sponsor, the Seller, the Servicer, the Depositor and the Certificateholders
      (by
      acceptance of their Certificates) acknowledge and agree that:

     

    (i)
      the
      Supplemental Interest Trust Trustee shall execute and deliver the Swap Agreement
      on behalf of Party B (as defined therein), 

    


    (ii)
      the
      Supplemental Interest Trust Trustee shall exercise the rights, perform the
      obligations, and make the representations of Party B thereunder, solely in
      its
      capacity as Supplemental Interest Trust Trustee on behalf of Party B (as defined
      therein) and not in its individual capacity, and

     

    
      
        
        

      

      
        209

        
          

        

      

      
        
        

      

    

    


    (iii)
      the
      Securities Administrator shall also be entitled to exercise the rights and
      obligated to perform the obligations of Party B under the Swap
      Agreement.

    


    Every
      provision of this Agreement relating to the conduct or affecting the liability
      of or affording protection to the Supplemental Interest Trust Trustee shall
      apply to the Supplemental Interest Trust Trustee’s execution of the Swap
      Agreement, and the performance of its duties and satisfaction of its obligations
      thereunder.

     

    Every
      provision of this Agreement relating to the conduct or affecting the liability
      of or affording protection to the Securities Administrator shall apply to the
      Securities Administrator’s execution of the Swap Agreement, and the performance
      of its duties and satisfaction of its obligations thereunder.

     

    (d) The
      Trustee is hereby directed to execute and deliver the Cap Contracts on behalf
      of
      Party B (as defined therein) and to exercise the rights, perform the
      obligations, and make the representations of Party B thereunder, solely in
      its
      capacity as Trustee on behalf of Party B (as defined therein) and not in its
      individual capacity.

     

    The
      Sponsor, the Seller, the Servicer, the Depositor and the Certificateholders
      by
      acceptance of their Certificates acknowledge and agree that:

     

    (i)
      the
      Trustee shall execute and deliver the Cap Contracts for Party B (as defined
      therein) 

    


    (ii)
      the
      Trustee shall exercise the rights, perform the obligations, and make the
      representations of Party B thereunder, solely in its capacity as Trustee on
      behalf of Party B (as defined therein) and not in its individual capacity,
      and

    


    (iii)
      the
      Securities Administrator shall also be entitled to exercise the rights and
      obligated to perform the obligations of Party B under the Cap
      Contracts.

    


    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 the Cap Contracts, and the performance of its duties and satisfaction of
      its
      obligations thereunder. 

     

    Every
      provision of this Agreement relating to the conduct or affecting the liability
      of or affording protection to the Securities Administrator shall apply to the
      Securities Administrator’s execution of the Cap Contracts, and the performance
      of its duties and satisfaction of its obligations thereunder.

     

    (e) None
      of
      the Securities Administrator, the Master Servicer, the Servicer, the Sponsor,
      the Depositor, the Custodian or the Trustee shall be responsible for the acts
      or
      omissions of the others or the Swap Provider or the Cap Counterparty, it being
      understood that this Agreement shall not be construed to render those partners
      joint venturers or agents of one another.

     

    
      
        
        

      

      
        210

        
          

        

      

      
        
        

      

    

     

    SECTION
      9.03. Trustee
      and Securities Administrator not Liable for Certificates or Mortgage
      Loans.

     

    The
      recitals contained herein and in the Certificates (other than the signature
      of
      the Securities Administrator, the authentication of the Securities Administrator
      on the Certificates, the acknowledgments of the Trustee contained in Article
      II
      and the representations and warranties of the Trustee in Section 9.12 of
      this Agreement) shall be taken as the statements of the Depositor and neither
      the Trustee nor the Securities Administrator assumes any responsibility for
      their correctness. Neither the Trustee nor the Securities Administrator makes
      any representations or warranties as to the validity or sufficiency of this
      Agreement (other than as specifically set forth in Sections 2.11 and 9.12
      of this Agreement), the Swap Agreement or of the Certificates (other than the
      signature of the Securities Administrator and authentication of the Securities
      Administrator on the Certificates) or of any Mortgage Loan or related document.
      The Trustee and the Securities Administrator shall not be accountable for the
      use or application by the Depositor of any of the Certificates or of the
      proceeds of such Certificates, or for the use or application of any funds paid
      to the Depositor or the Master Servicer in respect of the Mortgage Loans or
      deposited in or withdrawn from the Collection Account by the Servicer, other
      than with respect to the Securities Administrator any funds held by it or on
      behalf of the Trustee in accordance with Sections 3.23, 3.24, and 5.07 of
      this Agreement.

     

    SECTION
      9.04. Trustee
      and Securities Administrator May Own Certificates.

     

    Each
      of
      the Trustee and the Securities Administrator in its individual capacity or
      any
      other capacity may become the owner or pledgee of Certificates and may transact
      business with other interested parties and their Affiliates with the same rights
      it would have if it were not Trustee or the Securities
      Administrator.

     

    SECTION
      9.05. Fees
      and
      Expenses of Trustee, Custodian and Securities Administrator.

     

    The
      fees
      of the Trustee and the Securities Administrator hereunder, and of the Custodian
      under the Custodial Agreement shall be paid in accordance with a side letter
      agreement with the Master Servicer and at the sole expense of the Master
      Servicer. In addition, the Trustee, the Securities Administrator, the Custodian
      and any director, officer, employee or agent of the Trustee, the Securities
      Administrator and the Custodian shall be indemnified by the Trust and held
      harmless against any loss, liability or expense (including reasonable attorney’s
      fees and expenses) incurred by the Trustee, the Custodian or the Securities
      Administrator in connection with any claim or legal action or any pending or
      threatened claim or legal action arising out of or in connection with the
      acceptance or administration of its respective obligations and duties under
      this
      Agreement, including the Swap Agreement and any and all other agreements related
      hereto, other than any loss, liability or expense (i) solely with respect to
      the
      Trustee, for which the Trustee is indemnified by the Master Servicer or the
      Servicer, (ii) that constitutes a specific liability of the Trustee or the
      Securities Administrator, as applicable, pursuant to Section 11.01(g) of
      this Agreement or (iii) any loss, liability or expense incurred by reason of
      willful misfeasance, bad faith or negligence in the performance of duties
      hereunder by the Trustee or the Securities Administrator, as applicable, or
      by
      reason of reckless disregard of its obligations and duties hereunder. In no
      event shall the Trustee, Custodian, Master Servicer or the Securities
      Administrator be liable for special, indirect or consequential loss or damage
      of
      any kind whatsoever (including but not limited to lost profits), even if it
      has
      been advised of the likelihood of such loss or damage and regardless of the
      form
      of action. The Master Servicer agrees to indemnify the Trustee, from, and hold
      the Trustee harmless against, any loss, liability or expense (including
      reasonable attorney’s fees and expenses) incurred by the Trustee by reason of
      the Master Servicer’s willful misfeasance, bad faith or gross negligence in the
      performance of its duties under this Agreement or by reason of the Master
      Servicer’s reckless disregard of its obligations and duties under this
      Agreement. In addition, the Sponsor agrees to indemnify the Trustee for, and
      to
      hold the Trustee harmless against, any loss, liability or expense arising out
      of, or in connection with, the provisions set forth in the last paragraph of
      Section 2.01 of this Agreement, including, without limitation, all costs,
      liabilities and expenses (including reasonable legal fees and expenses) of
      investigating and defending itself against any claim, action or proceeding,
      pending or threatened, relating to the provisions of such paragraph. The
      indemnities in this Section 9.05 shall survive the termination or discharge
      of this Agreement and the resignation or removal of the Master Servicer, the
      Trustee, the Securities Administrator or the Custodian. Any payment under this
      Section 9.05 made by the Master Servicer to the Trustee in respect of the
      Trustee’s fees or the Master Servicer’s indemnification obligation to the
      Trustee shall be from the Master Servicer’s own funds, without reimbursement
      from REMIC I therefor.

     

    
      
        
        

      

      
        211

        
          

        

      

      
        
        

      

    

     

    SECTION
      9.06. Eligibility
      Requirements for Trustee and Securities Administrator.

     

    The
      Trustee and the Securities Administrator shall at all times be a corporation
      or
      an association (other than the Depositor, the Sponsor or any Affiliate of the
      foregoing) organized and doing business under the laws of any state or the
      United States of America, authorized under such laws to exercise corporate
      trust
      powers, having a combined capital and surplus of at least $50,000,000 (or a
      member of a bank holding company whose capital and surplus is at least
      $50,000,000) and subject to supervision or examination by federal or state
      authority. If such corporation or association publishes reports of conditions
      at
      least annually, pursuant to law or to the requirements of the aforesaid
      supervising or examining authority, then for the purposes of this
      Section the combined capital and surplus of such corporation or association
      shall be deemed to be its combined capital and surplus as set forth in its
      most
      recent report of conditions so published. In case at any time the Trustee or
      the
      Securities Administrator, as applicable, shall cease to be eligible in
      accordance with the provisions of this Section, the Trustee or the Securities
      Administrator, as applicable, shall resign immediately in the manner and with
      the effect specified in Section 9.07 of this Agreement.

     

    Additionally,
      the Securities Administrator (i) may not be an originator, Servicer, the
      Depositor or an affiliate of the Depositor unless the Securities Administrator
      is in an institutional trust department, (ii) must be authorized to exercise
      corporate trust powers under the laws of its jurisdiction of organization,
      and
      (iii) must be rated at least "A/F1" by Fitch, if Fitch is a Rating Agency,
      or
      the equivalent rating by S&P (or such rating acceptable to Fitch pursuant to
      a rating confirmation). If no successor securities administrator shall have
      been
      appointed and shall have accepted appointment within 60 days after Wells Fargo
      Bank, National Association, as Securities Administrator, ceases to be the
      securities administrator pursuant to this Section 9.06, then the Trustee shall
      petition any court of competent jurisdiction, at the expense of the Trust,
      for
      the appointment of a successor securities administrator which satisfies the
      eligibility criteria set forth herein. The Trustee shall notify the Rating
      Agencies of any change of Securities Administrator.

     

    
      
        
        

      

      
        212

        
          

        

      

      
        
        

      

    

     

    SECTION
      9.07. Resignation
      and Removal of Trustee and Securities Administrator.

     

    The
      Trustee and the Securities Administrator may at any time resign and be
      discharged from the trust hereby created by giving written notice thereof to
      the
      Depositor, to the Master Servicer, to the Securities Administrator (or the
      Trustee, if the Securities Administrator resigns) and to the Certificateholders.
      Upon receiving such notice of resignation, the Depositor shall promptly appoint
      a successor trustee or successor securities administrator by written instrument,
      in duplicate, which instrument shall be delivered to the resigning Trustee
      or
      Securities Administrator, as applicable, and to the successor trustee or
      successor securities administrator, as applicable. A copy of such instrument
      shall be delivered to the Certificateholders, the Trustee, the Securities
      Administrator and the Master Servicer by the Depositor. If no successor trustee
      or successor securities administrator shall have been so appointed and have
      accepted appointment within thirty (30) days after the giving of such notice
      of
      resignation, the resigning Trustee or Securities Administrator, as the case
      may
      be, may, at the expense of the Trust Fund, petition any court of competent
      jurisdiction for the appointment of a successor trustee, successor securities
      administrator, Trustee or Securities Administrator, as applicable.

     

    If
      at any
      time the Trustee or the Securities Administrator shall cease to be eligible
      in
      accordance with the provisions of Section 9.06 of this Agreement and shall
      fail to resign after written request therefor by the Depositor, or if at any
      time the Trustee or the Securities Administrator shall become incapable of
      acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee
      or the Securities Administrator or of its property shall be appointed, or any
      public officer shall take charge or control of the Trustee or the Securities
      Administrator or of its property or affairs for the purpose of rehabilitation,
      conservation or liquidation, then the Depositor may remove the Trustee or the
      Securities Administrator, as applicable and appoint a successor trustee or
      successor securities administrator, as applicable, by written instrument, in
      duplicate, which instrument shall be delivered to the Trustee or the Securities
      Administrator so removed and to the successor trustee or successor securities
      administrator. A copy of such instrument shall be delivered to the
      Certificateholders, the Trustee, the Securities Administrator and the Master
      Servicer by the Depositor.

     

    The
      Holders of Certificates entitled to at least 51% of the Voting Rights may at
      any
      time remove the Trustee or the Securities Administrator and appoint a successor
      trustee or successor securities administrator by written instrument or
      instruments, in triplicate, signed by such Holders or their attorneys-in-fact
      duly authorized, one complete set of which instruments shall be delivered to
      the
      Depositor, one complete set to the Trustee or the Securities Administrator
      so
      removed and one complete set to the successor so appointed. A copy of such
      instrument shall be delivered to the Certificateholders, the Trustee (in the
      case of the removal of the Securities Administrator), the Securities
      Administrator (in the case of the removal of the Trustee) and the Master
      Servicer by the Depositor.

     

    
      
        
        

      

      
        213

        
          

        

      

      
        
        

      

    

     

    Any
      resignation or removal of the Trustee or the Securities Administrator and
      appointment of a successor trustee or successor securities administrator
      pursuant to any of the provisions of this Section shall not become
      effective until acceptance of appointment by the successor trustee or successor
      securities administrator, as applicable, as provided in
      Section 9.08.

     

    Any
      Person appointed as successor trustee pursuant to Section 9.07 shall also be
      required to serve as successor supplemental interest trust trustee.

     

    Notwithstanding
      anything to the contrary contained herein, the Master Servicer and the
      Securities Administrator shall at all times be the same Person.

     

    SECTION
      9.08. Successor
      Trustee or Securities Administrator.

     

    Any
      successor trustee or successor securities administrator appointed as provided
      in
      Section 9.07 of this Agreement shall execute, acknowledge and deliver to
      the Depositor and its predecessor trustee or predecessor securities
      administrator an instrument accepting such appointment hereunder, and thereupon
      the resignation or removal of the predecessor trustee or predecessor securities
      administrator shall become effective and such successor trustee or successor
      securities administrator without any further act, deed or conveyance, shall
      become fully vested with all the rights, powers, duties and obligations of
      its
      predecessor hereunder, with the like effect as if originally named as trustee
      or
      securities administrator herein. The predecessor trustee or predecessor
      securities administrator shall deliver to the successor trustee or successor
      securities administrator all Mortgage Loan Documents and related documents
      and
      statements to the extent held by it hereunder, as well as all monies, held
      by it
      hereunder, and the Depositor and the predecessor trustee or predecessor
      securities administrator shall execute and deliver such instruments and do
      such
      other things as may reasonably be required for more fully and certainly vesting
      and confirming in the successor trustee or successor securities administrator
      all such rights, powers, duties and obligations.

     

    No
      successor trustee or successor securities administrator shall accept appointment
      as provided in this Section unless at the time of such acceptance such
      successor trustee or successor securities administrator shall be eligible under
      the provisions of Section 9.06 and the appointment of such successor
      trustee or successor securities administrator shall not result in a downgrading
      of any Class of Certificates by any Rating Agency, as evidenced by a letter
      from
      each Rating Agency.

     

    Upon
      acceptance of appointment by a successor trustee or successor securities
      administrator as provided in this Section, the Depositor shall mail notice
      of
      the succession of such trustee hereunder to all Holders of Certificates at
      their
      addresses as shown in the Certificate Register. If the Depositor fails to mail
      such notice within ten (10) days after acceptance of appointment by the
      successor trustee or successor securities administrator, the successor trustee
      or successor securities administrator shall cause such notice to be mailed at
      the expense of the Depositor.

     

    
      
        
        

      

      
        214

        
          

        

      

      
        
        

      

    

     

    SECTION
      9.09. Merger
      or
      Consolidation of Trustee or Securities Administrator.

     

    Any
      corporation or association into which the Trustee or the Securities
      Administrator may be merged or converted or with which it may be consolidated
      or
      any corporation or association resulting from any merger, conversion or
      consolidation to which the Trustee or the Securities Administrator shall be
      a
      party, or any corporation or association succeeding to the business of the
      Trustee or the Securities Administrator shall be the successor of the Trustee
      or
      the Securities Administrator hereunder, provided such corporation or association
      shall be eligible under the provisions of Section 9.06 of this Agreement,
      without the execution or filing of any paper or any further act on the part
      of
      any of the parties hereto, anything herein to the contrary
      notwithstanding.

     

    SECTION
      9.10. Appointment
      of Co-Trustee or Separate Trustee.

     

    Notwithstanding
      any other provisions hereof, at any time, for the purpose of meeting any legal
      requirements of any jurisdiction in which any part of the REMIC I or property
      securing the same may at the time be located, the Trustee shall have the power
      and shall execute and deliver all instruments to appoint one or more Persons
      approved by the Trustee to act as co-trustee or co-trustees, jointly with the
      Trustee, or separate trustee or separate trustees, of all or any part of REMIC
      I, and to vest in such Person or Persons, in such capacity, and for the benefit
      of the Holders of the Certificates, such title to REMIC I, or any part thereof,
      and, subject to the other provisions of this Section 9.10, such powers,
      duties, obligations, rights and trusts as the Trustee may consider necessary
      or
      desirable. No co-trustee or separate trustee hereunder shall be required to
      meet
      the terms of eligibility as a successor trustee under Section 9.06
      hereunder and no notice to Holders of Certificates of the appointment of
      co-trustee(s) or separate trustee(s) shall be required under Section 9.08
      hereof.

     

    In
      the
      case of any appointment of a co-trustee or separate trustee pursuant to this
      Section 9.10 all rights, powers, duties and obligations conferred or
      imposed upon the Trustee shall be conferred or imposed upon and exercised or
      performed by the Trustee and such separate trustee or co-trustee jointly, except
      to the extent that under any law of any jurisdiction in which any particular
      act
      or acts are to be performed by the Trustee (whether as Trustee hereunder or
      as
      successor to a defaulting Master Servicer hereunder), the Trustee shall be
      incompetent or unqualified to perform such act or acts, in which event such
      rights, powers, duties and obligations (including the holding of title to REMIC
      I or any portion thereof in any such jurisdiction) shall be exercised and
      performed by such separate trustee or co-trustee at the direction of the
      Trustee.

     

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

     

    
      
        
        

      

      
        215

        
          

        

      

      
        
        

      

    

     

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

     

    SECTION
      9.11. Appointment
      of Office or Agency.

     

    The
      Certificates may be surrendered for registration of transfer or exchange at
      the
      Securities Administrator’s office located at Sixth Street and Marquette Avenue,
      Minneapolis, Minnesota 55479, and presented for final distribution at the
      Corporate Trust Office of the Securities Administrator where notices and demands
      to or upon the Securities Administrator in respect of the Certificates and
      this
      Agreement may be served.

     

    SECTION
      9.12. Representations
      and Warranties.

     

    The
      Trustee hereby represents and warrants to the Master Servicer, the Securities
      Administrator, the Servicer and the Depositor as applicable, as of the Closing
      Date, that:

     

    (i) It
      is a
      national banking association duly organized, validly existing and in good
      standing under the laws of the United States of America.

     

    (ii) The
      execution and delivery of this Agreement by it, and the performance and
      compliance with the terms of this Agreement by it, will not violate its articles
      of association or bylaws or constitute a default (or an event which, with notice
      or lapse of time, or both, would constitute a default) under, or result in
      the
      breach of, any material agreement or other instrument to which it is a party
      or
      which is applicable to it or any of its assets.

     

    (iii) It
      has
      the full power and authority to enter into and consummate all transactions
      contemplated by this Agreement, has duly authorized the execution, delivery
      and
      performance of this Agreement, and has duly executed and delivered this
      Agreement.

     

    (iv) This
      Agreement, assuming due authorization, execution and delivery by the other
      parties hereto, constitutes a valid, legal and binding obligation of it,
      enforceable against it in accordance with the terms hereof, subject to (A)
      applicable bankruptcy, insolvency, receivership, reorganization, moratorium
      and
      other laws affecting the enforcement of creditors’ rights generally, and (B)
      general principles of equity, regardless of whether such enforcement is
      considered in a proceeding in equity or at law.

     

    (v) It
      is not
      in violation of, and its execution and delivery of this Agreement and its
      performance and compliance with the terms of this Agreement will not constitute
      a violation of, any law, any order or decree of any court or arbiter, or any
      order, regulation or demand of any federal, state or local governmental or
      regulatory authority, which violation, in its good faith and reasonable
      judgment, is likely to affect materially and adversely either the ability of
      it
      to perform its obligations under this Agreement or its financial
      condition.

     

    
      
        
        

      

      
        216

        
          

        

      

      
        
        

      

    

     

    (vi) No
      litigation is pending or, to the best of its knowledge, threatened against
      it,
      which would prohibit it from entering into this Agreement or, in its good faith
      reasonable judgment, is likely to materially and adversely affect either the
      ability of it to perform its obligations under this Agreement or its financial
      condition.

     

    
      
        
        

      

      
        217

        
          

        

      

      
        
        

      

    


    ARTICLE
      X

     

    TERMINATION

     

    SECTION
      10.01. Termination
      Upon Repurchase or Liquidation of All Mortgage Loans.

     

    (a) Subject
      to Section 10.02 of this Agreement, the respective obligations and
      responsibilities under this Agreement of the Depositor, the Master Servicer,
      the
      Securities Administrator, the Servicer and the Trustee (other than the
      obligations of the Master Servicer to the Trustee pursuant to Section 9.05
      of this Agreement and of the Servicer to make remittances to the Securities
      Administrator and the Securities Administrator to make payments in respect
      of
      the REMIC I Regular Interests, REMIC II Regular Interests or the Classes of
      Certificates as hereinafter set forth) shall terminate upon payment to the
      Certificateholders and the deposit of all amounts held by or on behalf of the
      Trustee and required hereunder to be so paid or deposited on the Distribution
      Date coinciding with or following the earlier to occur of (i) the purchase
      by
      the Master Servicer of all Mortgage Loans and each REO Property remaining in
      REMIC I and (ii) the final payment or other liquidation (or any advance with
      respect thereto) of the last Mortgage Loan or REO Property remaining in REMIC
      I;
      provided, however, that in no event shall the trust created hereby continue
      beyond the earlier of (i) the expiration of 21 years from the death of the
      last
      survivor of the descendants of Joseph P. Kennedy, the late ambassador of the
      United States to the Court of St. James, living on the date hereof and (ii)
      the
      Last Scheduled Distribution Date. The purchase by the Master Servicer of all
      Mortgage Loans and each REO Property remaining in REMIC I shall be at a price
      (the “Termination Price”) equal to the sum of (i) the greater of (A) the
      aggregate Purchase Price of all the Mortgage Loans included in REMIC I, plus
      the
      appraised value of each REO Property, if any, included in REMIC I, such
      appraisal to be conducted by an appraiser mutually agreed upon by the Master
      Servicer and the Trustee in their reasonable discretion and (B) the aggregate
      fair market value of all of the assets of REMIC I (as determined by the Master
      Servicer and the Trustee, as of the close of business on the third Business
      Day
      next preceding the date upon which notice of any such termination is furnished
      to Certificateholders pursuant to the third paragraph of this
      Section 10.01), (ii) any amounts due and owing to the Swap Provider under
      the Swap Agreement and any previous swap provider as of the termination date
      (including a Swap Termination Payment owed to the Swap Provider in connection
      with such optional termination), plus (iii) any amounts due the Servicer and
      the
      Master Servicer in respect of unpaid Servicing Fees and Master Servicing Fees
      and outstanding P&I Advances and Servicing Advances. 

     

    (b) The
      Master Servicer shall have the right to purchase all of the Mortgage Loans
      and
      each REO Property remaining in REMIC I pursuant to clause (i) of the preceding
      paragraph no later than the Determination Date in the month immediately
      preceding the Distribution Date on which the Certificates will be retired;
      provided, however, that the Master Servicer may elect to purchase all of the
      Mortgage Loans and each REO Property remaining in REMIC I pursuant to clause
      (i)
      above only if the aggregate Scheduled Principal Balance of the Mortgage Loans
      and each REO Property remaining in the Trust Fund at the time of such election
      has been reduced to less than or equal to 10% of the aggregate Scheduled
      Principal Balance of the Mortgage Loans as of the Cut-off Date. By acceptance
      of
      the Residual Certificates, the Holder of the Residual Certificates agrees,
      in
      connection with any termination hereunder, to assign and transfer any portion
      of
      the Termination Price in excess of par, and to the extent received in respect
      of
      such termination, to pay any such amounts to the Holders of the Class CE
      Certificates.

     

    
      
        
        

      

      
        218

        
          

        

      

      
        
        

      

    

     

    (c) In
      connection with any optional termination, four Business Days prior to the final
      Distribution Date specified in the notice required pursuant to Section 10.01(f),
      the Securities Administrator shall, no later than 4:00 pm New York City time
      on
      such day, request in writing (in accordance with the applicable provision of
      the
      Swap Agreement and by phone from the Swap Provider the amount of the Estimated
      Swap Termination Payment (as defined in the Swap Agreement). The Swap Provider
      shall, no later than 2:00 pm on the following Business Day, notify in writing
      (which may be done in electronic format) the Securities Administrator of the
      amount of the Estimated Swap Termination Payment; the Securities Administrator
      shall promptly on the same day notify the Terminator of the amount of the
      Estimated Swap Termination Payment. 

     

    (d) Two
      Business Days prior to the final Distribution Date specified in the notice
      required pursuant to Section 10.01(f), (i) the Terminator shall, no
      later
      than 1:00 pm New
      York
      City time on such day, deposit funds in the Distribution Account in an amount
      equal to the sum of the Termination Price (other than the Swap Termination
      Payment) and the Estimated Swap Termination Payment, and (ii) if the Securities
      Administrator shall have determined that the aggregate Stated Principal Balance
      of all of the Mortgage Loans as of the related Determination Date is
not
      more
      than 10% of the aggregate Principal Balance of the Mortgage Loans
      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 immediately preceding clause (i) as well as the requirements specified
      in
      Section 10.03, then the Securities Administrator shall, on the same Business
      Day, provide written notice to the Depositor, the Master Servicer, the Servicer,
      the Supplemental Interest Trust Trustee, the Trustee and the Swap Provider
      confirming (in accordance with the applicable provisions of the Swap Agreement)
      (a) its receipt of the Termination Price (other than the Swap Termination
      Payment) and the Estimated Swap Termination Payment and (b) that all other
      requirements of the optional termination have been met. Upon the Securities
      Administrator’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 Section 10.01(f) shall
      become unrescindable, the Swap Provider shall determine the Swap Termination
      Payment in accordance with the Swap Agreement, and the Swap Provider shall
      provide to the Securities Administrator written notice of the amount of the
      Swap
      Termination Payment not later than one Business Day prior to the final
      Distribution Date specified in the notice required pursuant to Section 10.01(f).
      

     

    (e) In
      connection with any optional termination, only an amount equal to the
      Termination Price less any Swap Termination Payment shall be made available
      for
      distribution to the Regular Certificates. Any Estimated Swap Termination Payment
      deposited into the Distribution Account by the Terminator shall be withdrawn
      by
      the Securities Administrator from the Distribution Account on the related final
      Distribution Date and distributed as follows: (i) to the Supplemental Interest
      Trust for payment to the Swap Provider in accordance with Section 5.07, an
      amount equal to the Swap Termination Payment calculated pursuant to the Swap
      Agreement, provided that in no event shall the amount distributed to the Swap
      Provider in respect of the Swap Termination Payment exceed the Estimated Swap
      Termination Payment, and (ii) to the Terminator an amount equal to the excess,
      if any, of the Estimated Swap Termination Payment over the Swap Termination
      Payment. The Swap Termination Payment shall not be part of any REMIC and shall
      not be paid into any account which is part of any REMIC. 

     

    
      
        
        

      

      
        219

        
          

        

      

      
        
        

      

    

     

    (f) Notice
      of
      the liquidation of the Certificates shall be given promptly by the Securities
      Administrator by letter to the Certificateholders mailed (a) in the event such
      notice is given in connection with the purchase of the Mortgage Loans and each
      REO Property by the Master Servicer, not earlier than the 15th day and not
      later
      than the 25th day of the month next preceding the month of the final
      distribution on the Certificates or (b) otherwise during the month of such
      final
      distribution on or before the Determination Date in such month, in each case
      specifying (i) the Distribution Date upon which the Trust Fund will terminate
      and the final payment in respect of the REMIC I Regular Interests or the
      Certificates will be made upon presentation and surrender of the related
      Certificates at the office of the Securities Administrator therein designated,
      (ii) the amount of any such final payment, (iii) that no interest shall accrue
      in respect of the REMIC I Regular Interests or Certificates from and after
      the
      Interest Accrual Period relating to the final Distribution Date therefor and
      (iv) that the Record Date otherwise applicable to such Distribution Date is
      not
      applicable, payments being made only upon presentation and surrender of the
      Certificates at the office of the Securities Administrator. In the event such
      notice is given in connection with the purchase of all of the Mortgage Loans
      and
      each REO Property remaining in REMIC I by the Master Servicer, the Master
      Servicer shall deliver to the Securities Administrator for deposit in the
      Distribution Account not later than the Business Day prior to the Distribution
      Date on which the final distribution on the Certificates an amount in
      immediately available funds equal to the above-described Termination Price.
      The
      Securities Administrator shall remit to the Servicer, the Master Servicer,
      the
      Trustee and the Custodian from such funds deposited in the Distribution Account
      (i) any amounts which the Servicer would be permitted to withdraw and retain
      from the Collection Account pursuant to Section 3.09 of this Agreement, as
      if
      such funds had been deposited therein (including all unpaid Servicing Fees
      and
      Master Servicing Fees and all outstanding P&I Advances and Servicing
      Advances) and (ii) any other amounts otherwise payable by the Securities
      Administrator to the Master Servicer, the Trustee, the Custodian, the Servicer
      and the Swap Provider from amounts on deposit in the Distribution Account
      pursuant to the terms of this Agreement prior to making any final distributions
      pursuant to Section 10.01(d) below. Upon certification to the Trustee by
      the Securities Administrator of the making of such final deposit, the Trustee
      shall promptly release or cause to be released to the Master Servicer the
      Mortgage Files for the remaining Mortgage Loans, and Trustee shall execute
      all
      assignments, endorsements and other instruments delivered to it and necessary
      to
      effectuate such transfer.

     

    (g) Upon
      presentation of the Certificates by the Certificateholders on the final
      Distribution Date, the Securities Administrator shall distribute to each
      Certificateholder so presenting and surrendering its Certificates the amount
      otherwise distributable on such Distribution Date in accordance with
      Section 5.01 in respect of the Certificates so presented and surrendered.
      Any funds not distributed to any Holder or Holders of Certificates being retired
      on such Distribution Date because of the failure of such Holder or Holders
      to
      tender their Certificates shall, on such date, be set aside and held in trust
      and credited to the account of the appropriate non-tendering Holder or Holders.
      If any Certificates as to which notice has been given pursuant to this
      Section 10.01 shall not have been surrendered for cancellation within six
      months after the time specified in such notice, the Securities Administrator
      shall mail a second notice to the remaining non-tendering Certificateholders
      to
      surrender their Certificates for cancellation in order to receive the final
      distribution with respect thereto. If within one year after the second notice
      all such Certificates shall not have been surrendered for cancellation, the
      Securities Administrator shall, directly or through an agent, mail a final
      notice to the remaining non-tendering Certificateholders concerning surrender
      of
      their Certificates. The costs and expenses of maintaining the funds in trust
      and
      of contacting such Certificateholders shall be paid out of the assets remaining
      in the trust funds. If within one (1) year after the final notice any such
      Certificates shall not have been surrendered for cancellation, the Securities
      Administrator shall pay to the Depositor all such amounts, and all rights of
      non-tendering Certificateholders in or to such amounts shall thereupon cease.
      No
      interest shall accrue or be payable to any Certificateholder on any amount
      held
      in trust by the Securities Administrator as a result of such Certificateholder’s
      failure to surrender its Certificate(s) on the final Distribution Date for
      final
      payment thereof in accordance with this Section 10.01. Any such amounts
      held in trust by the Securities Administrator shall be held uninvested in an
      Eligible Account.

     

    
      
        
        

      

      
        220

        
          

        

      

      
        
        

      

    

     

    SECTION
      10.02. Additional
      Termination Requirements.

     

    (a) In
      the
      event that the Master Servicer purchases all the Mortgage Loans and each REO
      Property or the final payment on or other liquidation of the last Mortgage
      Loan
      or REO Property remaining in REMIC I pursuant to Section 10.01, the Trust
      Fund shall be terminated in accordance with the following additional
      requirements:

     

    (i) The
      Securities Administrator shall specify the first day in the 90-day liquidation
      period in a statement attached to each Trust REMIC’s final Tax Return pursuant
      to Treasury regulation Section 1.860F-1 and shall satisfy all requirements
      of a qualified liquidation under Section 860F of the Code and any
      regulations thereunder, as evidenced by an Opinion of Counsel obtained by and
      at
      the expense of the Master Servicer;

     

    (ii) During
      such 90-day liquidation period and, at or prior to the time of making of the
      final payment on the Certificates, the Trustee shall sell all of the assets
      of
      REMIC I to the Master Servicer for cash; and

     

    (iii) At
      the
      time of the making of the final payment on the Certificates, the Securities
      Administrator shall distribute or credit, or cause to be distributed or
      credited, to the Holders of the Residual Certificates all cash on hand in the
      Trust Fund (other than cash retained to meet claims), and the Trust Fund shall
      terminate at that time.

     

    (b) At
      the
      expense of the Master Servicer (or, if the Trust Fund is being terminated as
      a
      result of the occurrence of the event described in clause (ii) of the first
      paragraph of Section 10.01, at the expense of the Trust Fund), the Master
      Servicer shall prepare or cause to be prepared the documentation required in
      connection with the adoption of a plan of liquidation of each Trust REMIC
      pursuant to this Section 10.02.

     

    
      
        
        

      

      
        221

        
          

        

      

      
        
        

      

    

     

    (c) By
      their
      acceptance of Certificates, the Holders thereof hereby agree to authorize the
      Securities Administrator to specify the 90-day liquidation period for each
      Trust
      REMIC, which authorization shall be binding upon all successor
      Certificateholders.

     

    
      
        
        

      

      
        222

        
          

        

      

      
        
        

      

    


    ARTICLE
      XI

     

    REMIC
      PROVISIONS

     

    SECTION
      11.01. REMIC
      Administration.

     

    (a) The
      Securities Administrator shall elect to treat each Trust REMIC as a REMIC under
      the Code and, if necessary, under applicable state law. Each such election
      will
      be made by the Securities Administrator on Form 1066 or other appropriate
      federal tax or information return or any appropriate state return for the
      taxable year ending on the last day of the calendar year in which the
      Certificates are issued. For the purposes of the REMIC election in respect
      of
      REMIC I, the REMIC I Regular Interests shall be designated as the Regular
      Interests in REMIC I and the Class R-I Interest shall be designated as the
      “residual interests” in REMIC I. For the purposes of the REMIC election in
      respect of REMIC II, the REMIC II Regular Interests shall be designated as
      the
      Regular Interests in REMIC II and the Class R-II Interest shall be designated
      as
      the “residual interests” in REMIC II. The Class A Certificates, the Mezzanine
      Certificates, the Class P Certificates, the Class IO Interest and the Class
      CE
      Certificates (exclusive of any right to receive payments from or obligation
      to
      make payments to the Reserve Fund or the Supplemental Interest Trust) shall
      be
      designated as the Regular Interests in REMIC III and the Class R-III Interest
      shall be designated as the Residual Interests in REMIC III. The Trustee shall
      not permit the creation of any “interests” in each Trust REMIC (within the
      meaning of Section 860G of the Code) other than the REMIC I Regular
      Interests, the REMIC II Regular Interests, the Class IO Interest and the
      interests represented by the Certificates.

     

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

     

    (c) The
      Securities Administrator shall be reimbursed for any and all expenses relating
      to any tax audit of the Trust Fund (including, but not limited to, any
      professional fees or any administrative or judicial proceedings with respect
      to
      each Trust REMIC that involve the Internal Revenue Service or state tax
      authorities), including the expense of obtaining any tax related Opinion of
      Counsel except as specified herein. The Securities Administrator, as agent
      for
      each Trust REMIC’s tax matters person shall (i) act on behalf of the Trust Fund
      in relation to any tax matter or controversy involving any Trust REMIC and
      (ii)
      represent the Trust Fund in any administrative or judicial proceeding relating
      to an examination or audit by any governmental taxing authority with respect
      thereto. The holder of the largest Percentage Interest of each Class of Residual
      Certificates shall be designated, in the manner provided under Treasury
      regulations section 1.860F-4(d) and Treasury regulations section
      301.6231(a)(7)-1, as the tax matters person of the related REMIC created
      hereunder. By their acceptance thereof, the holder of the largest Percentage
      Interest of the Residual Certificates hereby agrees to irrevocably appoint
      the
      Securities Administrator or an Affiliate as its agent to perform all of the
      duties of the tax matters person for the Trust Fund.

     

    (d) The
      Securities Administrator shall prepare and file and the Trustee shall sign
      all
      of the Tax Returns in respect of each REMIC created hereunder. The expenses
      of
      preparing and filing such returns shall be borne by the Securities Administrator
      without any right of reimbursement therefor.

     

    
      
        
        

      

      
        223

        
          

        

      

      
        
        

      

    

     

    (e) The
      Securities Administrator shall perform on behalf of each Trust REMIC all
      reporting and other tax compliance duties that are the responsibility of such
      REMIC under the Code, the REMIC Provisions or other compliance guidance issued
      by the Internal Revenue Service or any state or local taxing authority. Among
      its other duties, as required by the Code, the REMIC Provisions or other such
      compliance guidance, the Securities Administrator shall provide (i) to any
      Transferor of a Residual Certificate such information as is necessary for the
      application of any tax relating to the transfer of a Residual Certificate to
      any
      Person who is not a Permitted Transferee upon receipt of additional reasonable
      compensation, (ii) to the Certificateholders such information or reports as
      are
      required by the Code or the REMIC Provisions including reports relating to
      interest, original issue discount and market discount or premium (using the
      Prepayment Assumption as required) and (iii) to the Internal Revenue Service
      the
      name, title, address and telephone number of the person who will serve as the
      representative of each Trust REMIC. The Depositor shall provide or cause to
      be
      provided to the Securities Administrator, within ten (10) days after the Closing
      Date, all information or data that the Securities Administrator reasonably
      determines to be relevant for tax purposes as to the valuations and issue prices
      of the Certificates, including, without limitation, the price, yield, prepayment
      assumption and projected cash flow of the Certificates.

     

    (f) To
      the
      extent in the control of the Trustee or the Securities Administrator, each
      such
      Person (i) shall take such action and shall cause each REMIC created hereunder
      to take such action as shall be necessary to create or maintain the status
      thereof as a REMIC under the REMIC Provisions, (ii) shall not take any action,
      cause the Trust Fund to take any action or fail to take (or fail to cause to
      be
      taken) any action that, under the REMIC Provisions, if taken or not taken,
      as
      the case may be, could (A) endanger the status of each Trust REMIC as a REMIC
      or
      (B) result in the imposition of a tax upon the Trust Fund (including but not
      limited to the tax on prohibited transactions as defined in
      Section 860F(a)(2) of the Code and the tax on contributions to a REMIC set
      forth in Section 860G(d) of the Code) (either such event, an “Adverse REMIC
      Event”) unless such action or inaction is permitted under this Agreement or the
      Trustee and the Securities Administrator have received an Opinion of Counsel,
      addressed to the them (at the expense of the party seeking to take such action
      but in no event at the expense of the Trustee or the Securities Administrator)
      to the effect that the contemplated action will not, with respect to any Trust
      REMIC, endanger such status or result in the imposition of such a tax, nor
      (iii)
      shall the Securities Administrator take or fail to take any action (whether
      or
      not authorized hereunder) as to which the Trustee has advised it in writing
      that
      it has received an Opinion of Counsel to the effect that an Adverse REMIC Event
      could occur with respect to such action; provided that the Securities
      Administrator may conclusively rely on such Opinion of Counsel and shall incur
      no liability for its action or failure to act in accordance with such Opinion
      of
      Counsel. In addition, prior to taking any action with respect to any Trust
      REMIC
      or the respective assets of each, or causing any Trust REMIC to take any action,
      which is not contemplated under the terms of this Agreement, the Securities
      Administrator will consult with the Trustee or its designee, in writing, with
      respect to whether such action could cause an Adverse REMIC Event to occur
      with
      respect to any Trust REMIC, and the Securities Administrator shall not take
      any
      such action or cause any Trust REMIC to take any such action as to which the
      Trustee has advised it in writing that an Adverse REMIC Event could occur.
      The
      Trustee may consult with counsel (and conclusively rely upon the advice of
      such
      counsel) to make such written advice, and the cost of same shall be borne by
      the
      party seeking to take the action not permitted by this Agreement, but in no
      event shall such cost be an expense of the Trustee.

     

    
      
        
        

      

      
        224

        
          

        

      

      
        
        

      

    

     

    (g) In
      the
      event that any tax is imposed on “prohibited transactions” of any REMIC created
      hereunder as defined in Section 860F(a)(2) of the Code, on the “net income
      from foreclosure property” of such REMIC as defined in Section 860G(c) of
      the Code, on any contributions to any such REMIC after the Startup Day therefor
      pursuant to Section 860G(d) of the Code, or any other tax is imposed by the
      Code or any applicable provisions of state or local tax laws, such tax shall
      be
      charged (i) to the Trustee pursuant to Section 11.03 of this Agreement, if
      such tax arises out of or results from a breach by the Trustee of any of its
      obligations under this Article XI, (ii) to the Securities Administrator pursuant
      to Section 11.03, if such tax arises out of or results from a breach by the
      Securities Administrator of any of its obligations under this Article XI, (iii)
      to the Master Servicer pursuant to Section 11.03 of this Agreement, if such
      tax arises out of or results from a breach by the Master Servicer of any of
      its
      obligations under Article IV or under this Article XI, (iv) to the Servicer
      pursuant to Section 11.03 of this Agreement, if such tax arises out of or
      results from a breach by the Servicer of any of its obligations under Article
      III or under this Article XI, or (v) in all other cases, against amounts on
      deposit in the Distribution Account and shall be paid by withdrawal
      therefrom.

     

    (h) The
      Securities Administrator shall, for federal income tax purposes, maintain books
      and records with respect to each Trust REMIC on a calendar year and on an
      accrual basis.

     

    (i) Following
      the Startup Day, neither the Securities Administrator nor the Trustee shall
      accept any contributions of assets to any Trust REMIC other than in connection
      with any Qualified Substitute Mortgage Loan delivered in accordance with
      Section 2.03 unless it shall have received an Opinion of Counsel to the
      effect that the inclusion of such assets in the Trust Fund will not cause the
      related REMIC to fail to qualify as a REMIC at any time that any Certificates
      are outstanding or subject such REMIC to any tax under the REMIC Provisions
      or
      other applicable provisions of federal, state and local law or
      ordinances.

     

    (j) Neither
      the Trustee nor the Securities Administrator shall knowingly enter into any
      arrangement by which any Trust REMIC will receive a fee or other compensation
      for services nor permit either REMIC to receive any income from assets other
      than “qualified mortgages” as defined in Section 860G(a)(3) of the Code or
“permitted investments” as defined in Section 860G(a)(5) of the
      Code.

     

    (k) The
      Securities Administrator shall apply for an employer identification number
      with
      the Internal Revenue Service via a Form SS-4 or other comparable method for
      each
      REMIC. In connection with the foregoing, the Securities Administrator shall
      provide the name and address of the person who can be contacted to obtain
      information required to be reported to the holders of Regular Interests in
      each
      REMIC as required by IRS Form 8811.

     

    SECTION
      11.02. Prohibited
      Transactions and Activities.

     

    None
      of
      the Depositor, the Servicer, the Securities Administrator, the Master Servicer
      or the Trustee shall sell, dispose of or substitute for any of the Mortgage
      Loans (except in connection with (i) the foreclosure of a Mortgage Loan,
      including but not limited to, the acquisition or sale of a Mortgaged Property
      acquired by deed in lieu of foreclosure, (ii) the bankruptcy of REMIC I, (iii)
      the termination of REMIC I pursuant to Article X of this Agreement, (iv) a
      substitution pursuant to Article II of this Agreement or (v) a purchase of
      Mortgage Loans pursuant to Article II of this Agreement), nor acquire any assets
      for any Trust REMIC (other than REO Property acquired in respect of a defaulted
      Mortgage Loan), nor sell or dispose of any investments in the Collection Account
      or the Distribution Account for gain, nor accept any contributions to any Trust
      REMIC after the Closing Date (other than a Qualified Substitute Mortgage Loan
      delivered in accordance with Section 2.03), unless it has received an
      Opinion of Counsel, addressed to the Trustee and the Securities Administrator
      (at the expense of the party seeking to cause such sale, disposition,
      substitution, acquisition or contribution but in no event at the expense of
      the
      Trustee) that such sale, disposition, substitution, acquisition or contribution
      will not (a) affect adversely the status of any Trust REMIC as a REMIC or (b)
      cause any Trust REMIC to be subject to a tax on “prohibited transactions” or
“contributions” pursuant to the REMIC Provisions.

     

    
      
        
        

      

      
        225

        
          

        

      

      
        
        

      

    

     

    SECTION
      11.03. Indemnification.

     

    (a) The
      Trustee agrees to be liable for any taxes and costs incurred by the Trust Fund,
      the Depositor, the Master Servicer, the Securities Administrator or the Servicer
      including, without limitation, any reasonable attorneys fees imposed on or
      incurred by the Trust Fund, the Depositor, the Master Servicer, the Securities
      Administrator or the Servicer as a result of the Trustee’s failure to perform
      its covenants set forth in this Article XI in accordance with the standard
      of
      care of the Trustee set forth in this Agreement.

     

    (b) The
      Servicer agrees to indemnify the Trust Fund, the Depositor, the Master Servicer,
      the Securities Administrator and the Trustee for any taxes and costs including,
      without limitation, any reasonable attorneys’ fees imposed on or incurred by the
      Trust Fund, the Depositor, the Master Servicer, the Securities Administrator
      or
      the Trustee, as a result of the Servicer’s failure to perform its covenants set
      forth in Article III in accordance with the standard of care of the Servicer
      set
      forth in this Agreement.

     

    (c) The
      Master Servicer agrees to indemnify the Trust Fund, the Depositor, the Servicer
      and the Trustee for any taxes and costs including, without limitation, any
      reasonable attorneys’ fees imposed on or incurred by the Trust Fund, the
      Depositor, the Servicer or the Trustee, as a result of the Master Servicer’s
      failure to perform its covenants set forth in Article IV in accordance with
      the
      standard of care of the Master Servicer set forth in this
      Agreement.

     

    (d) The
      Securities Administrator agrees to be liable for any taxes and costs incurred
      by
      the Trust Fund, the Depositor, the Servicer or the Trustee including any
      reasonable attorneys’ fees imposed on or incurred by the Trust Fund, the
      Depositor, the Servicer or the Trustee as a result of the Securities
      Administrator’s failure to perform its covenants set forth in this Article XI in
      accordance with the standard of care of the Securities Administrator set forth
      in this Agreement.

     

    
      
        
        

      

      
        226

        
          

        

      

      
        
        

      

    


    ARTICLE
      XII



    MISCELLANEOUS
      PROVISIONS

     

    SECTION
      12.01. Amendment.

     

    This
      Agreement may be amended from time to time by the Depositor, the Servicer,
      the
      Master Servicer, the Securities Administrator and the Trustee without the
      consent of any of the Certificateholders, (i) to cure any ambiguity or defect,
      (ii) to correct, modify or supplement any provisions herein (including to give
      effect to the expectations of Certificateholders), (iii) to ensure compliance
      with Regulation AB, or (iv) to make any other provisions with respect to matters
      or questions arising under this Agreement which shall not be inconsistent with
      the provisions of this Agreement and that such action shall not, as evidenced
      by
      an Opinion of Counsel delivered to the Trustee, adversely affect in any material
      respect the interests of any Certificateholder; provided that any such amendment
      shall be deemed not to adversely affect in any material respect the interests
      of
      the Certificateholders and no such Opinion of Counsel shall be required if
      the
      Person requesting such amendment obtains a letter from each Rating Agency
      stating that such amendment would not result in the downgrading or withdrawal
      of
      the respective ratings then assigned to the Certificates. No amendment shall
      be
      deemed to adversely affect in any material respect the interests of any
      Certificateholder who shall have consented thereto, and no Opinion of Counsel
      shall be required to address the effect of any such amendment on any such
      consenting Certificateholder.

     

    This
      Agreement may also be amended from time to time by the Depositor, the Servicer,
      the Master Servicer, the Securities Administrator and the Trustee with the
      consent of the Holders of Certificates entitled to at least 66% of the Voting
      Rights for the purpose of adding any provisions to or changing in any manner
      or
      eliminating any of the provisions of this Agreement or of modifying in any
      manner the rights of the Holders of Certificates; provided, however, that no
      such amendment shall (i) reduce in any manner the amount of, or delay the timing
      of, payments received on Mortgage Loans which are required to be distributed
      on
      any Certificate without the consent of the Holder of such Certificate, (ii)
      adversely affect in any material respect the interests of the Holders of any
      Class of Certificates in a manner, other than as described in (i), without
      the
      consent of the Holders of Certificates of such Class evidencing at least 66%
      of
      the Voting Rights allocated to such Class, or (iii) modify the consents required
      by the immediately preceding clauses (i) and (ii) without the consent of the
      Holders of all Certificates then outstanding. Notwithstanding any other
      provision of this Agreement, for purposes of the giving or withholding of
      consents pursuant to this Section 12.01, Certificates registered in the
      name of the Depositor or the Servicer or any Affiliate thereof shall be entitled
      to Voting Rights with respect to matters affecting such Certificates. Without
      limiting the generality of the foregoing, any amendment to this Agreement
      required in connection with the compliance with or the clarification of any
      reporting obligations described in Section 5.06 hereof shall not require
      the consent of any Certificateholder and without the need for any Opinion of
      Counsel or Rating Agency confirmation.

     

    Notwithstanding
      any contrary provision of this Agreement, the Trustee shall not consent to
      any
      amendment to this Agreement unless it shall have first received an Opinion
      of
      Counsel to the effect that all conditions precedent to the execution of such
      amendment have been satisfied, such amendment is permitted hereunder and will
      not result in the imposition of any tax on any Trust REMIC pursuant to the
      REMIC
      Provisions or cause any Trust REMIC to fail to qualify as a REMIC at any time
      that any Certificates are outstanding and that such amendment is authorized
      or
      permitted by this Agreement.

     

    
      
        
        

      

      
        227

        
          

        

      

      
        
        

      

    

     

    Promptly
      after the execution of any such amendment the Trustee shall furnish a copy
      of
      such amendment to each Certificateholder.

     

    It
      shall
      not be necessary for the consent of Certificateholders under this
      Section 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.

     

    The
      cost
      of any Opinion of Counsel to be delivered pursuant to this Section 12.01
      shall be borne by the Person seeking the related amendment, but in no event
      shall such Opinion of Counsel be an expense of the Trustee.

     

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

     

    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
      Provider hereunder (excluding, for the avoidance of doubt, any amendment to
      the
      Pooling and Servicing 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
      Provider, which consent shall not be unreasonably withheld, conditioned or
      delayed.

     

    SECTION
      12.02. Recordation
      of Agreement; Counterparts.

     

    To
      the
      extent permitted by applicable law, this Agreement is subject to recordation
      in
      all appropriate public offices for real property records in all the counties
      or
      other comparable jurisdictions in which any or all of the properties subject
      to
      the Mortgages are situated, and in any other appropriate public recording office
      or elsewhere, such recordation to be effected by the Depositor at the expense
      of
      the Certificateholders, but only upon direction of the Trustee accompanied
      by an
      Opinion of Counsel (which Opinion of Counsel shall not be at the expense of
      the
      Trustee) to the effect that such recordation materially and beneficially affects
      the interests of the Certificateholders.

     

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

     

    
      
        
        

      

      
        228

        
          

        

      

      
        
        

      

    

     

    SECTION
      12.03. Limitation
      on Rights of Certificateholders.

     

    The
      death
      or incapacity of any Certificateholder shall not operate to terminate this
      Agreement or the Trust Fund, nor entitle such Certificateholder’s legal
      representatives or heirs to claim an accounting or to take any action or
      proceeding in any court for a partition or winding up of the Trust Fund, nor
      otherwise affect the rights, obligations and liabilities of the parties hereto
      or any of them.

     

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

     

    No
      Certificateholder shall have any right by virtue of any provision of this
      Agreement to institute any suit, action or proceeding in equity or at law upon
      or under or with respect to this Agreement, unless such Holder previously shall
      have given to the Trustee a written notice of default and of the continuance
      thereof, as hereinbefore provided, and unless also the Holders of Certificates
      entitled to at least 25% of the Voting Rights shall have made written request
      upon the Trustee to institute such action, suit or proceeding in its own name
      as
      Trustee hereunder and shall have offered to the Trustee such reasonable
      indemnity as it may require against the costs, expenses and liabilities to
      be
      incurred therein or thereby, and the Trustee, for 15 days after its receipt
      of
      such notice, request and offer of indemnity, shall have neglected or refused
      to
      institute any such action, suit or proceeding. It is understood and intended,
      and expressly covenanted by each Certificateholder with every other
      Certificateholder. and the Trustee, that no one or more Holders of Certificates
      shall have any right in any manner whatsoever by virtue of any provision of
      this
      Agreement to affect, disturb or prejudice the rights of the Holders of any
      other
      of such Certificates, or to obtain or seek to obtain priority over or preference
      to any other such Holder, or to enforce any right under this Agreement, except
      in the manner herein provided and for the equal, ratable and common benefit
      of
      all Certificateholders. For the protection and enforcement of the provisions
      of
      this Section, each and every Certificateholder and the Trustee shall be entitled
      to such relief as can be given either at law or in equity.

     

    SECTION
      12.04. Governing
      Law.

     

    This
      Agreement shall be construed in accordance with the laws of the State of New
      York and the obligations, rights and remedies of the parties hereunder shall
      be
      determined in accordance with such laws without regard to conflicts of laws
      principles thereof other than Section 5-1401 of the New York General Obligations
      Law which shall govern.

     

    SECTION
      12.05. Notices.

     

    All
      directions, demands and notices hereunder shall be in writing and shall be
      deemed to have been duly given when received if sent by facsimile, receipt
      confirmed, if personally delivered at or mailed by first class mail, postage
      prepaid, or by express delivery service or delivered in any other manner
      specified herein, to (a) in the case of the Depositor, ACE Securities Corp.,
      AMACAR GROUP, 6525 Morrison Boulevard, Suite 318, Charlotte, North Carolina
      28211, Attention: Juliana Johnson (telecopy number: (704) 365-1362), with a
      copy
      to Deutsche Bank Securities, Inc., 60 Wall Street, New York, New York,
      Attention: Legal Department (telecopy number: (212) 797-4561),or such other
      address or telecopy number as may hereafter be furnished to the Servicer, the
      Master Servicer, the Securities Administrator and the Trustee in writing by
      the
      Depositor, (b) in the case of the Master Servicer and the Securities
      Administrator, P.O. Box 98, Columbia, Maryland 21046 and for overnight delivery
      to 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Ace Securities
      Corp., 2007-WM1 (telecopy number: (410) 715-2380), or such other address or
      telecopy number as may hereafter be furnished to the Trustee, the Depositor
      and
      the Servicer in writing by the Master Servicer or the Securities Administrator,
      (c) in the case of the Trustee, at the Corporate Trust Office or such other
      address or telecopy number as the Trustee may hereafter be furnish to the
      Servicer, the Master Servicer, the Securities Administrator and the Depositor
      in
      writing by the Trustee, (d) in the case of the Servicer, Countrywide Home Loans
      Servicing LP, 400 Countrywide Way, Simi Valley, California 93065, Attention:
      John Lindberg and Yuan Li (telecopy number: (800) 658-6209) , with a copy to
      Countrywide Home Loans Inc., 4500 Park Granada, Calabasas, California 91302,
      Attention: General Counsel, or such other address or telecopy number as may
      hereafter be furnished to the Trustee, the Master Servicer, the Securities
      Administrator and the Depositor in writing by the Servicer and (e) in the case
      of the Swap Provider, The Royal Bank of Scotland plc, c/o Greenwich Capital
      Markets, Inc., 600 Steamboat Road, Greenwich, Connecticut 06830, Attention:
      Legal Department - Derivatives Documentation. Any notice required or permitted
      to be given to a Certificateholder shall be given by first class mail, postage
      prepaid, at the address of such Holder as shown in the Certificate Register.
      Any
      notice so mailed within the time prescribed in this Agreement shall be
      conclusively presumed to have been duly given when mailed, whether or not the
      Certificateholder receives such notice. A copy of any notice required to be
      telecopied hereunder also shall be mailed to the appropriate party in the manner
      set forth above.

     

    
      
        
        

      

      
        229

        
          

        

      

      
        
        

      

    

     

    SECTION
      12.06. Severability
      of Provisions.

     

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

     

    SECTION
      12.07. Notice
      to
      Rating Agencies.

     

    The
      Trustee shall use its best efforts promptly to provide notice to the Rating
      Agencies with respect to each of the following of which a Responsible Officer
      has actual knowledge:

     

    1. Any
      material change or amendment to this Agreement;

     

    
      
        
        

      

      
        230

        
          

        

      

      
        
        

      

    

     

    2. The
      occurrence of any Servicer Event of Default or Master Servicer Event of Default
      that has not been cured or waived;

     

    3. The
      resignation or termination of the Servicer, the Master Servicer or the
      Trustee;

     

    4. The
      repurchase or substitution of Mortgage Loans pursuant to or as contemplated
      by
      Section 2.03 of this Agreement;

     

    5. The
      final
      payment to the Holders of any Class of Certificates; and

     

    6. Any
      change in the location of the Distribution Account.

     

    In
      addition, the Securities Administrator shall promptly make available to each
      Rating Agency copies of each report to Certificateholders described in
      Section 5.02 of this Agreement.

     

    The
      Servicer shall make available to each Rating Agency copies of the
      following:

     

    7. Each
      Annual Statement of Compliance described in Section 3.17 of this Agreement;
      and

     

    8. Each
      assessment of compliance and attestation report described in Section 3.18
      of this Agreement.

     

    Any
      such
      notice pursuant to this Section 12.07 shall be in writing and shall be
      deemed to have been duly given if personally delivered at or mailed by first
      class mail, postage prepaid, or by express delivery service to Standard &
Poor’s, a division of the McGraw-Hill Companies, Inc., 55 Water Street, New
      York, New York 10041; to Moody’s Investors Service, Inc., 99 Church Street, New
      York, New York 10007; or to DBRS, Inc., 55 Broadway, New York, New York 10006,
      or such other addresses as the Rating Agencies may designate in writing to
      the
      parties hereto.

     

    SECTION
      12.08. Article
      and Section References.

     

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

     

    SECTION
      12.09. Grant
      of
      Security Interest.

     

    It
      is the
      express intent of the parties hereto that the conveyance of the Mortgage Loans
      by the Depositor to the Trustee, on behalf of the Trust and for the benefit
      of
      the Certificateholders, be, and be construed as, a sale of the Mortgage Loans
      by
      the Depositor and not a pledge of the Mortgage Loans to secure a debt or other
      obligation of the Depositor. However, in the event that, notwithstanding the
      aforementioned intent of the parties, the Mortgage Loans are held to be property
      of the Depositor, then, (a) it is the express intent of the parties that such
      conveyance be deemed a pledge of the Mortgage Loans by the Depositor to the
      Trustee, on behalf of the Trust and for the benefit of the Certificateholders,
      to secure a debt or other obligation of the Depositor and (b)(1) this Agreement
      shall also be deemed to be a security agreement within the meaning of Articles
      8
      and 9 of the Uniform Commercial Code as in effect from time to time in the
      State
      of New York; (2) the conveyance provided for in Section 2.01 shall be
      deemed to be a grant by the Depositor to the Trustee, on behalf of the Trust
      and
      for the benefit of the Certificateholders, of a security interest in all of
      the
      Depositor’s right, title and interest in and to the Mortgage Loans and all
      amounts payable to the holders of the Mortgage Loans in accordance with the
      terms thereof and all proceeds of the conversion, voluntary or involuntary,
      of
      the foregoing into cash, instruments, securities or other property, including
      without limitation all amounts, other than investment earnings, from time to
      time held or invested in the Collection Account and the Distribution Account,
      whether in the form of cash, instruments, securities or other property; (3)
      the
      obligations secured by such security agreement shall be deemed to be all of
      the
      Depositor’s obligations under this Agreement, including the obligation to
      provide to the Certificateholders the benefits of this Agreement relating to
      the
      Mortgage Loans and the Trust Fund; and (4) notifications to persons holding
      such
      property, and acknowledgments, receipts or confirmations from persons holding
      such property, shall be deemed notifications to, or acknowledgments, receipts
      or
      confirmations from, financial intermediaries, bailees or agents (as applicable)
      of the Trustee for the purpose of perfecting such security interest under
      applicable law. Accordingly, the Depositor hereby grants to the Trustee, on
      behalf of the Trust and for the benefit of the Certificateholders, a security
      interest in the Mortgage Loans and all other property described in clause (2)
      of
      the preceding sentence, for the purpose of securing to the Trustee the
      performance by the Depositor of the obligations described in clause (3) of
      the
      preceding sentence. Notwithstanding the foregoing, the parties hereto intend
      the
      conveyance pursuant to Section 2.01 to be a true, absolute and
      unconditional sale of the Mortgage Loans and assets constituting the Trust
      Fund
      by the Depositor to the Trustee, on behalf of the Trust and for the benefit
      of
      the Certificateholders.

     

    
      
        
        

      

      
        231

        
          

        

      

      
        
        

      

    

     

    SECTION
      12.10. Survival
      of Indemnification.

     

    Any
      and
      all indemnities to be provided by any party to this Agreement shall survive
      the
      termination and resignation of any party hereto and the termination of this
      Agreement.

     

    SECTION
      12.11. Intention
      of the Parties and Interpretation.

     

    Each
      of
      the parties acknowledges and agrees that the purpose of Sections 3.17, 3.18,
      3.19, 3.27, 4.15, 4.16, 4.17, 4.18 and 5.06 of this Agreement is to facilitate
      compliance by the Sponsor, the Master Servicer, the Securities Administrator
      and
      the Depositor with the provisions of Regulation AB. The Master Servicer and
      the
      Servicer acknowledge and agree that the purpose of Sections 3.17, 3.18, 3.19
      and
      3.27 of this Agreement is to facilitate compliance by the Servicer and the
      Depositor with the provisions of Regulation AB and related rules and regulations
      of the Commission. None of the Master Servicer, the Servicer, the Trust or
      the
      Depositor shall exercise its right to request delivery of information or other
      performance under these provisions other than in good faith, or for purposes
      other than compliance with the Securities Act, the Exchange Act and the rules
      and regulations of the Commission thereunder. The Servicer acknowledges that
      interpretations of the requirements of Regulation AB may change over time,
      whether due to interpretive guidance provided by the Commission or its staff,
      and agrees to negotiate in good faith with the Master Servicer or the Depositor
      with regard to any reasonable requests for delivery of information under these
      provisions on the basis of evolving interpretations of Regulation AB.
      The
      Servicer
      shall
      cooperate fully with the Master
      Servicer
      deliver
      to the Master
      Servicer and
      the
      Depositor, any and all statements, reports, certifications, records and any
      other information necessary to permit the Master Servicer or the Depositor
      to
      comply with the provisions of Regulation AB, together with such disclosures
      relating to the Servicer,
      and any
      parties or items identified in writing by the Servicer, including, any
      Sub-Servicer or the servicing of the Mortgage Loans necessary in order to effect
      such compliance.

     

    
      
        
        

      

      
        232

        
          

        

      

      
        
        

      

    

     

    The
      Master
      Servicer
      agrees
      that it will cooperate with the Servicer
      and
      provide sufficient and timely notice of any information requirements hereunder.
      The Master Servicer will make all reasonable efforts to contain requests for
      information, reports or any other materials to items required for compliance
      with Regulation AB, and shall not request information which is not required
      for
      such compliance. 

     

    SECTION
      12.12. Indemnification.

     

    Each
      of
      the Depositor, Master Servicer, Securities Administrator and any Servicing
      Function Participant engaged by such party (other than the Servicer),
      respectively, shall indemnify and hold harmless the Master Servicer, the
      Securities Administrator and the Depositor, respectively, and each of its
      directors, officers, employees, agents, and affiliates from and against any
      and
      all claims, losses, damages, penalties, fines, forfeitures, reasonable legal
      fees and related costs, judgments and other costs and expenses arising out
      of or
      based upon (a) any breach by such party of any if its obligations under
      hereunder, including particularly its obligations to provide any assessment
      of
      compliance, attestation report, Annual Statement of Compliance or any
      information, data or materials required to be included in any 1934 Act report,
      (b) any material misstatement or omission in any information, data or materials
      provided by such party (or, in the case of the Securities Administrator or
      Master Servicer, any material misstatement or material omission in (i) any
      Annual Statement of Compliance, assessment of compliance or attestation report
      delivered by it, or by any Servicing Function Participant engaged by it,
      pursuant to this Agreement, or (ii) any Additional Form 10-D Disclosure,
      Additional Form 10-K Disclosure or Form 8-K Disclosure concerning the Master
      Servicer or the Securities Administrator), or (c) the negligence, bad faith
      or
      willful misconduct of such indemnifying party in connection with its performance
      hereunder. If the indemnification provided for herein is unavailable or
      insufficient to hold harmless the Master Servicer, the Securities Administrator
      or the Depositor, as the case may be, then each such party agrees that it shall
      contribute to the amount paid or payable by the Master Servicer, the Securities
      Administrator or the Depositor, as applicable, as a result of any claims,
      losses, damages or liabilities incurred by such party in such proportion as
      is
      appropriate to reflect the relative fault of the indemnified party on the one
      hand and the indemnifying party on the other. This indemnification shall survive
      the termination of this Agreement or the termination of any party to this
      Agreement.

     

    SECTION
      12.13. Swap
      Provider as a Third Party Beneficiary.

     

    The
      Swap
      Provider shall be deemed a third party beneficiary of this Agreement to the
      same
      extent as if it were a party hereto, and shall have the right to enforce the
      provisions of this Agreement.

     

    
      
        
        

      

      
        233

        
          

        

      

      
        
        

      

    


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

     

    
      	 	 	 
	 	
              ACE
                SECURITIES CORP.,

              as
                Depositor

            
	 
 	 
 	 
 
	
            	By:  	/s/ Evelyn
              Echevarria 
	 	
              
Name:
              Evelyn Echevarria
	 	Title: Vice President


    

     

    
      	
            	 	 
	
            	By:  	/s/ Doris
              J.
              Hearn
	 	
              
Name:
              Doris J. Hearn
	 	Title: Vice President


    

     

    
      	
            	 	 
	 	
              COUNTRYWIDE
                HOME LOANS 

              SERVICING
                LP, as Servicer

            
	 	 
	 	By: Countrywide GP, Inc., its General
              Partner
	 
 	 
 	 
 
	
            	By:  	/s/ Jordan
              Cohen
	 	
              
Name:
              Jordan Cohen
	 	Title: Vice President


    

     

    
      	
            	 	 
	 	
              
                HSBC
                  BANK USA, NATIONAL ASSOCIATION,

                not
                  in its individual capacity but solely as Trustee

              

            
	 
 	 
 	 
 
	
            	By:  	/s/ Fernando
              Acebedo
	 	
              
Name:
              Fernando Acebedo
	 	Title: Vice President


    

    
       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	 	 
	 	
              
                
                  WELLS
                    FARGO BANK, NATIONAL ASSOCIATION,

                  as
                    Master Servicer and Securities
                    Administrator

                

              

            
	 
 	 
 	 
 
	
            	By:  	/s/ Stacey
              M.
              Taylor
	 	
              
Name:
              Stacey M. Taylor
	 	Title: Vice President



      	
            	 	 
	 	
              
                
                  Acknowledged
                    and Agreed for purposes of Section 9.05:

                   

                  DB
                    STRUCTURED PRODUCTS, INC

                

              

            
	 
 	 
 	 
 
	
            	By:  	/s/ Susan
              Valenti
	 	
              
Name:
              Susan Valenti
	 	Title: Director


    

     

    
      	
            	 	 
	
            	By:  	/s/ Rika
              Yano
	 	
              
Name:
              Rika Yano
	 	Title: Vice President


    

     

    
      	
            	 	 
	 	
              
                
                  Acknowledged
                    and Agreed for purposes of 

                  Sections 7.08,
                    7.09 and 7.10:

                   

                  CLAYTON
                    FIXED INCOME SERVICES INC. 

                

              

            
	 
 	 
 	 
 
	
            	By:  	/s/ Kevin
              J.
              Kanouff
	 	
              

              Name:
                Kevin J. Kanouff

            
	 	
              Title:
                President and General Counsel

            


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      	
              STATE
                OF NORTH CAROLINA

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF MECKLENBURG

            	
              )

            
	 	 


    

    On
      the
      25th day of January 2007, before me, a notary public in and for said State,
      personally appeared Doris J. Hearn known to me to be am officer of ACE
      Securities Corp., one of the entities that executed the within instrument,
      and
      also known to me to be the person who executed it on behalf of said 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.

     

    
      	 	 	 
	
            	
            	/s/
              Cynthia A. Reames
	 	
              

              Notary
                Public

            
	 	
            
	[Notarial Seal]	My commission expires
              1-4-2011


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              STATE
                OF NORTH CAROLINA

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF MECKLENBURG

            	
              )

            
	 	 


    

    On
      the
      25th day of January 2007, before me, a notary public in and for said State,
      personally appeared Evelyn Ecchevarria known to me to be an officer of ACE
      Securities Corp., one of the entities that executed the within instrument,
      and
      also known to me to be the person who executed it on behalf of said 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.

     

    
      
        	 	 	 
	
              	
              	/s/
                Cynthia A. Reames
	 	
                

                Notary
                  Public

              
	 	
              
	[Notarial Seal]	My commission expires
                1-4-2011


      

       

    

    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              STATE
                OF MARYLAND

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF HOWARD

            	
              )

            
	 	 


    

    On
      the
      29th
      day of
      January 2007, before me, a notary public in and for said State, personally
      appeared Stacey M. Taylor known to me to be a Vice President of Wells Fargo
      Bank, National Association, one of the entities that executed the within
      instrument, and also known to me to be the person who executed it on behalf
      of
      said 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.

    
       

      
        	 	 	 
	
              	
              	/s/
                Graham M. Oglesby
	 	
                

                Notary
                  Public

              
	 	
              
	[Notarial Seal]	My commission expires
                1-7-2009


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              STATE
                OF CALIFORNIA

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF LOS ANGELES

            	
              )

            
	 	 


    

    On
      the
      29th
      day of
      January 2007, before me, a notary public in and for said State, personally
      appeared Jordan Cohen known to me to be a Vice President of Countrywide Home
      Loans Servicing LP, one of the entities that executed the within instrument,
      and
      also known to me to be the person who executed it on behalf of said limited
      partnership, 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.

     

    
      	
            	 	 
	
            	
            	/s/
              Glenda J. Daniel
	 	
              

              Notary
                Public

            
	 	
            
	[Notarial Seal]	My commission expires
              10-15-2009


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      	
              STATE
                OF NEW YORK

            	
              )

            
	 	
              )
                ss.:

            
	
              COUNTY
                OF KINGS

            	
              )

            
	 	 


    

    On
      the
      29th day of January 2007, before me, a notary public in and for said State,
      personally appeared Fernando Acebedo known to me to be a Vice President of
      HSBC
      Bank USA, National Association, one of the entities that executed the within
      instrument, and also known to me to be the person who executed it on behalf
      of
      said 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.

     

    
      	
            	 	 
	
            	
            	/s/
              Doris Wong
	 	
              

              Notary
                Public

            
	 	
            
	[Notarial Seal]	My commission expires
              8-07-2010


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      A-1

     

    FORM
      OF
      CLASS A-[1][2A][2B][2C][2D] CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
      EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
      TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
      IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

     

    PRIOR
      TO THE TERMINATION OF THE SUPPLEMENTAL INTEREST TRUST, ANY PERSON ACQUIRING
      THIS
      CERTIFICATE SHALL BE DEEMED TO HAVE MADE THE REPRESENTATIONS IN SECTION 6.02(c)
      OF THE AGREEMENT REFERRED TO HEREIN.

     

    
      
        
        

      

      
        A-1-1

        
          

        

      

      
        
        

      

    

    


    
      	
              Series
                2007-WM1, Class A-[1][2A][2B][2C][2D]

            	 	
              Aggregate
                Certificate Principal Balance of the Class A-[1][2A][2B][2C][2D]
                Certificates as of the Issue Date: $_____________

            
	 	 	 
	
              Pass-Through
                Rate: Variable

            	 	
              Denomination:
                $____________

            
	 	 	 
	
              Date
                of Pooling and Servicing Agreement and Cut-off Date: January 1,
                2007

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	 	 	 
	
              First
                Distribution Date: February 26, 2007

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	 	 	 
	
              No.
                __

            	 	
              Issue
                Date: January 29, 2007

            
	 	 	 
	 	 	
              CUSIP:
                ________________

            


    

    


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

     

    ACE
      SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2007-WM1

    ASSET
      BACKED PASS-THROUGH CERTIFICATE

     

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

     

    ACE
      SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
      CORP., THE SPONSOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
      SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that ________________ is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class A-[1][2A][2B][2C][2D] Certificates
      as
      of the Issue Date) in that certain beneficial ownership interest evidenced
      by
      all of the Class A-[1][2A][2B][2C][2D] Certificates in REMIC III created
      pursuant to a Pooling and Servicing Agreement, dated as specified above (the
      “Agreement”), among ACE Securities Corp. as depositor (hereinafter called the
“Depositor”, which term includes any successor entity under the Agreement),
      Wells Fargo Bank, N.A. as master servicer (the “Master Servicer”) and securities
      administrator (the “Securities Administrator”), Countrywide Home Loans Servicing
      LP as servicer (the “Servicer”) and HSBC Bank USA, National Association as
      trustee (the “Trustee”), a summary of certain of the pertinent provisions of
      which is set forth hereafter. To the extent not defined herein, the capitalized
      terms used herein have the meanings assigned in the Agreement. This Certificate
      is issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Certificate by virtue of the
      acceptance hereof assents and by which such Holder is bound.

     

    
      
        
        

      

      
        A-1-2

        
          

        

      

      
        
        

      

    

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
      to the Person in whose name this Certificate is registered on the Business
      Day
      immediately preceding such Distribution Date (the “Record Date”), in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class
      A-[1][2A][2B][2C][2D] Certificates on such Distribution Date pursuant to the
      Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five (5) Business Days prior to the Record Date immediately prior to
      such
      Distribution Date and is the registered owner of Class A-[1][2A][2B][2C][2D]
      Certificates the aggregate initial Certificate Principal Balance of which is
      in
      excess of the lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate
      initial Certificate Principal Balance of the Class A-[1][2A][2B][2C][2D]
      Certificates, or otherwise by check mailed by first class mail to the address
      of
      the Person entitled thereto, as such name and address shall appear on the
      Certificate Register. Notwithstanding the above, the final distribution on
      this
      Certificate will be made after due notice by the Securities Administrator of
      the
      pendency of such distribution and only upon presentation and surrender of this
      Certificate at the office or agency appointed by the Securities Administrator
      for that purpose as provided in the Agreement.

     

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall be a rate per annum equal
      to
      the lesser of (i) One-Month LIBOR plus [_____]%, in the case of each
      Distribution Date through and including the first Distribution Date on which
      the
      aggregate principal balance of the Mortgage Loans (and properties acquired
      in
      respect thereof) remaining in the Trust Fund as of the last day of the related
      Due Period has been reduced to less than or equal to 10% of the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date, or One-Month
      LIBOR plus [_____]%, in the case of any Distribution Date thereafter and (ii)
      the applicable Net WAC Pass-Through Rate for such Distribution
      Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates specified on the face hereof equal to the
      denomination specified on the face hereof divided by the aggregate Certificate
      Principal Balance of the Class of Certificates specified on the face
      hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans and payments received pursuant to
      the
      Swap Agreement and the [Group I] [Group II] Cap Contract, all as more
      specifically set forth herein and in the Agreement. As provided in the
      Agreement, withdrawals from the Collection Account and the Distribution Account
      may be made from time to time for purposes other than distributions to
      Certificateholders, such purposes including reimbursement of advances made,
      or
      certain expenses incurred, with respect to the Mortgage Loans. 

     

    
      
        
        

      

      
        A-1-3

        
          

        

      

      
        
        

      

    

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator, the Servicer and
      the
      rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      the Servicer with the consent of the Swap Provider (with respect to matters
      affecting the Swap Agreement) and the Holders of Certificates entitled to at
      least 66% of the Voting Rights. Any such consent by the Holder of this
      Certificate shall be conclusive and binding on such Holder and upon all future
      Holders of this Certificate and of any Certificate issued upon the transfer
      hereof or in exchange herefor or in lieu hereof whether or not notation of
      such
      consent is made upon this Certificate. The Agreement also permits the amendment
      thereof, in certain limited circumstances, without the consent of the Holders
      of
      any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

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

     

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

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Servicer and any agent of the Depositor, the Master Servicer, the Trustee,
      the
      Securities Administrator or the Servicer may treat the Person in whose name
      this
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Servicer nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      REMIC I and (ii) the purchase by the party designated in the Agreement at a
      price determined as provided in the Agreement from REMIC I of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Scheduled Principal Balance of
      the
      Mortgage Loans (and properties acquired in respect thereof) at the time of
      purchase being less than or equal to 10% of the aggregate principal balance
      of
      the Mortgage Loans as of the Cut-off Date.

     

    
      
        
        

      

      
        A-1-4

        
          

        

      

      
        
        

      

    

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assumes any responsibility
      for their correctness.

     

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

     

    
      
        
        

      

      
        A-1-5

        
          

        

      

      
        
        

      

    

     

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

     

    Dated:

    
      	 	 	 
	 	
              WELLS
                FARGO BANK, N.A.

              
                as
                  Securities Administrator

              

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Authorized
                Officer

            


    

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class A-[1][2A][2B][2C][2D] Certificates referred to in the
      within-mentioned Agreement.

    
      	 	 	 
	 	
              WELLS
                FARGO BANK, N.A.

              
                as
                  Securities Administrator

              

            
	 
 	 
 	 
 
	
            	By:  	 
	 	
              

              Authorized
                Signatory

            


    

     

    
      
        
        

      

      
        A-1-6

        
          

        

      

      
        
        

      

    

     

    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM 

            	 -	 	
              as
                tenants in common

            	 	
              UNIF
                GIFT MIN ACT -

            	 	
                   Custodian      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
              TEN
                ENT 

            	 -	 	
              as
                tenants by the entireties

            	 	 	 	
              ________________

              (State)

            
	
              JT
                TEN 

            	 -	 	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 	 	 
	 	 	 	 	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

    
       

      
        
          FOR
            VALUE
            RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
            ______________________

        

        __________________________________________________________________________________________________________________________

        __________________________________________________________________________________________________________________________

        (Please
          print or typewrite name, address including postal zip code, and Taxpayer
          Identification Number of assignee) 

         

        a
          Percentage Interest equal to _____% evidenced by the within Asset Backed
          Pass-Through Certificate and hereby authorize(s) the registration of transfer
          of
          such interest to assignee on the Certificate Register of the Trust
          Fund.

         

      

    

    
      I
        (we)
        further direct the Securities Administrator to issue a new Certificate of
        a like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:
        ______________________________________

      ______________________________________________________________________. 

    

    
      	 	 	 
	
              Dated:

            	
            	
            
	 	
              

              Signature
                by or on behalf of assignor

            
	 	 
	 	
              
Signature
              Guaranteed


    

     

    
      
        
        

      

      
        A-1-7

        
          

        

      

      
        
        

      

    

     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

    

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

      _____________________________________________________________________________________________________________

      for
        the
        account of
___________________________________________________account
        number _________________________or,
        if
        mailed by check, to ______________________________________________________________________________________  
        Applicable
        statements should be mailed to
__________________________________________________________

    

    


    This
      information is provided by
__________________________________________________________assignee
      named above, or
___________________________ _______________________________its
      agent. 

    


    
      
        
        

      

      
        A-1-8

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-2

     

    FORM
      OF
      CLASS M-[1][2][3][4][5][6][7][8][9][10] CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    UNLESS
      THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
      TRUST COMPANY TO THE DEPOSITOR OR ITS AGENT FOR REGISTRATION OF TRANSFER,
      EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF
      CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE
      OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
      TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
      IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
      HEREIN.

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES [[,/AND] CLASS M-1
      CERTIFICATES [,/AND] CLASS M-2 CERTIFICATES [,/AND] CLASS M-3 CERTIFICATES
      [,/AND] CLASS M-4 CERTIFICATES [,/AND] CLASS M-5 CERTIFICATES [,/AND] CLASS
      M-6
      CERTIFICATES [,/AND] CLASS M-7 CERTIFICATES [,/AND] CLASS M-8 CERTIFICATES
      [AND]
      CLASS M-9 CERTIFICATES] TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO
      HEREIN.

     

    ANY
      TRANSFEREE OF THIS CERTIFICATE SHALL BE DEEMED TO MAKE THE REPRESENTATIONS
      SET
      FORTH IN SECTION 6.02(c) OF THE AGREEMENT REFERRED TO
      HEREIN.

     

    THE
      CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL BE DECREASED BY THE
      PRINCIPAL PAYMENTS HEREON AND REALIZED LOSSES ALLOCABLE HERETO AS DESCRIBED
      IN
      THE AGREEMENT REFERRED TO HEREIN. ACCORDINGLY, FOLLOWING THE INITIAL ISSUANCE
      OF
      THE CERTIFICATES, THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE WILL
      BE
      DIFFERENT FROM THE DENOMINATION SHOWN BELOW. ANYONE ACQUIRING THIS CERTIFICATE
      MAY ASCERTAIN ITS CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE SECURITIES
      ADMINISTRATOR NAMED HEREIN.

     

    
      
        
        

      

      
        A-2-1

        
          

        

      

      
        
        

      

    

     

    
      	
              Series
                2007-WM1, Class M-[1][2][3][4][5][6][7][8][9][10]

            	 	
              Aggregate
                Certificate Principal Balance of the Class
                M-[1][2][3][4][5][6][7][8][9][10] Certificates as of the Issue Date:
                $______________

            
	 	 	 
	
              Pass-Through
                Rate: Variable

            	 	
              Denomination:
                $______________

            
	 	 	 
	
              Date
                of Pooling and Servicing Agreement 

              and
                Cut-off Date: January 1, 2007

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	 	 	 
	
              First
                Distribution Date: February 26, 2007

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	 	 	 
	
              No.___

            	 	
              Issue
                Date: January 29, 2007

            
	 	 	 
	 	 	
              CUSIP:_________________

            


    

    


    ACE
      SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2007-WM1

    ASSET
      BACKED PASS-THROUGH CERTIFICATE

     

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

     

    ACE
      SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
      CORP., THE SPONSOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
      SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that _____________________ is the registered owner of a Percentage
      Interest (obtained by dividing the denomination of this Certificate by the
      aggregate Certificate Principal Balance of the Class
      M-[1][2][3][4][5][6][7][8][9][10] Certificates as of the Issue Date) in that
      certain beneficial ownership interest evidenced by all of the Class
      M-[1][2][3][4][5][6][7][8][9][10] Certificates in REMIC III created pursuant
      to
      a Pooling and Servicing Agreement, dated as specified above (the “Agreement”),
      among ACE Securities Corp. as depositor (hereinafter called the “Depositor”,
      which term includes any successor entity under the Agreement), Wells Fargo
      Bank,
      N.A. as master servicer (the “Master Servicer”) and securities administrator
      (the “Securities Administrator”), Countrywide Home Loans Servicing LP as
      servicer (the “Servicer”) and HSBC Bank USA, National Association as trustee
      (the “Trustee”), a summary of certain of the pertinent provisions of which is
      set forth hereafter. To the extent not defined herein, the capitalized terms
      used herein have the meanings assigned in the Agreement. This Certificate is
      issued under and is subject to the terms, provisions and conditions of the
      Agreement, to which Agreement the Holder of this Certificate by virtue of the
      acceptance hereof assents and by which such Holder is bound.

     

    
      
        
        

      

      
        A-2-2

        
          

        

      

      
        
        

      

    

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
      to the Person in whose name this Certificate is registered on the Business
      Day
      immediately preceding such Distribution Date (the “Record Date”), in an amount
      equal to the product of the Percentage Interest evidenced by this Certificate
      and the amount required to be distributed to the Holders of Class
      M-[1][2][3][4][5][6][7][8][9][10] Certificates on such Distribution Date
      pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five (5) Business Days prior to the Record Date immediately prior to
      such
      Distribution Date and is the registered owner of Class
      M-[1][2][3][4][5][6][7][8][9][10] Certificates the aggregate initial Certificate
      Principal Balance of which is in excess of the lesser of (i) $5,000,000 or
      (ii)
      two-thirds of the aggregate initial Certificate Principal Balance of the Class
      M-[1][2][3][4][5][6][7][8][9][10] Certificates, or otherwise by check mailed
      by
      first class mail to the address of the Person entitled thereto, as such name
      and
      address shall appear on the Certificate Register. Notwithstanding the above,
      the
      final distribution on this Certificate will be made after due notice by the
      Securities Administrator of the pendency of such distribution and only upon
      presentation and surrender of this Certificate at the office or agency appointed
      by the Securities Administrator for that purpose as provided in the
      Agreement.

     

    The
      Pass-Through Rate applicable to the calculation of interest payable with respect
      to this Certificate on any Distribution Date shall equal a rate per annum equal
      to the lesser of (i) One-Month LIBOR plus [____]% , in the case of each
      Distribution Date through and including the first Distribution Date on which
      the
      aggregate principal balance of the Mortgage Loans (and properties acquired
      in
      respect thereof) remaining in the Trust Fund as of the last day of the related
      Due Period has been reduced to less than or equal to 10% of the aggregate
      principal balance of the Mortgage Loans as of the Cut-off Date, or One-Month
      LIBOR plus [____]%, in the case of any Distribution Date thereafter and (ii)
      the
      applicable Net WAC Pass-Through Rate for such Distribution Date.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates specified on the face hereof equal to the
      denomination specified on the face hereof divided by the aggregate Certificate
      Principal Balance of the Class of Certificates specified on the face
      hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans and payments received pursuant to
      the
      Swap Agreement and the Cap Contracts, all as more specifically set forth herein
      and in the Agreement. As provided in the Agreement, withdrawals from the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    
      
        
        

      

      
        A-2-3

        
          

        

      

      
        
        

      

    

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator, the Servicer and
      the
      rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      the Servicer with the consent of the Swap Provider (with respect to matters
      affecting the Swap Agreement) and the Holders of Certificates entitled to at
      least 66% of the Voting Rights. Any such consent by the Holder of this
      Certificate shall be conclusive and binding on such Holder and upon all future
      Holders of this Certificate and of any Certificate issued upon the transfer
      hereof or in exchange herefor or in lieu hereof whether or not notation of
      such
      consent is made upon this Certificate. The Agreement also permits the amendment
      thereof, in certain limited circumstances, without the consent of the Holders
      of
      any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

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

     

    Any
      transferee of this Certificate shall be deemed to make the representations
      set
      forth in Section 6.02(c) of the Agreement.

     

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

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Servicer and any agent of the Depositor, the Master Servicer, the Trustee,
      the
      Securities Administrator or the Servicer may treat the Person in whose name
      this
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Servicer nor any such agent shall be affected by notice to the
      contrary.

     

    
      
        
        

      

      
        A-2-4

        
          

        

      

      
        
        

      

    

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      REMIC I and (ii) the purchase by the party designated in the Agreement at a
      price determined as provided in the Agreement from REMIC I of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Scheduled Principal Balance of
      the
      Mortgage Loans (and properties acquired in respect thereof) at the time of
      purchase being less than or equal to 10% of the aggregate principal balance
      of
      the Mortgage Loans as of the Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assume any responsibility
      for their correctness.

     

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

     

    
      
        
        

      

      
        A-2-5

        
          

        

      

      
        
        

      

    


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

     

    
      	Dated:	 	 
	 	 
	 	
              WELLS
                FARGO BANK, N.A.

              
                as
                  Securities Administrator

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Authorized
                Officer

            


    

     

    CERTIFICATE
      OF AUTHENTICATION

     

    This
      is
      one of the Class M-[1][2][3][4][5][6][7][8][9][10] Certificates referred to
      in
      the within-mentioned Agreement.

    
      	 	 	 
	 	WELLS
              FARGO BANK, N.A.
              
                as
                  Securities Administrator

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Authorized
                Signatory

            


    

     

    
      
        
        

      

      
        A-2-6

        
          

        

      

      
        
        

      

    

     

    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM 

            	 -	 	
              as
                tenants in common

            	 	
              UNIF
                GIFT MIN ACT -

            	 	
                   Custodian      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
              TEN
                ENT 

            	 -	 	
              as
                tenants by the entireties

            	 	 	 	
              ________________

              (State)

            
	
              JT
                TEN 

            	 -	 	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 	 	 
	 	 	 	 	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

     

    
      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        ______________________

      __________________________________________________________________________________________________________________________

      __________________________________________________________________________________________________________________________

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee) 

       

      a
        Percentage Interest equal to _____% evidenced by the within Asset Backed
        Pass-Through Certificate and hereby authorize(s) the registration of transfer
        of
        such interest to assignee on the Certificate Register of the Trust
        Fund.

       

      I
        (we)
        further direct the Securities Administrator to issue a new Certificate of
        a like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:
        ______________________________________

      ______________________________________________________________________.

    

     

    
      	
              Dated:

            	 	 
	
            	
            	
              
                

              

              Signature
                by or on behalf of assignor

            
	 	
            
	 	
              
Signature
              Guaranteed


    

     

    
      
        
        

      

      
        A-2-7

        
          

        

      

      
        
        

      

    

     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

    
      

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

        _____________________________________________________________________________________________________________

        for
          the
          account of
___________________________________________________account
          number _________________________or,
          if
          mailed by check, to ______________________________________________________________________________________ 
          Applicable
          statements should be mailed to
_________________________________________________________

      

      


      This
        information is provided by
__________________________________________________________assignee
        named above, or
___________________________ _______________________________its
        agent.  

    

    


    
      
        
        

      

      
        A-2-8

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-3

     

    FORM
      OF
      CLASS CE CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A “REGULAR INTEREST”
IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    THIS
      CERTIFICATE IS SUBORDINATE TO THE CLASS A CERTIFICATES AND THE MEZZANINE
      CERTIFICATES TO THE EXTENT DESCRIBED IN THE AGREEMENT REFERRED TO
      HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER
      HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
      REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
      THE
      ACT AND OTHER APPLICABLE LAWS AND (1) OUTSIDE OF THE UNITED STATES WITHIN THE
      MEANING OF AND IN COMPLIANCE WITH REGULATION S UNDER THE ACT (“REGULATION S”),
      OR (2) WITHIN THE UNITED STATES TO (A) “QUALIFIED INSTITUTIONAL BUYERS” WITHIN
      THE MEANING OF AND IN COMPLIANCE WITH RULE 144A UNDER THE ACT (“RULE 144A”) OR
      (B) TO INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS” WITHIN THE
      MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF “REGULATION D” UNDER THE
      ACT.

     

    NO
      TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
      PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(c) OF THE AGREEMENT AND
      COMPLIES WITH SECTION 6.02(g) OF THE AGREEMENT REFERRED TO
      HEREIN.

     

    
      
        
        

      

      
        A-3-1

        
          

        

      

      
        
        

      

    

     

    
      	
              Series
                2007-WM1, Class CE

            	 	
              Aggregate
                Certificate Principal Balance of the Class CE Certificates as of
                the Issue
                Date: $_____________

            
	 	 	 
	
              Pass-Through
                Rate: Variable

            	 	
              Denomination:
                $_________________

            
	 	 	 
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: January 1,
                2007

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	 	 	 
	
              First
                Distribution Date: February 26, 2007

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	 	 	 
	
              No.
                __

            	 	
              Issue
                Date: January 29, 2007

            


    

    


    ACE
      SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2007-WM1

    ASSET
      BACKED PASS-THROUGH CERTIFICATE

     

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

     

    ACE
      SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
      CORP., THE SPONSOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
      SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that ________________ is the registered owner of a Percentage Interest
      (obtained by dividing the denomination of this Certificate by the aggregate
      Certificate Principal Balance of the Class CE Certificates as of the Issue
      Date)
      in that certain beneficial ownership interest evidenced by all of the Class
      CE
      Certificates in REMIC III created pursuant to a Pooling and Servicing Agreement,
      dated as specified above (the “Agreement”), among ACE Securities Corp. as
      depositor (hereinafter called the “Depositor,” which term includes any successor
      entity under the Agreement), Wells Fargo Bank, N.A. as master servicer (the
      “Master Servicer”) and securities administrator (the “Securities
      Administrator”), Countrywide Home Loans Servicing LP as servicer (the
“Servicer”) and HSBC Bank USA, National Association as trustee (the “Trustee”),
      a summary of certain of the pertinent provisions of which is set forth
      hereafter. To the extent not defined herein, the capitalized terms used herein
      have the meanings assigned in the Agreement. This Certificate is issued under
      and is subject to the terms, provisions and conditions of the Agreement, to
      which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    
      
        
        

      

      
        A-3-2

        
          

        

      

      
        
        

      

    

     

    Interest
      on this Certificate will accrue during the month prior to the month in which
      a
      Distribution Date (as hereinafter defined) occurs on the Notional Amount (as
      defined in the Agreement) hereof at a per annum rate equal to the applicable
      Pass-Through Rate as set forth in the Agreement. Pursuant to the terms of the
      Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
      to the Person in whose name this Certificate is registered on the last Business
      Day of the calendar month immediately preceding the month in which the related
      Distribution Date occurs (the “Record Date”), in an amount equal to the product
      of the Percentage Interest evidenced by this Certificate and the amount required
      to be distributed to the Holders of Class CE Certificates on such Distribution
      Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five (5) Business Days prior to the Record Date immediately prior to
      such
      Distribution Date and is the registered owner of Class CE Certificates the
      aggregate initial Certificate Principal Balance of which is in excess of the
      lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate
      Principal Balance of the Class CE Certificates, or otherwise by check mailed
      by
      first class mail to the address of the Person entitled thereto, as such name
      and
      address shall appear on the Certificate Register. Notwithstanding the above,
      the
      final distribution on this Certificate will be made after due notice by the
      Securities Administrator of the pendency of such distribution and only upon
      presentation and surrender of this Certificate at the office or agency appointed
      by the Securities Administrator for that purpose as provided in the
      Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates specified on the face hereof equal to the
      denomination specified on the face hereof divided by the aggregate Certificate
      Principal Balance of the Class of Certificates specified on the face
      hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator, the Servicer and
      the
      rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      the Servicer with the consent of the Swap Provider (with respect to matters
      affecting the Swap Agreement) and the Holders of Certificates entitled to at
      least 66% of the Voting Rights. Any such consent by the Holder of this
      Certificate shall be conclusive and binding on such Holder and upon all future
      Holders of this Certificate and of any Certificate issued upon the transfer
      hereof or in exchange herefor or in lieu hereof whether or not notation of
      such
      consent is made upon this Certificate. The Agreement also permits the amendment
      thereof, in certain limited circumstances, without the consent of the Holders
      of
      any of the Certificates.

     

    
      
        
        

      

      
        A-3-3

        
          

        

      

      
        
        

      

    

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the
      Securities Administrator shall require receipt of (i) if such transfer is
      purportedly being made in reliance upon Rule 144A under the 1933 Act, written
      certifications from the Holder of the Certificate desiring to effect the
      transfer, and from such Holder’s prospective transferee, substantially in the
      forms attached to the Agreement as Exhibit B-1, (ii) if such transfer is
      purportedly being made in reliance upon Regulation S under the Act, written
      certifications from the Holder of the Certificate desiring to effect the
      transfer and from such Holder’s prospective transferee, substantially in the
      form attached to the Agreement as Exhibit B-2, (iii) if such transfer is
      purportedly being made in reliance upon Rule 501(a) under the 1933 Act, written
      certifications from the Holder of the Certificate desiring to effect the
      transfer and from such Holder’s prospective transferee, substantially in the
      form attached to the Agreement as Exhibit B-3 and (iv) in all other cases,
      an
      Opinion of Counsel satisfactory to it that such transfer may be made without
      such registration or qualification (which Opinion of Counsel shall not be an
      expense of the Trust Fund or of the Depositor, the Trustee, the Master Servicer
      or the Securities Administrator in their respective capacities as such),
      together with copies of the written certification(s) of the Holder of the
      Certificate desiring to effect the transfer and/or such Holder’s prospective
      transferee upon which such Opinion of Counsel is based. None of the Depositor,
      the Trustee or the Securities Administrator is obligated to register or qualify
      the Class of Certificates specified on the face hereof under the 1933 Act or
      any
      other securities law or to take any action not otherwise required under the
      Agreement to permit the transfer of such Certificates without registration
      or
      qualification. Any Holder desiring to effect a transfer of this Certificate
      shall be required to indemnify the Trustee, the Depositor, the Master Servicer
      and the Securities Administrator against any liability that may result if the
      transfer is not so exempt or is not made in accordance with such federal and
      state laws.

     

    No
      transfer of this Certificate shall be made except in accordance with Section
      6.02(c) of the Agreement.

     

    
      
        
        

      

      
        A-3-4

        
          

        

      

      
        
        

      

    

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Securities Administrator may require payment of a sum sufficient to
      cover any tax or other governmental charge that may be imposed in connection
      with any transfer or exchange of Certificates.

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Servicer and any agent of the Depositor, the Master Servicer, the Trustee,
      the
      Securities Administrator or the Servicer may treat the Person in whose name
      this
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Servicer nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      REMIC I and (ii) the purchase by the party designated in the Agreement at a
      price determined as provided in the Agreement from REMIC I of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Scheduled Principal Balance of
      the
      Mortgage Loans (and properties acquired in respect thereof) at the time of
      purchase being less than or equal to 10% of the aggregate principal balance
      of
      the Mortgage Loans as of the Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assume any responsibility
      for their correctness.

     

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

     

    
      
        
        

      

      
        A-3-5

        
          

        

      

      
        
        

      

    


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

     

    
      	
              Dated:

            	 	 
	 	
              WELLS
                FARGO BANK, N.A.

                as
                  Securities Administrator

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Authorized
                Officer

            


    

     

    CERTIFICATE
      OF AUTHENTICATION

     

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

    
      
        	
              	 	 
	 	
                WELLS
                  FARGO BANK, N.A.

                  as
                    Securities Administrator

                

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                Authorized
                  Officer

              


      

       

      
        
          
          

        

        
          A-3-6

          
            

          

        

        
          
          

        

      

    

     

    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM 

            	 -	 	
              as
                tenants in common

            	 	
              UNIF
                GIFT MIN ACT -

            	 	
                   Custodian      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
              TEN
                ENT 

            	 -	 	
              as
                tenants by the entireties

            	 	 	 	
              ________________

              (State)

            
	
              JT
                TEN 

            	 -	 	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 	 	 
	 	 	 	 	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

    

      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        ______________________

      __________________________________________________________________________________________________________________________

      __________________________________________________________________________________________________________________________

    

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee) 

     

    a
      Percentage Interest equal to ____% evidenced by the within Asset Backed
      Pass-Through Certificate and hereby authorize(s) the registration of transfer
      of
      such interest to assignee on the Certificate Register of the Trust
      Fund.

     

    I
      (we)
      further direct the Securities Administrator to issue a new Certificate of a
      like
      Percentage Interest and Class to the above named assignee and deliver such
      Certificate to the following address:
      ______________________________________

    ______________________________________________________________________.

     

    
      
        	
                Dated:

              	 	 
	
              	
              	
                
                  

                

                Signature
                  by or on behalf of assignor

              
	 	
              
	 	
                
Signature
                Guaranteed


      

       

      
        
          
          

        

        
          A-3-7

          
            

          

        

        
          
          

        

      

    

     

    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

    
      
        

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

          _____________________________________________________________________________________________________________

          for
            the
            account of
___________________________________________________account
            number _________________________or,
            if
            mailed by check, to ______________________________________________________________________________________ 
            Applicable
            statements should be mailed to
__________________________________________________________

        

        


        This
          information is provided by
__________________________________________________________assignee
          named above, or
___________________________ _______________________________its
          agent.

      

    

    


    
      
        
        

      

      
        A-3-8

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-4

     

    FORM
      OF
      CLASS P CERTIFICATE

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES,
      THIS CERTIFICATE IS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT
      CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
      THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”).

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “ACT”), OR UNDER ANY STATE SECURITIES LAWS. THE HOLDER
      HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
      REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH
      THE
      ACT AND OTHER APPLICABLE LAWS AND (1) OUTSIDE OF THE UNITED STATES WITHIN THE
      MEANING OF AND IN COMPLIANCE WITH REGULATION S UNDER THE ACT (“REGULATION S”),
      OR (2) WITHIN THE UNITED STATES TO (A) “QUALIFIED INSTITUTIONAL BUYERS” WITHIN
      THE MEANING OF AND IN COMPLIANCE WITH RULE 144A UNDER THE ACT (“RULE 144A”) OR
      (B) TO INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS” WITHIN THE
      MEANING OF RULE 501(A)(1), (2), (3) OR (7) OF “REGULATION D” UNDER THE
      ACT.

     

    NO
      TRANSFER OF THIS CERTIFICATE MAY BE MADE TO ANY PERSON, UNLESS THE TRANSFEREE
      PROVIDES A CERTIFICATION PURSUANT TO SECTION 6.02(c) OF THE AGREEMENT REFERRED
      TO HEREIN.

     

    
      
        
        

      

      
        A-4-1

        
          

        

      

      
        
        

      

    

    


    
      	
              Series
                2007-WM1, Class P

            	 	
              Aggregate
                Certificate Principal Balance of the Class P Certificates as of the
                Issue
                Date: $100.00

            
	 	 	 
	
              Cut-off
                Date and date of Pooling and Servicing Agreement: January 1,
                2007

            	 	
              Denomination:
                $100.00

            
	 	 	 
	
              First
                Distribution Date: February 26, 2007

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	 	 	 
	
              No.
                __

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	 	 	 
	 	 	
              Issue
                Date: January 29, 2007

            


    

    


    ACE
      SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2007-WM1

    ASSET
      BACKED PASS-THROUGH CERTIFICATE

     

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

     

    ACE
      SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
      CORP., THE SPONSOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
      SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

     

    This
      certifies that____________________ is the registered owner of a Percentage
      Interest (obtained by dividing the denomination of this Certificate by the
      aggregate Certificate Principal Balance of the Class P Certificates as of the
      Issue Date) in that certain beneficial ownership interest evidenced by all
      of
      the Class P Certificates in REMIC III created pursuant to a Pooling and
      Servicing Agreement, dated as specified above (the “Agreement”), among ACE
      Securities Corp. as depositor (hereinafter called the “Depositor”, which term
      includes any successor entity under the Agreement), Wells Fargo Bank, N.A.
      as
      master servicer (the “Master Servicer”) and securities administrator (the
“Securities Administrator”), Countrywide Home Loans Servicing LP as servicer
      (the “Servicer”) and HSBC Bank USA, National Association as trustee (the
“Trustee”), a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    
      
        
        

      

      
        A-4-2

        
          

        

      

      
        
        

      

    

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th
      day of
      each month or, if such 25th
      day is
      not a Business Day, the Business Day immediately following such 25th
      day (a
“Distribution Date”), commencing on the First Distribution Date specified above,
      to the Person in whose name this Certificate is registered on the last Business
      Day of the calendar month immediately preceding the month in which the related
      Distribution Date occurs (the “Record Date”), in an amount equal to the product
      of the Percentage Interest evidenced by this Certificate and the amount required
      to be distributed to the Holders of Class P Certificates on such Distribution
      Date pursuant to the Agreement.

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five (5) Business Days prior to the Record Date immediately prior to
      such
      Distribution Date and is the registered owner of Class P Certificates the
      aggregate initial Certificate Principal Balance of which is in excess of the
      lesser of (i) $5,000,000 or (ii) two-thirds of the aggregate initial Certificate
      Principal Balance of the Class P Certificates, or otherwise by check mailed
      by
      first class mail to the address of the Person entitled thereto, as such name
      and
      address shall appear on the Certificate Register. Notwithstanding the above,
      the
      final distribution on this Certificate will be made after due notice by the
      Securities Administrator of the pendency of such distribution and only upon
      presentation and surrender of this Certificate at the office or agency appointed
      by the Securities Administrator for that purpose as provided in the
      Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing a Percentage Interest
      in the Class of Certificates specified on the face hereof equal to the
      denomination specified on the face hereof divided by the aggregate Certificate
      Principal Balance of the Class of Certificates specified on the face
      hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator, the Servicer and
      the
      rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      the Servicer with the consent of the Swap Provider (with respect to matters
      affecting the Swap Agreement) and the Holders of Certificates entitled to at
      least 66% of the Voting Rights. Any such consent by the Holder of this
      Certificate shall be conclusive and binding on such Holder and upon all future
      Holders of this Certificate and of any Certificate issued upon the transfer
      hereof or in exchange herefor or in lieu hereof whether or not notation of
      such
      consent is made upon this Certificate. The Agreement also permits the amendment
      thereof, in certain limited circumstances, without the consent of the Holders
      of
      any of the Certificates.

     

    
      
        
        

      

      
        A-4-3

        
          

        

      

      
        
        

      

    

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the
      Securities Administrator shall require receipt of (i) if such transfer is
      purportedly being made in reliance upon Rule 144A under the 1933 Act, written
      certifications from the Holder of the Certificate desiring to effect the
      transfer, and from such Holder’s prospective transferee, substantially in the
      forms attached to the Agreement as Exhibit B-1, (ii) if such transfer is
      purportedly being made in reliance upon Regulation S under the Act, written
      certifications from the Holder of the Certificate desiring to effect the
      transfer and from such Holder’s prospective transferee, substantially in the
      form attached to the Agreement as Exhibit B-2, (iii) if such transfer is
      purportedly being made in reliance upon Rule 501(a) under the 1933 Act, written
      certifications from the Holder of the Certificate desiring to effect the
      transfer and from such Holder’s prospective transferee, substantially in the
      form attached to the Agreement as Exhibit B-3 and (iv) in all other cases,
      an
      Opinion of Counsel satisfactory to it that such transfer may be made without
      such registration or qualification (which Opinion of Counsel shall not be an
      expense of the Trust Fund or of the Depositor, the Trustee, the Master Servicer
      or the Securities Administrator in their respective capacities as such),
      together with copies of the written certification(s) of the Holder of the
      Certificate desiring to effect the transfer and/or such Holder’s prospective
      transferee upon which such Opinion of Counsel is based. None of the Depositor,
      the Trustee or the Securities Administrator is obligated to register or qualify
      the Class of Certificates specified on the face hereof under the 1933 Act or
      any
      other securities law or to take any action not otherwise required under the
      Agreement to permit the transfer of such Certificates without registration
      or
      qualification. Any Holder desiring to effect a transfer of this Certificate
      shall be required to indemnify the Trustee, the Depositor, the Master Servicer
      and the Securities Administrator against any liability that may result if the
      transfer is not so exempt or is not made in accordance with such federal and
      state laws.

     

    No
      transfer of this Certificate shall be made except in accordance with Section
      6.02(c) of the Agreement.

     

    The
      Certificates are issuable in fully registered form only without coupons in
      Classes and denominations representing Percentage Interests specified in the
      Agreement. As provided in the Agreement and subject to certain limitations
      therein set forth, the Certificates are exchangeable for new Certificates of
      the
      same Class in authorized denominations evidencing the same aggregate Percentage
      Interest, as requested by the Holder surrendering the same. No service charge
      will be made for any such registration of transfer or exchange of Certificates,
      but the Securities Administrator may require payment of a sum sufficient to
      cover any tax or other governmental charge that may be imposed in connection
      with any transfer or exchange of Certificates.

     

    
      
        
        

      

      
        A-4-4

        
          

        

      

      
        
        

      

    

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Servicer and any agent of the Depositor, the Master Servicer, the Trustee,
      the
      Securities Administrator or the Servicer may treat the Person in whose name
      this
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Servicer nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      REMIC I and (ii) the purchase by the party designated in the Agreement at a
      price determined as provided in the Agreement from REMIC I of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Scheduled Principal Balance of
      the
      Mortgage Loans (and properties acquired in respect thereof) at the time of
      purchase being less than or equal to 10% of the aggregate principal balance
      of
      the Mortgage Loans as of the Cut-off Date.

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assume any responsibility
      for their correctness.

     

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

     

    
      
        
        

      

      
        A-4-5

        
          

        

      

      
        
        

      

    

     

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

     

    
      
        	
                Dated:

              	 	 
	 	 
	 	
                WELLS
                  FARGO BANK, N.A.

                  as
                    Securities Administrator

                

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                Authorized
                  Officer

              


      

       

    

    CERTIFICATE
      OF AUTHENTICATION

     

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

    
      
        	
              	 	 
	 	
                WELLS
                  FARGO BANK, N.A.

                  as
                    Securities Administrator

                

              
	 
 	 
 	 
 
	
              	By:  	
              
	 	
                

                Authorized
                  Officer

              


      

       

      
        
          
          

        

        
          A-4-6

          
            

          

        

        
          
          

        

      

    

     

    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM 

            	 -	 	
              as
                tenants in common

            	 	
              UNIF
                GIFT MIN ACT -

            	 	
                   Custodian      

              (Cust)
                (Minor)

              under
                Uniform Gifts 

              to
                Minors Act

            
	
              TEN
                ENT 

            	 -	 	
              as
                tenants by the entireties

            	 	 	 	
              ________________

              (State)

            
	
              JT
                TEN 

            	 -	 	
              as
                joint tenants with right 

              if
                survivorship and not as 

              tenants
                in common

            	 	 	 	 
	 	 	 	 	 	 	 	 
	
              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

     

    
      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        ______________________

      __________________________________________________________________________________________________________________________

      __________________________________________________________________________________________________________________________

      (Please
        print or typewrite name, address including postal zip code, and Taxpayer
        Identification Number of assignee)

    

     

    a
      Percentage Interest equal to ____% evidenced by the within Asset Backed
      Pass-Through Certificate and hereby authorize(s) the registration of transfer
      of
      such interest to assignee on the Certificate Register of the Trust
      Fund.

     

    
      I
        (we)
        further direct the Securities Administrator to issue a new Certificate of
        a like
        Percentage Interest and Class to the above named assignee and deliver such
        Certificate to the following address:
        ______________________________________

      ______________________________________________________________________.

    

    
      


      
        	
                Dated:

              	 	 
	
              	
              	
                
                  

                

                Signature
                  by or on behalf of assignor

              
	 	
              
	 	
                
Signature
                Guaranteed


      

    

     

    
      
        
        

      

      
        A-4-7

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

    
      
        
          

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

            _____________________________________________________________________________________________________________

            for
              the
              account of __________________________________________________account
              number _________________________or,
              if
              mailed by check, to ______________________________________________________________________________________ 
              Applicable
              statements should be mailed to
__________________________________________________________

          

          


          This
            information is provided by
__________________________________________________________assignee
            named above, or
___________________________ _______________________________its
            agent.   

        

      

    

     

    
      
        
        

      

      
        A-4-8

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A-5

     

    FORM
      OF
      CLASS R CERTIFICATE

     

    THIS
      CERTIFICATE MAY NOT BE TRANSFERRED TO A NON-UNITED STATES
      PERSON.

     

    SOLELY
      FOR U.S. FEDERAL INCOME TAX PURPOSES,
      THIS CERTIFICATE REPRESENTS THE SOLE “RESIDUAL INTEREST” IN EACH “REAL ESTATE
      MORTGAGE INVESTMENT CONDUIT” (“REMIC”), AS THOSE TERMS ARE DEFINED,
      RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE CODE OF 1986,
      AS
      AMENDED (THE “CODE”).

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IN
      ACCORDANCE WITH THE PROVISIONS OF SECTION 6.02 OF THE AGREEMENT REFERRED TO
      HEREIN.

     

    THIS
      CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE RESOLD
      OR
      TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND LAWS OR IS SOLD
      OR
      TRANSFERRED IN TRANSACTIONS THAT ARE EXEMPT FROM REGISTRATION UNDER SUCH ACT
      AND
      UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN ACCORDANCE WITH THE PROVISIONS
      OF SECTION 6.02 OF THE AGREEMENT REFERRED TO HEREIN.

     

    ANY
      RESALE, TRANSFER OR OTHER DISPOSITION OF THIS CERTIFICATE MAY BE MADE ONLY
      IF
      THE PROPOSED TRANSFEREE PROVIDES (I) AN AFFIDAVIT TO THE SECURITIES
      ADMINISTRATOR THAT (A) SUCH TRANSFEREE IS NOT (1) THE UNITED STATES OR ANY
      POSSESSION THEREOF, ANY STATE OR POLITICAL SUBDIVISION THEREOF, ANY FOREIGN
      GOVERNMENT, ANY INTERNATIONAL ORGANIZATION, OR ANY AGENCY OR INSTRUMENTALITY
      OF
      ANY OF THE FOREGOING, (2) ANY ORGANIZATION (OTHER THAN A COOPERATIVE DESCRIBED
      IN SECTION 521 OF THE CODE) THAT IS EXEMPT FROM THE TAX IMPOSED BY CHAPTER
      1 OF
      THE CODE UNLESS SUCH ORGANIZATION IS SUBJECT TO THE TAX IMPOSED BY SECTION
      511
      OF THE CODE, (3) ANY ORGANIZATION DESCRIBED IN SECTION 1381(a)(2)(C) OF THE
      CODE
      (ANY SUCH PERSON DESCRIBED IN THE FOREGOING CLAUSES (1), (2) OR (3) SHALL
      HEREINAFTER BE REFERRED TO AS A “DISQUALIFIED ORGANIZATION”) OR (4) AN AGENT OF
      A DISQUALIFIED ORGANIZATION AND (B) NO PURPOSE OF SUCH TRANSFER IS TO IMPEDE
      THE
      ASSESSMENT OR COLLECTION OF TAX, AND (II) SUCH TRANSFEREE SATISFIES CERTAIN
      ADDITIONAL CONDITIONS RELATING TO THE FINANCIAL CONDITION OF THE PROPOSED
      TRANSFEREE. NOTWITHSTANDING THE REGISTRATION IN THE CERTIFICATE REGISTER OF
      ANY
      TRANSFER, SALE OR OTHER DISPOSITION OF THIS CERTIFICATE TO A DISQUALIFIED
      ORGANIZATION OR AN AGENT OF A DISQUALIFIED ORGANIZATION, SUCH REGISTRATION
      SHALL
      BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL
      NOT
      BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER, INCLUDING, BUT
      NOT LIMITED TO, THE RECEIPT OF DISTRIBUTIONS ON THIS CERTIFICATE. EACH HOLDER
      OF
      THIS CERTIFICATE BY ACCEPTANCE HEREOF SHALL BE DEEMED TO HAVE CONSENTED TO
      THE
      PROVISIONS OF THIS PARAGRAPH AND THE PROVISIONS OF SECTION 6.02(d) OF THE
      AGREEMENT REFERRED TO HEREIN. ANY PERSON THAT IS A DISQUALIFIED ORGANIZATION
      IS
      PROHIBITED FROM ACQUIRING BENEFICIAL OWNERSHIP OF THIS
      CERTIFICATE.

     

    
      
        
        

      

      
        A-5-1

        
          

        

      

      
        
        

      

    

     

    NO
      PERSON MAY ACQUIRE THIS CERTIFICATE DIRECTLY OR INDIRECTLY BY, ON BEHALF OF,
      OR
      WITH PLAN ASSETS OF AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT
      THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
      1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, UNLESS
      IT HAS PROVIDED THE OPINION OF COUNSEL IN SECTION 6.02(c) OF THE AGREEMENT
      REFERRED TO HEREIN.

     

    
      
        
        

      

      
        A-5-2

        
          

        

      

      
        
        

      

    

    


    
      	
              Series
                2007-WM1, Class R

            	 	
              Aggregate
                Percentage Interest of the Class R Certificates as of the Issue Date:
                100.00%

            
	 	 	 
	
              Date
                of Pooling and Servicing Agreement

              and
                Cut-off Date: January 1, 2007

            	 	
              Master
                Servicer: Wells Fargo Bank, N.A.

            
	 	 	 
	
              First
                Distribution Date: February 26, 2007

            	 	
              Trustee:
                HSBC Bank USA, National Association

            
	 	 	 
	
              No
                __

            	 	
              Issue
                Date: January 29, 2007

            


    

    


    ACE
      SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2007-WM1

    ASSET
      BACKED PASS-THROUGH CERTIFICATE

     

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

     

    ACE
      SECURITIES CORP.

     

    THIS
      CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN ACE SECURITIES
      CORP., THE SPONSOR, THE MASTER SERVICER, THE SECURITIES ADMINISTRATOR, THE
      SERVICER, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS
      CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY
      OR
      INSTRUMENTALITY OF THE UNITED STATES.

    


    This
      certifies that _______________ is the registered owner of a Percentage Interest
      set forth above in that certain beneficial ownership interest evidenced by
      all
      of the Class R Certificates in REMIC III created pursuant to a Pooling and
      Servicing Agreement, dated as specified above (the “Agreement”), among ACE
      Securities Corp. as depositor (hereinafter called the “Depositor”, which term
      includes any successor entity under the Agreement), Wells Fargo Bank, N.A.
      as
      master servicer (the “Master Servicer”) and securities administrator (the
“Securities Administrator”), Countrywide Home Loans Servicing LP as servicer
      (the “Servicer”) and HSBC Bank USA, National Association as trustee (the
“Trustee”), a summary of certain of the pertinent provisions of which is set
      forth hereafter. To the extent not defined herein, the capitalized terms used
      herein have the meanings assigned in the Agreement. This Certificate is issued
      under and is subject to the terms, provisions and conditions of the Agreement,
      to which Agreement the Holder of this Certificate by virtue of the acceptance
      hereof assents and by which such Holder is bound.

     

    Pursuant
      to the terms of the Agreement, distributions will be made on the 25th day of
      each month or, if such 25th day is not a Business Day, the Business Day
      immediately following (a “Distribution Date”), commencing on the First
      Distribution Date specified above, to the Person in whose name this Certificate
      is registered on the last Business Day of the calendar month immediately
      preceding the month in which the related Distribution Date occurs (the “Record
      Date”), in an amount equal to the product of the Percentage Interest evidenced
      by this Certificate and the amount required to be distributed to the Holders
      of
      Class R Certificates on such Distribution Date pursuant to the
      Agreement.

     

    
      
        
        

      

      
        A-5-3

        
          

        

      

      
        
        

      

    

     

    All
      distributions to the Holder of this Certificate under the Agreement will be
      made
      or caused to be made by the Securities Administrator by wire transfer in
      immediately available funds to the account of the Person entitled thereto if
      such Person shall have so notified the Securities Administrator in writing
      at
      least five (5) Business Days prior to the Record Date immediately prior to
      such
      Distribution Date and is the registered owner of Class R Certificates, or
      otherwise by check mailed by first class mail to the address of the Person
      entitled thereto, as such name and address shall appear on the Certificate
      Register. Notwithstanding the above, the final distribution on this Certificate
      will be made after due notice by the Securities Administrator of the pendency
      of
      such distribution and only upon presentation and surrender of this Certificate
      at the office or agency appointed by the Securities Administrator for that
      purpose as provided in the Agreement.

     

    This
      Certificate is one of a duly authorized issue of Certificates designated as
      Asset Backed Pass-Through Certificates of the Series specified on the face
      hereof (herein called the “Certificates”) and representing the Percentage
      Interest in the Class of Certificates specified on the face hereof.

     

    The
      Certificates are limited in right of payment to certain collections and
      recoveries respecting the Mortgage Loans, all as more specifically set forth
      herein and in the Agreement. As provided in the Agreement, withdrawals from
      the
      Collection Account and the Distribution Account may be made from time to time
      for purposes other than distributions to Certificateholders, such purposes
      including reimbursement of advances made, or certain expenses incurred, with
      respect to the Mortgage Loans.

     

    The
      Agreement permits, with certain exceptions therein provided, the amendment
      thereof and the modification of the rights and obligations of the Depositor,
      the
      Master Servicer, the Trustee, the Securities Administrator, the Servicer and
      the
      rights of the Certificateholders under the Agreement at any time by the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator and
      the Servicer with the consent of the Swap Provider (with respect to matters
      affecting the Swap Agreement) and the Holders of Certificates entitled to at
      least 66% of the Voting Rights. Any such consent by the Holder of this
      Certificate shall be conclusive and binding on such Holder and upon all future
      Holders of this Certificate and of any Certificate issued upon the transfer
      hereof or in exchange herefor or in lieu hereof whether or not notation of
      such
      consent is made upon this Certificate. The Agreement also permits the amendment
      thereof, in certain limited circumstances, without the consent of the Holders
      of
      any of the Certificates.

     

    As
      provided in the Agreement and subject to certain limitations therein set forth,
      the transfer of this Certificate is registrable in the Certificate Register
      upon
      surrender of this Certificate for registration of transfer at the offices or
      agencies appointed by the Securities Administrator as provided in the Agreement,
      duly endorsed by, or accompanied by an assignment in the form below or other
      written instrument of transfer in form satisfactory to the Securities
      Administrator duly executed by, the Holder hereof or such Holder’s attorney duly
      authorized in writing, and thereupon one or more new Certificates of the same
      Class in authorized denominations evidencing the same aggregate Percentage
      Interest will be issued to the designated transferee or
      transferees.

     

    
      
        
        

      

      
        A-5-4

        
          

        

      

      
        
        

      

    

     

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

     

    No
      transfer of this Certificate shall be made unless the transfer is made pursuant
      to an effective registration statement under the Securities Act of 1933, as
      amended (the “1933 Act”), and an effective registration or qualification under
      applicable state securities laws, or is made in a transaction that does not
      require such registration or qualification. In the event that such a transfer
      of
      this Certificate is to be made without registration or qualification, the
      Securities Administrator shall require receipt of (i) if such transfer is
      purportedly being made in reliance upon Rule 144A under the 1933 Act, written
      certifications from the Holder of the Certificate desiring to effect the
      transfer, and from such Holder’s prospective transferee, substantially in the
      forms attached to the Agreement as Exhibit B-1, or (ii) if such transfer is
      purportedly being made in reliance upon Rule 501(a) under the 1933 Act, written
      certifications from the Holder of the Certificate desiring to effect the
      transfer and from such Holder’s prospective transferee, substantially in the
      form attached to the Agreement as Exhibit B-3 and (iii) a transfer affidavit
      and
      agreement substantially in the form of Exhibit B-4 to the Agreement and (iv)
      in
      all other cases, an Opinion of Counsel satisfactory to it that such transfer
      may
      be made without such registration or qualification (which Opinion of Counsel
      shall not be an expense of the Trust Fund or of the Depositor, the Trustee,
      the
      Master Servicer or the Securities Administrator in their respective capacities
      as such), together with copies of the written certification(s) of the Holder
      of
      the Certificate desiring to effect the transfer and/or such Holder’s prospective
      transferee upon which such Opinion of Counsel is based. None of the Depositor,
      the Trustee or the Securities Administrator is obligated to register or qualify
      the Class of Certificates specified on the face hereof under the 1933 Act or
      any
      other securities law or to take any action not otherwise required under the
      Agreement to permit the transfer of such Certificates without registration
      or
      qualification. Any Holder desiring to effect a transfer of this Certificate
      shall be required to indemnify the Trustee, the Depositor, the Master Servicer
      and the Securities Administrator against any liability that may result if the
      transfer is not so exempt or is not made in accordance with such federal and
      state laws.

     

    No
      transfer of this Certificate shall be made except in accordance with Section
      6.02 of the Agreement.

     

    Prior
      to
      registration of any transfer, sale or other disposition of this Certificate,
      the
      proposed transferee shall provide to the Securities Administrator (i) an
      affidavit to the effect that such transferee is any Person other than a
      Disqualified Organization or the agent (including a broker, nominee or
      middleman) of a Disqualified Organization, and (ii) a certificate that
      acknowledges that (A) the Class R Certificates have been designated as
      representing the beneficial ownership of the residual interests in each of
      REMIC
      I, REMIC II and REMIC III, (B) it will include in its income a pro
      rata
      share of
      the net income of the Trust Fund and that such income may be an “excess
      inclusion,” as defined in the Code, that, with certain exceptions, cannot be
      offset by other losses or benefits from any tax exemption, and (C) it expects
      to
      have the financial means to satisfy all of its tax obligations including those
      relating to holding the Class R Certificates. Notwithstanding the registration
      in the Certificate Register of any transfer, sale or other disposition of this
      Certificate to a Disqualified Organization or an agent (including a broker,
      nominee or middleman) of a Disqualified Organization, such registration shall
      be
      deemed to be of no legal force or effect whatsoever and such Person shall not
      be
      deemed to be a Certificateholder for any purpose, including, but not limited
      to,
      the receipt of distributions in respect of this Certificate.

     

    
      
        
        

      

      
        A-5-5

        
          

        

      

      
        
        

      

    

     

    The
      Holder of this Certificate, by its acceptance hereof, shall be deemed to have
      consented to the provisions of Section 6.02 of the Agreement and to any
      amendment of the Agreement deemed necessary by counsel of the Depositor to
      ensure that the transfer of this Certificate to any Person other than a
      Permitted Transferee or any other Person will not cause any portion of the
      Trust
      Fund to cease to qualify as a REMIC or cause the imposition of a tax upon any
      REMIC.

     

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

     

    The
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Servicer and any agent of the Depositor, the Master Servicer, the Trustee,
      the
      Securities Administrator or the Servicer may treat the Person in whose name
      this
      Certificate is registered as the owner hereof for all purposes, and none of
      the
      Depositor, the Master Servicer, the Trustee, the Securities Administrator,
      the
      Servicer nor any such agent shall be affected by notice to the
      contrary.

     

    The
      obligations created by the Agreement and the Trust Fund created thereby shall
      terminate upon payment to the Certificateholders of all amounts held by the
      Securities Administrator and required to be paid to them pursuant to the
      Agreement following the earlier of (i) the final payment or other liquidation
      (or any advance with respect thereto) of the last Mortgage Loan remaining in
      REMIC I and (ii) the purchase by the party designated in the Agreement at a
      price determined as provided in the Agreement from REMIC I of all the Mortgage
      Loans and all property acquired in respect of such Mortgage Loans. The Agreement
      permits, but does not require, the party designated in the Agreement to purchase
      from REMIC I all the Mortgage Loans and all property acquired in respect of
      any
      Mortgage Loan at a price determined as provided in the Agreement. The exercise
      of such right will effect early retirement of the Certificates; however, such
      right to purchase is subject to the aggregate Scheduled Principal Balance of
      the
      Mortgage Loans (and properties acquired in respect thereof) at the time of
      purchase being less than or equal to 10% of the aggregate principal balance
      of
      the Mortgage Loans as of the Cut-off Date.

     

    
      
        
        

      

      
        A-5-6

        
          

        

      

      
        
        

      

    

     

    The
      recitals contained herein shall be taken as statements of the Depositor and
      neither the Trustee nor the Securities Administrator assume any responsibility
      for their correctness.

     

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

     

    
      
        
        

      

      
        A-5-7

        
          

        

      

      
        
        

      

    


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

     

    
      	
              Dated:

            	 	 
	 	 
	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Authorized
                Officer

            


    

     

    CERTIFICATE
      OF AUTHENTICATION

     

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

    
      	 	 	 
	 	
              WELLS
                FARGO BANK, N.A.

              as
                Securities Administrator

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Authorized
                Signatory

            


    

     

    
      
        
        

      

      
        A-5-8

        
          

        

      

      
        
        

      

    

     

    ABBREVIATIONS

     

    The
      following abbreviations, when used in the inscription on the face of this
      instrument, shall be construed as though they were written out in full according
      to applicable laws or regulations:

     

    
      	
              TEN
                COM -

            	
              as
                tenants in common

            	
              UNIF
                GIFT MIN ACT -

            	
                   Custodian      

              (Cust)
                (Minor) under
                Uniform Gifts 

              to
                Minors Act

            
	
              TEN
                ENT -

            	
              as
                tenants by the entireties

            	 	
              ________________

              (State)

            
	
              JT
                TEN -

            	
              as
                joint tenants with right if
                survivorship and not as 

              tenants
                in common

            	 	 
	
               

              Additional
                abbreviations may also be used though not in the above
                list.

            


    

    


    ASSIGNMENT

     

    
      FOR
        VALUE
        RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s) unto
        _____________________________

    

     ____________________________________________________________________________________________

     ____________________________________________________________________________________________

    (Please
      print or typewrite name, address including postal zip code, and Taxpayer
      Identification Number of assignee)

     

    a
      Percentage Interest equal to _____% evidenced by the within Asset Backed
      Pass-Through Certificate and hereby authorize(s) the 

    registration
      of transfer of such interest to assignee on the Certificate Register of the
      Trust Fund.

     

    I
      (we)
      further direct the Securities Administrator to issue a new Certificate of a
      like
      Percentage Interest and Class to 

    the
      above
      named assignee and deliver such Certificate to the following
      address: ______________________________________

     ________________________________________________________________________________________________________
      .

     

    
      	
              Dated:

            	 
	 	
              
                
Signature
                by or on behalf of assignor

            
	 	 
	 	
              
                
Signature
                Guaranteed

            


    

     

    
      
        
        

      

      
        A-5-9

        
          

        

      

      
        
        

      

    


    DISTRIBUTION
      INSTRUCTIONS

     

    The
      assignee should include the following for purposes of distribution:

    

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

      ________________________________________________________________________________________________________

      for
        the
        account of ___________________________________________________account
        number _________________________or,
        if
        mailed by check, to ___________________________________________________Applicable
        statements should be mailed to ___________________________
        _______________________________

      


      This
        information is provided by _________________________________________________assignee
        named above,
        or
        _________________________________________________its
        agent.

    

     

    
      
        
        

      

      
        A-5-10

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B-1

    FORM
      OF
      TRANSFEROR REPRESENTATION LETTER

     

    [Date]

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust ACE 2007-WM1

     

    
      	
              Re:

            	
              ACE
                Securities Corp. Home Equity Loan Trust, Series 2007-WM1 Asset Backed
                Pass-Through Certificates

              [Class
                CE,] [Class P] and [Class R] Certificates 
                

            


    

    


    Ladies
      and Gentlemen:

     

    In
      connection with the transfer by ______________________ (the “Transferor”) to
      ___________________ (the “Transferee”) of the captioned asset backed
      pass-through certificates (the “Certificates”), the Transferor hereby certifies
      as follows:

     

    Neither
      the Transferor nor anyone acting on its behalf has (a) offered, pledged, sold,
      disposed of or otherwise transferred any Certificate, any interest in any
      Certificate or any other similar security to any person in any manner, (b)
      has
      solicited any offer to buy or to accept a pledge, disposition or other transfer
      of any Certificate, any interest in any Certificate or any other similar
      security from any person in any manner, (c) has otherwise approached or
      negotiated with respect to any Certificate, any interest in any Certificate
      or
      any other similar security with any person in any manner, (d) has made any
      general solicitation by means of general advertising or in any other manner,
      (e)
      has taken any other action, that (in the case of each of subclauses (a) through
      (d) above) would constitute a distribution of the Certificates under the
      Securities Act of 1933, as amended (the “1933 Act”), or would render the
      disposition of any Certificate a violation of Section 5 of the 1933 Act or
      any
      state securities law or would require registration or qualification pursuant
      thereto. The Transferor will not act, nor has it authorized or will it authorize
      any person to act, in any manner set forth in the foregoing sentence with
      respect to any Certificate. The Transferor will not sell or otherwise transfer
      any of the Certificates, except in compliance with the provisions of that
      certain Pooling and Servicing Agreement, dated as of January 1, 2007, among
      ACE
      Securities Corp. as Depositor, Wells Fargo Bank, N.A. as Master Servicer and
      Securities Administrator, Countrywide Home Loans Servicing LP as Servicer and
      HSBC Bank USA, National Association as Trustee (the “Pooling and Servicing
      Agreement”), pursuant to which Pooling and Servicing Agreement the Certificates
      were issued.

     

    
      
        
        

      

      
        B-1-1

        
          

        

      

      
        
        

      

    

     

    Capitalized
      terms used but not defined herein shall have the meanings assigned thereto
      in
      the Pooling and Servicing Agreement.

    
      	 	 	 
	 	
              
                Very
                  truly yours,

                 

              

              [Transferor]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              
                Title:

              

            


    

     

    
      
        
        

      

      
        B-1-2

        
          

        

      

      
        
        

      

    

     

    FORM
      OF
      TRANSFEREE REPRESENTATION LETTER

     

    [Date]

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust ACE 2007-WM1

     

    
      	
              Re:

            	
              ACE
                Securities Corp. Home Equity Loan Trust, Series 2007-WM1

              Asset
                Backed Pass-Through Certificates 

              [Class
                CE,] [Class P] and [Class R] Certificates


            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with the purchase from ______________________________ (the
“Transferor”) on the date hereof of the captioned asset backed pass-through
      certificates (the “Certificates”), (the “Transferee”) hereby certifies as
      follows:

     

    1. The
      Transferee is a “qualified institutional buyer” as that term is defined in Rule
      144A (“Rule 144A”) under the Securities Act of 1933 (the “1933 Act”) and has
      completed either of the forms of certification to that effect attached hereto
      as
      Annex 1 or Annex 2. The Transferee is aware that the sale to it is being made
      in
      reliance on Rule 144A. The Transferee is acquiring the Certificates for its
      own
      account or for the account of a qualified institutional buyer, and understands
      that such Certificate may be resold, pledged or transferred only (i) to a person
      reasonably believed to be a qualified institutional buyer that purchases for
      its
      own account or for the account of a qualified institutional buyer to whom notice
      is given that the resale, pledge or transfer is being made in reliance on Rule
      144A, or (ii) pursuant to another exemption from registration under the 1933
      Act.

     

    2. The
      Transferee has been furnished with all information regarding (a) the
      Certificates and distributions thereon, (b) the nature, performance and
      servicing of the Mortgage Loans, (c) the Pooling and Servicing Agreement
      referred to below, and (d) any credit enhancement mechanism associated with
      the
      Certificates, that it has requested.

     

    3. The
      Transferee: (a) is not an employee benefit plan or other plan subject to the
      prohibited transaction provisions of the Employee Retirement Income Security
      Act
      of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of
      1986, as amended (the “Code”) (each, a “Plan”), or any other person (including
      an investment manager, a named fiduciary or a trustee of any Plan) acting,
      directly or indirectly, on behalf of or purchasing any Certificate with “plan
      assets” of any Plan within the meaning of the Department of Labor (“DOL”)
      regulation at 29 C.F.R. § 2510.3-101 or (b) has provided the Securities
      Administrator with an Opinion of Counsel on which the Trustee, the Depositor,
      the Master Servicer, the Securities Administrator and the Servicer may rely,
      acceptable to and in form and substance satisfactory to the Securities
      Administrator to the effect that the purchase of Certificates is permissible
      under applicable law, will not constitute or result in any non-exempt prohibited
      transaction under ERISA or Section 4975 of the Code and will not subject the
      Trust Fund, the Trustee, the Depositor, the Master Servicer, the Securities
      Administrator or the Servicer to any obligation or liability (including
      obligations or liabilities under ERISA or Section 4975 of the Code) in addition
      to those undertaken in the Pooling and Servicing Agreement.

     

    
      
        
        

      

      
        B-1-3

        
          

        

      

      
        
        

      

    

     

    In
      addition, the Transferee hereby certifies, represents and warrants to, and
      covenants with, the Depositor, the Trustee, the Securities Administrator, the
      Master Servicer and the Servicer that the Transferee will not transfer such
      Certificates to any Plan or person unless such Plan or person meets the
      requirements set forth in paragraph 3 above.

     

    All
      capitalized terms used but not otherwise defined herein have the respective
      meanings assigned thereto in the Pooling and Servicing Agreement, dated as
      of
      January 1, 2007, among ACE Securities Corp. as Depositor, Wells Fargo Bank,
      N.A.
      as Master Servicer and Securities Administrator, Countrywide Home Loans
      Servicing LP as Servicer and HSBC Bank USA, National Association as Trustee,
      pursuant to which the Certificates were issued.

    
      	 	 	 
	 	
              [TRANSFEREE]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                
                Title:

              

            


    

    
    

     

    
      
        
        

      

      
        B-1-4

        
          

        

      

      
        
        

      

    

     

    ANNEX
      1 TO EXHIBIT B-1

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees Other Than Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and Wells Fargo Bank, N.A., as Securities Administrator, with
      respect to the asset backed pass-through certificates (the “Certificates”)
      described in the Transferee Certificate to which this certification relates
      and
      to which this certification is an Annex:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer,
      Senior Vice President or other executive officer of the entity purchasing the
      Certificates (the “Transferee”).

     

    2. In
      connection with purchases by the Transferee, the Transferee is a “qualified
      institutional buyer” as that term is defined in Rule 144A under the Securities
      Act of 1933 (“Rule 144A”) because (i) the Transferee owned and/or invested on a
      discretionary basis $________________1 
      in
      securities (except for the excluded securities referred to below) as of the
      end
      of the Transferee’s most recent fiscal year (such amount being calculated in
      accordance with Rule 144A) and (ii) the Transferee satisfies the criteria in
      the
      category marked below.

    
       

      
        	
              	—	
                Corporation,
                  etc.
                  The Transferee is a corporation (other than a bank, savings and
                  loan
                  association or similar institution), Massachusetts or similar business
                  trust, partnership, or any organization described in Section 501(c)(3)
                  of
                  the Internal Revenue Code of
                  1986.

              


      

    

    
    

     

    
      
        	
              	—	
                Bank.
                  The Transferee (a) is a national bank or banking institution organized
                  under the laws of any State, territory or the District of Columbia,
                  the
                  business of which is substantially confined to banking and is supervised
                  by the State or territorial banking commission or similar official
                  or is a
                  foreign bank or equivalent institution, and (b) has an audited
                  net worth
                  of at least $25,000,000 as demonstrated in its latest annual financial
                  statements, a
                  copy of which is attached hereto.

              


      

    

    
    

     

    
      
        	
              	—	
                Savings
                  and Loan.
                  The Transferee (a) is a savings and loan association, building
                  and loan
                  association, cooperative bank, homestead association or similar
                  institution, which is supervised and examined by a State or Federal
                  authority having supervision over any such institutions or is a
                  foreign
                  savings and loan association or equivalent institution and (b)
                  has an
                  audited net worth of at least $25,000,000 as demonstrated in its
                  latest
                  annual financial statements, a
                  copy of which is attached hereto.

              


      

    

      

    
      

    

    
      
        	1	
                Transferee
                  must own and/or invest on a discretionary basis at least $100,000,000
                  in
                  securities unless Transferee is a dealer, and, in that case, Transferee
                  must own and/or invest on a discretionary basis at least $10,000,000
                  in
                  securities.

              


      

    

     

    
      
        
        

      

      
        B-1-5

        
          

        

      

      
        
        

      

    

    
    

    
      
        	
              	—	
                Broker-dealer.
                  The Transferee is a dealer registered pursuant to Section 15 of
                  the
                  Securities Exchange Act of 1934.

              


      

       

      
        
          	
                	—	
                  Insurance
                    Company.
                    The Transferee is an insurance company whose primary and predominant
                    business activity is the writing of insurance or the reinsuring
                    of risks
                    underwritten by insurance companies and which is subject to supervision
                    by
                    the insurance commissioner or a similar official or agency of
                    a State,
                    territory or the District of
                    Columbia.

                


        

         

        
          
            	
                  	—	
                    State
                      or Local Plan.
                      The Transferee is a plan established and maintained by a State,
                      its
                      political subdivisions, or any agency or instrumentality of
                      the State or
                      its political subdivisions, for the benefit of its
                      employees.

                  


          

           

          
            
              	
                    	—	
                      ERISA
                        Plan.
                        The Transferee is an employee benefit plan within the meaning
                        of Title I
                        of the Employee Retirement Income Security Act of 1974, as
                        amended.

                    


            

             

            
              
                	
                      	—	
                        Investment
                          Advisor
                          The Transferee is an investment advisor registered under
                          the Investment
                          Advisers Act of
                          1940.

                      


              

            

          

        

         

      

    

    3. The
      term
“securities”
as
      used
      herein does
      not include
      (i)
      securities of issuers that are affiliated with the Transferee, (ii) securities
      that are part of an unsold allotment to or subscription by the Transferee,
      if
      the Transferee is a dealer, (iii) securities issued or guaranteed by the U.S.
      or
      any instrumentality thereof, (iv) bank deposit notes and certificates of
      deposit, (v) loan participations, (vi) repurchase agreements, (vii)
      securities owned but subject to a repurchase agreement and (viii) currency,
      interest rate and commodity swaps.

     

    4. For
      purposes of determining the aggregate amount of securities owned and/or invested
      on a discretionary basis by the Transferee, the Transferee used the cost of
      such
      securities to the Transferee and did not include any of the securities referred
      to in the preceding paragraph. Further, in determining such aggregate amount,
      the Transferee may have included securities owned by subsidiaries of the
      Transferee, but only if such subsidiaries are consolidated with the Transferee
      in its financial statements prepared in accordance with generally accepted
      accounting principles and if the investments of such subsidiaries are managed
      under the Transferee’s direction. However, such securities were not included if
      the Transferee is a majority-owned, consolidated subsidiary of another
      enterprise and the Transferee is not itself a reporting company under the
      Securities Exchange Act of 1934.

     

    5. The
      Transferee acknowledges that it is familiar with Rule 144A and understands
      that
      the Transferor and other parties related to the Certificates are relying and
      will continue to rely on the statements made herein because one or more sales
      to
      the Transferee may be in reliance on Rule 144A.

     

    
      	
              ___

            	
              ___

            	
              Will
                the Transferee be purchasing the Certificates

            
	
              Yes

            	
              No

            	
              only
                for the Transferee’s own account?

            


    

     

    6. If
      the
      answer to the foregoing question is “no”, the Transferee agrees that, in
      connection with any purchase of securities sold to the Transferee for the
      account of a third party (including any separate account) in reliance on Rule
      144A, the Transferee will only purchase for the account of a third party that
      at
      the time is a “qualified institutional buyer” within the meaning of Rule 144A.
      In addition, the Transferee agrees that the Transferee will not purchase
      securities for a third party unless the Transferee has obtained a current
      representation letter from such third party or taken other appropriate steps
      contemplated by Rule 144A to conclude that such third party independently meets
      the definition of “qualified institutional buyer” set forth in Rule
      144A.

     

    
      
        
        

      

      
        B-1-6

        
          

        

      

      
        
        

      

    

     

    7. The
      Transferee will notify each of the parties to which this certification is made
      of any changes in the information and conclusions herein. Until such notice
      is
      given, the Transferee’s purchase of the Certificates will constitute a
      reaffirmation of this certification as of the date of such purchase. In
      addition, if the Transferee is a bank or savings and loan as provided above,
      the
      Transferee agrees that it will furnish to such parties updated annual financial
      statements promptly after they become available.

     

    
      	
              Dated:

            	 	 
	 	
              
                

              

              Print
                Name of Transferee

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              
                Title:

              

            


    

    
    

      

    
      
        
        

      

      
        B-1-7

        
          

        

      

      
        
        

      

    


    ANNEX
      2 TO EXHIBIT B-1

     

    QUALIFIED
      INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

     

    [For
      Transferees That Are Registered Investment Companies]

     

    The
      undersigned hereby certifies as follows to [name of Transferor] (the
“Transferor”) and Wells Fargo Bank, N.A., as Securities Administrator, with
      respect to the asset backed pass-through certificates (the “Certificates”)
      described in the Transferee Certificate to which this certification relates
      and
      to which this certification is an Annex:

     

    1. As
      indicated below, the undersigned is the President, Chief Financial Officer
      or
      Senior Vice President of the entity purchasing the Certificates (the
“Transferee”) or, if the Transferee is a “qualified institutional buyer” as that
      term is defined in Rule 144A under the Securities Act of 1933 (“Rule 144A”)
      because the Transferee is part of a Family of Investment Companies (as defined
      below), is such an officer of the investment adviser (the
“Adviser”).

     

    2. In
      connection with purchases by the Transferee, the Transferee is a “qualified
      institutional buyer” as defined in Rule 144A because (i) the Transferee is an
      investment company registered under the Investment Company Act of 1940, and
      (ii)
      as marked below, the Transferee alone, or the Transferee’s Family of Investment
      Companies, owned at least $100,000,000 in securities (other than the excluded
      securities referred to below) as of the end of the Transferee’s most recent
      fiscal year. For purposes of determining the amount of securities owned by
      the
      Transferee or the Transferee’s Family of Investment Companies, the cost of such
      securities was used.

     

    
      
        	
              	—	
                The
                  Transferee owned $________________________ in securities (other
                  than the
                  excluded securities referred to below) as of the end of the Transferee’s
                  most recent fiscal year (such amount being calculated in accordance
                  with
                  Rule 144A).

              


      

       

    

    
      
        	
              	—	
                The
                  Transferee is part of a Family of Investment Companies which owned
                  in the
                  aggregate $_______________ in securities (other than the excluded
                  securities referred to below) as of the end of the Transferee’s most
                  recent fiscal year (such amount being calculated in accordance
                  with Rule
                  144A).

              


      

    

     

    3. The
      term
“Family
      of Investment Companies”
as
      used
      herein means two or more registered investment companies (or series thereof)
      that have the same investment adviser or investment advisers that are affiliated
      (by virtue of being majority owned subsidiaries of the same parent or because
      one investment adviser is a majority owned subsidiary of the
      other).

     

    4. The
      term
“securities”
as
      used
      herein does not include (i) securities of issuers that are affiliated with
      the
      Transferee or are part of the Transferee’s Family of Investment Companies, (ii)
      securities issued or guaranteed by the U.S. or any instrumentality thereof,
      (iii) bank deposit notes and certificates of deposit, (iv) loan participations,
      (v) repurchase agreements, (vi) securities owned but subject to a
      repurchase agreement and (vii) currency, interest rate and commodity
      swaps.

     

    
      
        
        

      

      
        B-1-8

        
          

        

      

      
        
        

      

    

     

    5. The
      Transferee is familiar with Rule 144A and understands that the parties to which
      this certification is being made are relying and will continue to rely on the
      statements made herein because one or more sales to the Transferee will be
      in
      reliance on Rule 144A. In addition, the Transferee will only purchase for the
      Transferee’s own account.

     

    6. The
      undersigned will notify the parties to which this certification is made of
      any
      changes in the information and conclusions herein. Until such notice, the
      Transferee’s purchase of the Certificates will constitute a reaffirmation of
      this certification by the undersigned as of the date of such
      purchase.

     

    
      	
              Dated:

            	 	 
	 	
              
                
Print
                Name of Transferee or Advisor

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              
                Title:

              

            

 

      	 	 	 
	 	
              IF
                AN ADVISER:

            
	 	 
	 	
              
                
 Print
                Name of Transferee

            
	
            	
            	
            


    

     

    
      
        
        

      

      
        B-1-9

        
          

        

      

      
        
        

      

    

     

    FORM
      OF
      TRANSFEREE REPRESENTATION LETTER

     

    The
      undersigned hereby certifies on behalf of the purchaser named below (the
“Purchaser”) as follows:

     

    1. I
      am an
      executive officer of the Purchaser.

     

    2. The
      Purchaser is a “qualified institutional buyer”, as defined in Rule 144A, (“Rule
      144A”) under the Securities Act of 1933, as amended.

     

    3. As
      of the
      date specified below (which is not earlier than the last day of the Purchaser’s
      most recent fiscal year), the amount of “securities”, computed for purposes of
      Rule 144A, owned and invested on a discretionary basis by the Purchaser was
      in
      excess of $100,000,000.

     

    
      Name
        of
        Purchaser
        __________________________________________________________________________________________

       

      
        By:
          (Signature)
          _____________________________________________________________________________________________

        
           

          Name
            of
            Signatory
 __________________________________________________________________________________________

          
             

            Title
              _____________________________________________________________________________________________________

            
               

              Date
                of
                this certificate
                ________________________________________________________________________________________

              
                 

                Date
                  of
                  information provided in paragraph 3
                  _______________________________________________________________________

              

            

          

        

      

    

     

    
      
        
        

      

      
        B-1-10

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B-2 

     

    FORM
      OF
      REGULATION S TRANSFER CERTIFICATE

     

    [Date]


     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust ACE 2007-WM1

     

    
      	
              Re:

            	
              ACE
                Securities Corp. Home Equity Loan Trust, Series 2007-WM1 

              Asset
                Backed Pass-Through Certificates, Class CE Certificates
                and/or

              Class
                P Certificates

            


    

     

    Ladies
      and Gentlemen:

     

    Reference
      is hereby made to the Pooling and Servicing Agreement (the “Agreement”), dated
      as of January 1, 2007, among ACE Securities Corp. (the “Depositor”), Wells Fargo
      Bank, N.A., as master servicer (the “Master Servicer”) and securities
      administrator (the “Securities Administrator”), Countrywide Home Loans Servicing
      LP, as servicer (the “Servicer”) and HSBC Bank USA, National Association, as
      trustee (the “Trustee”). Capitalized terms used herein but not defined herein
      shall have the meanings assigned thereto in the Agreement.

     

    This
      letter relates to U.S. $[__________] Certificate Principal Balance of Class
      [CE][P] Certificates (the “Certificates”) which are held in the name of [name of
      transferor] (the “Transferor”) to effect the transfer of the Certificates to a
      person who wishes to take delivery thereof in the form of an equivalent
      beneficial interest [name of transferee] (the “Transferee”).

     

    In
      connection with such request, the Transferor hereby certifies that such transfer
      has been effected in accordance with the transfer restrictions set forth in
      the
      Agreement relating to the Certificates and that the following additional
      requirements (if applicable) were satisfied:

     

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

     

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

     

    (c) no
      directed selling efforts were made in contravention of the requirements of
      Rule
      903(b) or 904(b) of Regulation S, as applicable;

     

    (d) the
      transfer or exchange is not part of a plan or scheme to evade the registration
      requirements of the Securities Act;

     

    
      
        
        

      

      
        B-1-11

        
          

        

      

      
        
        

      

    

     

    (e) the
      Transferee is not a U.S. Person, as defined in Regulation S under the Securities
      Act;

     

    (f) the
      transfer was made in accordance with the applicable provisions of Rule 903(b)(2)
      or (3) or Rule 904(b)(1), as the case may be; and

     

    (g) the
      Transferee understands that the Certificates have not been and will not be
      registered under the Securities Act, that any offers, sales or deliveries of
      the
      Certificates purchased by the Transferee in the United States or to U.S. persons
      prior to the date that is 40 days after the later of (i) the commencement of
      the
      offering of the Certificates and (ii) the Closing Date, may constitute a
      violation of United States law, and that (x) distributions of principal and
      interest and (y) the exchange of beneficial interests in a Temporary Regulation
      S Global Certificate for beneficial interests in the related Permanent
      Regulation S Global Certificate, in each case, will be made in respect of such
      Certificates only following the delivery by the Holder of a certification of
      non-U.S. beneficial ownership, at the times and in the manner set forth in
      the
      Agreement.

     

    
      
        
        

      

      
        B-1-12

        
          

        

      

      
        
        

      

    


    You
      are
      entitled to rely upon this letter and are irrevocably authorized to produce
      this
      letter or a copy hereof to any interested party in any administrative or legal
      proceedings or official inquiry with respect to the matters covered
      hereby.

     

    
      	 	 	 
	 	
              [Name
                of Transferor]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              
                Title:

              

            


    

     

    
      
        
        

      

      
        B-1-13

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      B-3

     

    FORM
      OF
      TRANSFEROR REPRESENTATION LETTER

     

    ____________,
      20__

    


    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust ACE 2007-WM1

     

    
      	
              Re:

            	
              ACE
                Securities Corp. Home Equity Loan Trust, Series 2007-WM1 

              Asset
                Backed Pass-Through Certificates, 

              [Class
                CE,] [Class P] and [Class R]
                Certificates

            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with the transfer by ________________ (the “Transferor”) to
      __________________________ (the “Transferee”) of the captioned asset backed
      pass-through certificates (the “Certificates”), the Transferor hereby certifies
      as follows:

     

    Neither
      the Seller nor anyone acting on its behalf has (a) offered, pledged, sold,
      disposed of or otherwise transferred any Certificate, any interest in any
      Certificate or any other similar security to any person in any manner, (b)
      has
      solicited any offer to buy or to accept a pledge, disposition or other transfer
      of any Certificate, any interest in any Certificate or any other similar
      security from any person in any manner, (c) has otherwise approached or
      negotiated with respect to any Certificate, any interest in any Certificate
      or
      any other similar security with any person in any manner, (d) has made any
      general solicitation by means of general advertising or in any other manner,
      or
      (e) has taken any other action, that (as to any of (a) through (d) above) would
      constitute a distribution of the Certificates under the Securities Act of 1933
      (the “Act’), that would render the disposition of any Certificate a violation of
      Section 5 of the Act or any state securities law, or that would require
      registration or qualification pursuant thereto. The Seller will not act, in
      any
      manner set forth in the foregoing sentence with respect to any Certificate.
      The
      Seller has not and will not sell or otherwise transfer any of the Certificates,
      except in compliance with the provisions of the Pooling and Servicing Agreement,
      dated as of January 1, 2007, among ACE Securities Corp., Wells Fargo Bank,
      N.A.,
      Countrywide Home Loans Servicing LP, and HSBC Bank USA, National
      Association.

    
      	 	 	 
	 	
              Very
                truly yours,

               

              
                

              

              
                (Transferor)

              

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              
                Title:

              

            


    

    
    

     

    
      
        
        

      

      
        B-2-1

        
          

        

      

      
        
        

      

    

     

    FORM
      OF
      TRANSFEREE LETTER

    


    _______________,
      20__

     

    Wells
      Fargo Bank, N.A.

    Sixth
      Street and Marquette Avenue

    Minneapolis,
      Minnesota 55479

    Attention:
      Corporate Trust ACE 2007-WM1

     

    
      	
              Re:

            	
              ACE
                Securities Corp. Home Equity Loan Trust, Series 2007-WM1 

              Asset
                Backed Pass-Through Certificates, 

              [Class
                CE,] [Class P] and [Class R] Certificates


            


    

     

    Ladies
      and Gentlemen:

     

    In
      connection with the transfer by ______________________ (the “Transferor”) to
      __________________________ (the “Transferee”) of the captioned asset backed
      pass-through certificates (the “Certificates”), the Transferee hereby certifies
      as follows:

     

    1. The
      Transferee understands that (a) the Certificates have not been and will not
      be
      registered or qualified under the Securities Act of 1933, as amended (the “Act”)
      or any state securities law, (b) ACE Securities Corp. (the “Depositor”) is not
      required to so register or qualify the Certificates, (c) the Certificates may
      be
      resold only if registered and qualified pursuant to the provisions of the Act
      or
      any state securities law, or if an exemption from such registration and
      qualification is available, (d) the Pooling and Servicing Agreement, dated
      as of
      January 1, 2007, among the Depositor, as depositor, Wells Fargo Bank, N.A.,
      as
      master servicer (the “Master Servicer”) and securities administrator (the
“Securities Administrator”), Countrywide Home Loans Servicing LP, as servicer
      (the “Servicer”) and HSBC Bank USA, National Association, as trustee (the
“Trustee”) contains restrictions regarding the transfer of the Certificates and
      (e) the Certificates will bear a legend to the foregoing effect.

     

    2. The
      Transferee is acquiring the Certificates for its own account for investment
      only
      and not with a view to or for sale in connection with any distribution thereof
      in any manner that would violate the Act or any applicable state securities
      laws.

     

    3. The
      Transferee is (a) a substantial, sophisticated institutional investor having
      such knowledge and experience in financial and business matters, and, in
      particular, in such matters related to securities similar to the Certificates,
      such that it is capable of evaluating the merits and risks of investment in
      the
      Certificates, (b) able to bear the economic risks of such an investment and
      (c)
      an “accredited investor” within the meaning of Rule 501(a) promulgated pursuant
      to the Act.

     

    4. The
      Transferee has been furnished with, and has had an opportunity to review (a)
      a
      copy of the Pooling and Servicing Agreement and (b) such other information
      concerning the Certificates, the Mortgage Loans and the Depositor as has been
      requested by the Transferee from the Depositor or the Transferor and is relevant
      to the Transferee’s decision to purchase the Certificates. The Transferee has
      had any questions arising from such review answered by the Depositor or the
      Transferor to the satisfaction of the Transferee.

     

    
      
        
        

      

      
        B-2-2

        
          

        

      

      
        
        

      

    

     

    5. The
      Transferee has not and will not nor has it authorized or will it authorize
      any
      person to (a) offer, pledge, sell, dispose of or otherwise transfer any
      Certificate, any interest in any Certificate or any other similar security
      to
      any person in any manner, (b) solicit any offer to buy or to accept a pledge,
      disposition of other transfer of any Certificate, any interest in any
      Certificate or any other similar security from any person in any manner, (c)
      otherwise approach or negotiate with respect to any Certificate, any interest
      in
      any Certificate or any other similar security with any person in any manner,
      (d)
      make any general solicitation by means of general advertising or in any other
      manner or (e) take any other action, that (as to any of (a) through (d) above)
      would constitute a distribution of any Certificate under the Act, that would
      render the disposition of any Certificate a violation of Section 5 of the 1933
      Act or any state securities law, or that would require registration or
      qualification pursuant thereto. The Transferee will not sell or otherwise
      transfer any of the Certificates, except in compliance with the provisions
      of
      the Pooling and Servicing Agreement.

     

    6. The
      Transferee: (a) is not an employee benefit plan or other plan subject to the
      prohibited transaction provisions of the Employee Retirement Income Security
      Act
      of 1974, as amended (“ERISA”), or Section 4975 of the Internal Revenue Code of
      1986, as amended (the “Code”) (each, a “Plan”), or any other person (including
      an investment manager, a named fiduciary or a trustee of any Plan) acting,
      directly or indirectly, on behalf of or purchasing any Certificate with “plan
      assets” of any Plan within the meaning of the Department of Labor (“DOL”)
      regulation at 29 C.F.R. § 2510.3-101 or (b) has provided the Securities
      Administrator with an Opinion of Counsel on which the Depositor, the Master
      Servicer, the Securities Administrator, the Trustee and the Servicer may rely,
      acceptable to and in form and substance satisfactory to the Securities
      Administrator to the effect that the purchase of Certificates is permissible
      under applicable law, will not constitute or result in any non-exempt prohibited
      transaction under ERISA or Section 4975 of the Code and will not subject the
      Trust Fund, the Trustee, the Master Servicer, the Securities Administrator,
      the
      Depositor or the Servicer to any obligation or liability (including obligations
      or liabilities under ERISA or Section 4975 of the Code) in addition to those
      undertaken in the Pooling and Servicing Agreement.

     

    In
      addition, the Transferee hereby certifies, represents and warrants to, and
      covenants with, the Depositor, the Trustee, the Securities Administrator, the
      Master Servicer and the Servicer that the Transferee will not transfer such
      Certificates to any Plan or person unless such Plan or person meets the
      requirements set forth in paragraph 6 above.

    
      	 	 	 
	 	
              Very
                truly yours,

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                
                Title:

              

            


    

     

    
      
        
        

      

      
        B-2-3

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      B-4

     

    TRANSFER
      AFFIDAVIT AND AGREEMENT

     

    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

     

    ___________________________
      being duly sworn, deposes, represents and warrants as follows:

     

    
      	 	
              1.

            	
              I
                am a _____________________ of _______________________________ (the
                “Owner”) a corporation duly organized and existing under the laws of
                _________________________, the record owner of ACE Securities Corp.
                Home
                Equity Loan Trust, Series 2007-WM1 Asset Backed Pass-Through Certificates,
                Class R Certificates (the “Class R Certificates”), on behalf of whom I
                make this affidavit and agreement. Capitalized terms used but not
                defined
                herein have the respective meanings assigned thereto in the Pooling
                and
                Servicing Agreement, dated as of January 1, 2007, among ACE Securities
                Corp., Wells Fargo Bank, N.A., Countrywide Home Loans Servicing LP,
                and
                HSBC Bank USA, National Association, pursuant to which the Class
                R
                Certificates were issued.

            


    

     

    
      	 	
              2.

            	
              The
                Owner (i) is and will be a “Permitted Transferee” as of
                ________________________ and (ii) is acquiring the Class R Certificates
                for its own account or for the account of another Owner from which
                it has
                received an affidavit in substantially the same form as this affidavit.
                A
                “Permitted Transferee” is any person other than a “disqualified
                organization” or a possession of the United States. For this purpose, a
                “disqualified organization” means the United States, any state or
                political subdivision thereof, any agency or instrumentality of any
                of the
                foregoing (other than an instrumentality all of the activities of
                which
                are subject to tax and, except for the Federal Home Loan Mortgage
                Corporation, a majority of whose board of directors is not selected
                by any
                such governmental entity) or any foreign government, international
                organization or any agency or instrumentality of such foreign government
                or organization, any real electric or telephone cooperative, or any
                organization (other than certain farmers’ cooperatives) that is generally
                exempt from federal income tax unless such organization is subject
                to the
                tax on unrelated business taxable
                income.

            


    

     

    
      	 	
              3.

            	
              The
                Owner is aware (i) of the tax that would be imposed on transfers
                of the
                Class R Certificates to disqualified organizations under the Internal
                Revenue Code of 1986 that applies to all transfers of the Class R
                Certificates after April 31, 1988; (ii) that such tax would be on
                the
                transferor or, if such transfer is through an agent (which person
                includes
                a broker, nominee or middleman) for a non-Permitted Transferee, on
                the
                agent; (iii) that the person otherwise liable for the tax shall be
                relieved of liability for the tax if the transferee furnishes to
                such
                person an affidavit that the transferee is a Permitted Transferee
                and, at
                the time of transfer, such person does not have actual knowledge
                that the
                affidavit is false; and (iv) that each of the Class R Certificates
                may be
                a “noneconomic residual interest” within the meaning of proposed Treasury
                regulations promulgated under the Code and that the transferor of
                a
                “noneconomic residual interest” will remain liable for any taxes due with
                respect to the income on such residual interest, unless no significant
                purpose of the transfer is to impede the assessment or collection
                of
                tax.

            


    

     

    
      
        
        

      

      
        B-3-1

        
          

        

      

      
        
        

      

    

     

    
      	 	
              4.

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

            


    

     

    
      	 	
              5.

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

            


    

     

    
      	 	
              6.

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

            


    

     

    
      	 	
              7.

            	
              The
                Owner’s taxpayer identification number is
                ________________.

            


    

     

    
      	 	
              8.

            	
              The
                Owner has reviewed the restrictions set forth on the face of the
                Class R
                Certificates and the provisions of Section 6.02(d) of the Pooling
                and
                Servicing Agreement under which the Class R Certificates were issued
                (in
                particular, clauses (iii)(A) and (iii)(B) of Section 6.02(d) which
                authorize the Securities Administrator to deliver payments to a person
                other than the Owner and negotiate a mandatory sale by the Securities
                Administrator in the event that the Owner holds such Certificate
                in
                violation of Section 6.02(d)); and that the Owner expressly agrees
                to be
                bound by and to comply with such restrictions and
                provisions.

            


    

     

    
      	 	
              9.

            	
              The
                Owner is not acquiring and will not transfer the Class R Certificates
                in
                order to impede the assessment or collection of any
                tax.

            


    

     

    
      	 	
              10.

            	
              The
                Owner anticipates that it will, so long as it holds the Class R
                Certificates, have sufficient assets to pay any taxes owed by the
                holder
                of such Class R Certificates, and hereby represents to and for the
                benefit
                of the person from whom it acquired the Class R Certificates that
                the
                Owner intends to pay taxes associated with holding such Class R
                Certificates as they become due, fully understanding that it may
                incur tax
                liabilities in excess of any cash flows generated by the Class R
                Certificates.

            


    

     

    
      
        
        

      

      
        B-3-2

        
          

        

      

      
        
        

      

    

     

    
      	 	
              11.

            	
              The
                Owner has no present knowledge that it may become insolvent or subject
                to
                a bankruptcy proceeding for so long as it holds the Class R
                Certificates.

            


    

     

    
      	 	
              12.

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

            


    

     

    
      	 	
              13.

            	
              The
                Owner is not acquiring the Class R Certificates with the intent to
                transfer the Class R Certificates to any person or entity that will
                not
                have sufficient assets to pay any taxes owed by the holder of such
                Class R
                Certificates, or that may become insolvent or subject to a bankruptcy
                proceeding, for so long as the Class R Certificates remain
                outstanding.

            


    

     

    
      	 	
              14.

            	
              The
                Owner will, in connection with any transfer that it makes of the
                Class R
                Certificates, obtain from its transferee the representations required
                by
                Section 6.02(d) of the Pooling and Servicing Agreement under which
                the
                Class R Certificate were issued and will not consummate any such
                transfer
                if it knows, or knows facts that should lead it to believe, that
                any such
                representations are false.

            


    

     

    
      	 	
              15.

            	
              The
                Owner will, in connection with any transfer that it makes of the
                Class R
                Certificates, deliver to the Securities Administrator an affidavit,
                which
                represents and warrants that it is not transferring the Class R
                Certificates to impede the assessment or collection of any tax and
                that it
                has no actual knowledge that the proposed transferee: (i) has insufficient
                assets to pay any taxes owed by such transferee as holder of the
                Class R
                Certificates; (ii) may become insolvent or subject to a bankruptcy
                proceeding for so long as the Class R Certificates remains outstanding;
                and (iii) is not a “Permitted
                Transferee”.

            


    

     

    
      	 	
              16.

            	
              The
                Owner is a citizen or resident of the United States, a corporation,
                partnership or other entity created or organized in, or under the
                laws of,
                the United States or any political subdivision thereof, or an estate
                or
                trust whose income from sources without the United States may be
                included
                in gross income for United States federal income tax purposes regardless
                of its connection with the conduct of a trade or business within
                the
                United States.

            


    

     

    
      	 	
              17.

            	
              The
                Owner of the Class R Certificate, hereby agrees that in the event
                that the
                Trust Fund created by the Pooling and Servicing Agreement is terminated
                pursuant to Section 10.01 thereof, the undersigned shall assign and
                transfer to the Holders of the Class CE Certificates any amounts
                in excess
                of par received in connection with such termination. Accordingly,
                in the
                event of such termination, the Securities Administrator is hereby
                authorized to withhold any such amounts in excess of par and to pay
                such
                amounts directly to the Holders of the Class CE Certificates. This
                agreement shall bind and be enforceable against any successor, transferee
                or assigned of the undersigned in the Class R Certificate. In connection
                with any transfer of the Class R Certificate, the Owner shall obtain
                an
                agreement substantially similar to this clause from any subsequent
                owner.

            


    

     

    
      
        
        

      

      
        B-3-3

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
      behalf, pursuant to the authority of its Board of Directors, by its [Vice]
      President, attested by its [Assistant] Secretary, this ____ day of
      _________________, ____.

     

    
      	 	 	 
	 	
              [OWNER]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:

              
                Title:
                  [Vice] President

              

            


    

     

    ATTEST:

     

    
      	
              By:

            	 	 	 
	
              
                

              

              Name:

              Title:
                [Assistant] Secretary

            	 	 	
            


    

     

    Personally
      appeared before me the above-named __________________, known or proved to me
      to
      be the same person who executed the foregoing instrument and to be a [Vice]
      President of the Owner, and acknowledged to me that [he/she] executed the same
      as [his/her] free act and deed and the free act and deed of the
      Owner.

     

    Subscribed
      and sworn before me this ______________ day of __________,
      ____.


    


    
      	 	
              
                

              

              Notary
                Public

            
	 	 
	 	
              County
                of 

            
	 	
              State
                of _______________________________

            
	 	 
	 	
              My
                Commission expires:

            


    

    


    
      
        
        

      

      
        B-3-4

        
          

        

      

      
        
        

      

    


    FORM
      OF
      TRANSFEROR AFFIDAVIT

     

    
      	
              STATE
                OF NEW YORK

            	
              )

            	 
	 	
              )

            	
              ss.:

            
	
              COUNTY
                OF NEW YORK

            	
              )

            	 


    

     

    _________________________,
      being duly sworn, deposes, represents and warrants as follows:

     

    1. I
      am
      a ____________________
      of _________________________ (the “Owner”), a corporation duly organized and
      existing under the laws of _____________, on behalf of whom I make this
      affidavit.

     

    2. The
      Owner
      is not transferring the Class R Certificates (the “Residual Certificates”) to
      impede the assessment or collection of any tax.

     

    3. The
      Owner
      has no actual knowledge that the Person that is the proposed transferee (the
      “Purchaser”) of the Residual Certificates: (i) has insufficient assets to pay
      any taxes owed by such proposed transferee as holder of the Residual
      Certificates; (ii) may become insolvent or subject to a bankruptcy proceeding
      for so long as the Residual Certificates remain outstanding and (iii) is not
      a
      Permitted Transferee.

     

    4. The
      Owner
      understands that the Purchaser has delivered to the Securities Administrator
      or
      a transfer affidavit and agreement in the form attached to the Pooling and
      Servicing Agreement as Exhibit B-2. The Owner does not know or believe that
      any
      representation contained therein is false.

     

    5. At
      the
      time of transfer, the Owner has conducted a reasonable investigation of the
      financial condition of the Purchaser as contemplated by Treasury Regulations
      Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Owner
      has
      determined that the Purchaser has historically paid its debts as they became
      due
      and has found no significant evidence to indicate that the Purchaser will not
      continue to pay its debts as they become due in the future. The Owner
      understands that the transfer of a Residual Certificate may not be respected
      for
      United States income tax purposes (and the Owner may continue to be liable
      for
      United States income taxes associated therewith) unless the Owner has conducted
      such an investigation.

     

    6. Capitalized
      terms not otherwise defined herein shall have the meanings ascribed to them
      in
      the Pooling and Servicing Agreement, dated as of January 1, 2007, among ACE
      Securities Corp., Wells Fargo Bank, N.A., Countrywide Home Loans Servicing
      LP,
      and HSBC Bank USA, National Association.

     

    
      
        
        

      

      
        B-3-5

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Owner has caused this instrument to be executed on its
      behalf, pursuant to the authority of its Board of Directors, by its [Vice]
      President, attested by its [Assistant] Secretary, this ____ day of
      ________________, ____.

    
      	 	 	 
	 	
              [OWNER]

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              

              Name:
                
                Title:
                  [Vice] President

              

            


    

     

    ATTEST:

    
       

      
        	
                By:

              	 	 	 
	
                
                  

                

                Name:

                Title:
                  [Assistant] Secretary

              	 	 	
              


      

       

    

    Personally
      appeared before me the above-named _________________, known or proved to me
      to
      be the same person who executed the foregoing instrument and to be a [Vice]
      President of the Owner, and acknowledged to me that [he/she] executed the same
      as [his/her] free act and deed and the free act and deed of the
      Owner.

     

    Subscribed
      and sworn before me this ______ day of _____________, ____.

    


    
      	 	
              
                

              

              Notary
                Public

            
	 	 
	 	
              County
                of _____________________________

            
	 	
              State
                of _______________________________

            
	 	 
	 	
              My
                Commission expires:

            


    

     

    
      
        
        

      

      
        B-3-6

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      C

     

    BACK-UP
      CERTIFICATION

     

    Re: __________
      (the “Trust”)

     

    Mortgage
      Pass-Through Certificates, Series 2007-WM1

     

    I,
      [identify the certifying individual], certify to Wells Fargo Bank, National
      Association (the “Master Servicer”) and its respective officers, directors and
      affiliates, and with the knowledge and intent that the Master Servicer will
      rely
      upon this certification, that:

     

    (1) I
      have
      reviewed the servicer compliance statement of the Servicer provided in
      accordance with Item 1123 of Regulation AB (the “Compliance Statement”), the
      report on assessment of the Servicer’s compliance with the servicing criteria
      set forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”), provided
      in accordance with Rules 13a-18 and 15d-18 under Securities Exchange Act of
      1934, as amended (the “Exchange Act”) and Item 1122 of Regulation AB (the
“Servicing Assessment”), the registered public accounting firm’s attestation
      report provided in accordance with Rules 13a-18 and 15d-18 under the Exchange
      Act and Section 1122(b) of Regulation AB (the “Attestation
      Report”), and all servicing reports, officer’s certificates and other
      information relating to the servicing of the Mortgage Loans by the Servicer
      during 200[ ] that were delivered by the Servicer to the Master Servicer
      pursuant to the Agreement (collectively, the “Servicer Servicing
      Information”);

     

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

     

    (3) Based
      on
      my knowledge, all of the Servicer Servicing Information required to be provided
      by the Servicer under the Agreement has been provided to the Master
      Servicer;

     

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

     

    (5) The
      Compliance Statement required to be delivered by the Servicer pursuant to the
      Agreement, and the Servicing Assessment and Attestation Report required to
      be
      provided by the Servicer and by each Subservicer and Servicing Function
      Participant pursuant to the Agreement, have been provided to the Master
      Servicer. Any material instances of noncompliance described in such reports
      have
      been disclosed to the Master Servicer. Any material instance of noncompliance
      with the Servicing Criteria has been disclosed in such reports.

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

    


    Capitalized
      terms used and not otherwise defined herein have the meanings assigned thereto
      in the Pooling and Servicing Agreement (the “Agreement”), dated as of January 1,
      2007, among ACE Securities Corp. as Depositor, Wells Fargo Bank, N.A. as Master
      Servicer and Securities Administrator, Countrywide Home Loans Servicing LP
      as
      Servicer and HSBC Bank USA, National Association as Trustee.

    
      	 	 	 
	
              Date:
                ______________________

            	
            
	 
 	 
 	 
 
	
              
                

              

              [Signature]

            	
            	
            
	  
              

              [Title]

            	
            


    

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    


    EXHIBIT
      D

    


    FORM
      OF
      POWER OF ATTORNEY

    


    RECORDING
      REQUESTED BY

    AND
      WHEN
      RECORDED MAIL TO

    [Servicer]

    [Servicer’s
      Address]

    


    Attn:
      _________________________________

    


    LIMITED
      POWER OF ATTORNEY


    


    KNOW
      ALL
      MEN BY THESE PRESENTS, that ________________, having its principal place of
      business at ____________________, as Trustee (the “Trustee”) pursuant to that
      Pooling and Servicing Agreement among ___________________ (the “Depositor”),
      Wells Fargo Bank, N.A., as Master Servicer and Securities Administrator,
      Countrywide Home Loans Servicing LP, as Servicer, and the Trustee, dated as
      of
      January 1, 2007 (the “Pooling and Servicing Agreement”), hereby constitutes and
      appoints Countrywide Home Loans Servicing LP (the “Servicer”), by and through
      the Servicer’s officers, the Trustee’s true and lawful Attorney-in-Fact, in the
      Trustee’s name, place and stead and for the Trustee’s benefit, in connection
      with all mortgage loans serviced by the Servicer pursuant to the Pooling and
      Servicing Agreement for the purpose of performing all acts and executing all
      documents in the name of the Trustee as may be customarily and reasonably
      necessary and appropriate to effectuate the following enumerated transactions
      in
      respect of any of the mortgages or deeds of trust (the “Mortgages” and the
“Deeds of Trust”, respectively) and promissory notes secured thereby (the
“Mortgage Notes”) for which the undersigned is acting as Trustee for various
      certificateholders (whether the undersigned is named therein as mortgagee or
      beneficiary or has become mortgagee by virtue of endorsement of the Mortgage
      Note secured by any such Mortgage or Deed of Trust) and for which the Servicer
      is acting as servicer, all subject to the terms of the Pooling and Servicing
      Agreement.

    


    This
      appointment shall apply to the following enumerated transactions
      only:

    


    
      	
              1.

            	
              The
                modification or re-recording of a Mortgage or Deed of Trust, where
                said
                modification or re-recordings is for the purpose of correcting the
                Mortgage or Deed of Trust to conform same to the original intent
                of the
                parties thereto or to correct title errors discovered after such
                title
                insurance was issued and said modification or re-recording, in either
                instance, does not adversely affect the lien of the Mortgage or Deed
                of
                Trust as insured.

            


    

    


    
      	
              2.

            	
              The
                subordination of the lien of a Mortgage or Deed of Trust to an easement
                in
                favor of a public utility company of a government agency or unit
                with
                powers of eminent domain; this section shall include, without limitation,
                the execution of partial satisfactions/releases, partial reconveyances
                or
                the execution or requests to trustees to accomplish
                same.

            


    

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

            	
              The
                conveyance of the properties to the mortgage insurer, or the closing
                of
                the title to the property to be acquired as real estate owned, or
                conveyance of title to real estate
                owned.

            


    

    


    
      	4.	
              The
                completion of loan assumption
                agreements.

            


    

    


    
      	
              5.

            	
              The
                full satisfaction/release of a Mortgage or Deed of Trust or full
                conveyance upon payment and discharge of all sums secured thereby,
                including, without limitation, cancellation of the related Mortgage
                Note.

            


    

    


    
      	
              6.

            	
              The
                assignment of any Mortgage or Deed of Trust and the related Mortgage
                Note,
                in connection with the repurchase of the mortgage loan secured and
                evidenced thereby.

            


    

    


    
      	
              7.

            	
              The
                full assignment of a Mortgage or Deed of Trust upon payment and discharge
                of all sums secured thereby in conjunction with the refinancing thereof,
                including, without limitation, the assignment of the related Mortgage
                Note.

            


    

    


    
      	
              8.

            	
              With
                respect to a Mortgage or Deed of Trust, the foreclosure, the taking
                of a
                deed in lieu of foreclosure, or the completion of judicial or non-judicial
                foreclosure or termination, cancellation or rescission of any such
                foreclosure, including, without limitation, any and all of the following
                acts:

            


    

    


    
      	 	
              a.

            	
              the
                substitution of trustee(s) serving under a Deed of Trust, in accordance
                with state law and the Deed of
                Trust;

            


    

    


    
      	 	
              b.

            	
              the
                preparation and issuance of statements of breach or
                non-performance;

            


    

    


    
      	 	
              c.

            	
              the
                preparation and filing of notices of default and/or notices of
                sale;

            


    

    


    
      	 	
              d.

            	
              the
                cancellation/rescission of notices of default and/or notices of
                sale;

            


    

    


    
      	 	
              e.

            	
              the
                taking of a deed in lieu of foreclosure;
                and

            


    

    


    
      	 	
              f.

            	
              the
                preparation and execution of such other documents and performance
                of such
                other actions as may be necessary under the terms of the Mortgage,
                Deed of
                Trust or state law to expeditiously complete said transactions in
                paragraphs 8.a. through 8.e.,
                above.

            


    

    


    The
      undersigned gives said Attorney-in-Fact full power and authority to execute
      such
      instruments and to do and perform all and every act and thing necessary and
      proper to carry into effect the power or powers granted by or under this Limited
      Power of Attorney as fully as the undersigned might or could do, and hereby
      does
      ratify and confirm to all that said Attorney-in-Fact shall lawfully do or cause
      to be done by authority hereof. 

    


    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    

    Third
      parties without actual notice may rely upon the exercise of the power granted
      under this Limited Power of Attorney; and may be satisfied that this Limited
      Power of Attorney shall continue in full force and effect and has not been
      revoked unless an instrument of revocation has been made in writing by the
      undersigned.

    


    IN
      WITNESS WHEREOF, ________________ as Trustee pursuant to that Pooling and
      Servicing Agreement among the Depositor, Wells Fargo Bank, National Association,
      Countrywide Home Loans Servicing LP and the Trustee, dated as of ___________
      1,
      200__ (_____________ Asset-Backed Certificates, Series 200__-___), has caused
      its corporate seal to be hereto affixed and these presents to be signed and
      acknowledged in its name and behalf by ____________ its duly elected and
      authorized Vice President this _________ day of _________, 200__.

    
      	 	 	 
	 	 	 
              
	 
 	 
 	
              as
                Trustee for _____ Asset-Backed Certificates, Series
                200__-___

            
	
            	By:  	
            
	 	
              
                

              

               

              
                

              

            


    

     

    
      	
              STATE
                OF _____________

            
	 
	
              COUNTY
                OF ___________

            


    

    


    On
      _______________, 200__, before me, the undersigned, a Notary Public in and
      for
      said state, personally appeared ____________, Vice President of
      ____________________ as Trustee for ___________ Asset-Backed Certificates,
      Series 200__-___, personally known to me to be the person whose name is
      subscribed to the within instrument and acknowledged to me that he/she executed
      that same in his/her authorized capacity, and that by his/her signature on
      the
      instrument the entity upon behalf of which the person acted and executed the
      instrument.


     

    
      	
              WITNESS
                my hand and official seal.

              (SEAL)

            	 	 
	 	 	
              
                

              

              Notary
                Public

            
	 	 	
            
	 	 	
              My
                Commission Expires
                _________________

            


    

    


    
      
        
        

      

      
        D-3

        
          

        

      

      
        
        

      

    


    EXHIBIT
      E

    


    SERVICING
      CRITERIA


    


    Schedule
      1122 (Pooling and Servicing Agreement)

     

    Assessments
      of Compliance and Attestation Reports Servicing
      Criteria2 


    
      


      
        	
                Reg.
                  AB Item 1122(d) Servicing Criteria

              	 	
                Depositor

              	 	
                Seller

              	 	
                Servicer

              	 	
                Trustee

              	 	
                Custodian

              	 	
                Paying
                  Agent

              	 	
                Master
                  Servicer

              	 	
                Securities
                  Administrator

              	 
	
                (1) General
                  Servicing Considerations

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                (i) monitoring
                  performance or other triggers and events of default

              	 	 	 	 	 	
                X

              	 	 	 	 	 	 	 	
                X

              	 	
                X

              	 
	
                (ii) monitoring
                  performance of vendors of activities outsourced

              	 	 	 	 	 	
                X

              	 	 	 	 	 	 	 	
                X

              	 	 	 
	
                (iii) maintenance
                  of back-up servicer for pool assets

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                (iv) fidelity
                  bond and E&O policies in effect

              	 	 	 	 	 	
                X

              	 	 	 	 	 	 	 	
                X

              	 	 	 
	
                (2) Cash
                  Collection and Administration

              	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                (i) timing
                  of deposits to custodial account

              	 	 	 	 	 	
                X

              	 	 	 	 	 	
                X

              	 	
                X

              	 	
                X

              	 
	
                (ii) wire
                  transfers to investors by authorized personnel

              	 	 	 	 	 	
                X

              	 	 	 	 	 	
                X

              	 	 	 	
                X

              	 
	
                (iii) advances
                  or guarantees made, reviewed and approved as required

              	 	 	 	 	 	
                X

              	 	 	 	 	 	 	 	
                X

              	 	 	 


      

       

      
        
          

        

        
          	*(2)	
                  The
                    descriptions of the Item 1122(d) servicing criteria use key words
                    and
                    phrases and are not verbatim recitations of the servicing criteria.
                    Refer
                    to Regulation AB, Item 1122 for a full description of servicing
                    criteria.

                


        

      

      


      
        
          
          

        

        
          E-1

          
            

          

        

        
          
          

        

      

      
        


        
          	
                  Reg.
                    AB Item 1122(d) Servicing Criteria

                	 	
                  Depositor

                	 	
                  Seller

                	 	
                  Servicer

                	 	
                  Trustee

                	 	
                  Custodian

                	 	
                  Paying
                    Agent

                	 	
                  Master
                    Servicer

                	 	
                  Securities
                    Administrator

                	 
	
                  (iv) accounts
                    maintained as required

                	 	 	 	 	 	
                  X

                	 	 	 	 	 	
                  X

                	 	
                  X

                	 	
                  X

                	 
	
                  (v) accounts
                    at federally insured depository institutions

                	 	 	 	 	 	
                  X

                	 	 	 	 	 	
                  X

                	 	
                  X

                	 	
                  X

                	 
	
                  (vi) unissued
                    checks safeguarded

                	 	 	 	 	 	
                  X

                	 	 	 	 	 	
                  X

                	 	 	 	
                  X

                	 
	
                  (vii) monthly
                    reconciliations of accounts

                	 	 	 	 	 	
                  X

                	 	 	 	 	 	
                  X

                	 	
                  X

                	 	
                  X

                	 
	
                  (3) Investor
                    Remittances and Reporting

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  (i) investor
                    reports

                	 	 	 	 	 	
                  X

                	 	 	 	 	 	 	 	
                  X

                	 	
                  X

                	 
	
                  (ii) remittances

                	 	 	 	 	 	
                  X

                	 	 	 	 	 	
                  X

                	 	 	 	
                  X

                	 
	
                  (iii) proper
                    posting of distributions

                	 	 	 	 	 	
                  X

                	 	 	 	 	 	
                  X

                	 	 	 	
                  X

                	 
	
                  (iv) reconciliation
                    of remittances and payment statements

                	 	 	 	 	 	
                  X

                	 	 	 	 	 	
                  X

                	 	
                  X

                	 	
                  X

                	 
	
                  (4) Pool
                    Asset Administration

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  (i) maintenance
                    of pool collateral

                	 	 	 	 	 	
                  X

                	 	 	 	
                  X

                	 	 	 	 	 	 	 
	
                  (ii) safeguarding
                    of pool assets/documents

                	 	 	 	 	 	
                  X

                	 	 	 	
                  X

                	 	 	 	 	 	 	 
	
                  (iii) additions,
                    removals and substitutions of pool assets

                	 	 	 	
                  X

                	 	
                  X

                	 	 	 	 	 	 	 	 	 	 	 
	
                  (iv) posting
                    and allocation of pool asset payments to pool assets

                	 	 	 	 	 	
                  X

                	 	 	 	 	 	 	 	 	 	 	 
	
                  (v) reconciliation
                    of servicer records

                	 	 	 	 	 	
                  X

                	 	 	 	 	 	 	 	 	 	 	 
	
                  (vi) modifications
                    or other changes to terms of pool assets

                	 	 	 	 	 	
                  X

                	 	 	 	 	 	 	 	 	 	 	 


        

         

        
          
            
            

          

          
            E-2

            
              

            

          

          
            
            

          

        

      

      
        


        
          	
                  Reg.
                    AB Item 1122(d) Servicing Criteria

                	 	
                  Depositor

                	 	
                  Seller

                	 	
                  Servicer

                	 	
                  Trustee

                	 	
                  Custodian

                	 	
                  Paying
                    Agent

                	 	
                  Master
                    Servicer

                	 	
                  Securities
                    Administrator

                	 
	
                  (vii) loss
                    mitigation and recovery actions

                	 	 	 	 	 	
                  X

                	 	 	 	 	 	 	 	 	 	 	 
	
                  (viii)records
                    regarding collection efforts

                	 	 	 	 	 	
                  X

                	 	 	 	 	 	 	 	 	 	 	 
	
                  (ix) adjustments
                    to variable interest rates on pool assets

                	 	 	 	 	 	
                  X

                	 	 	 	 	 	 	 	 	 	 	 
	
                  (x) matters
                    relating to funds held in trust for obligors

                	 	 	 	 	 	
                  X

                	 	 	 	 	 	 	 	 	 	 	 
	
                  (xi) payments
                    made on behalf of obligors (such as for taxes or
                    insurance)

                	 	 	 	 	 	
                  X

                	 	 	 	 	 	 	 	 	 	 	 
	
                  (xii) late
                    payment penalties with respect to payments made on behalf of
                    obligors
                    

                	 	 	 	 	 	
                  X

                	 	 	 	 	 	 	 	 	 	 	 
	
                  (xiii)records
                    with respect to payments made on behalf of obligors

                	 	 	 	 	 	
                  X

                	 	 	 	 	 	 	 	 	 	 	 
	
                  (xiv) recognition
                    and recording of delinquencies, charge-offs and uncollectible
                    accounts

                	 	 	 	 	 	
                  X

                	 	 	 	 	 	 	 	
                  X

                	 	 	 
	
                  (xv) maintenance
                    of external credit enhancement or other support

                	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
                  X

                	 


        

         

        
          
            
            

          

          
            E-3

            
              

            

          

          
            
            

          

        

      

       

      EXHIBIT
        F

      


      MORTGAGE
        LOAN PURCHASE AGREEMENT

       

      
        
          
          

        

        
          F-1

          
            

          

        

        
          
          

        

      

      MORTGAGE
        LOAN PURCHASE AGREEMENT

       

      This
        is a
        Mortgage Loan Purchase Agreement (this “Agreement”), dated January 29, 2007,
        between DB Structured Products, Inc., a Delaware corporation (the “Seller”) and
        ACE Securities Corp., a Delaware corporation (the “Purchaser”).

       

      Preliminary
        Statement

       

      The
        Seller intends to sell the Mortgage Loans (as hereinafter identified) and
        the
        Cap Agreements (as defined herein) to the Purchaser on the terms and subject
        to
        the conditions set forth in this Agreement. The Purchaser intends to deposit
        the
        Mortgage Loans into a mortgage pool comprising the Trust Fund. The Trust
        Fund
        will be evidenced by a single series of mortgage pass-through certificates
        designated as ACE Securities Corp. Home Equity Loan Trust, Series 2007-WM1,
        Asset Backed Pass-Through Certificates (the “Certificates”). The Certificates
        will consist of eighteen classes of certificates. The Certificates will be
        issued pursuant to a Pooling and Servicing Agreement for ACE Securities Corp.
        Home Equity Loan Trust, Series 2007-WM1 Asset Backed Pass-Through Certificates,
        dated as of January 1, 2007 (the “Pooling and Servicing Agreement”), among the
        Purchaser as depositor, Wells Fargo Bank, National Association as master
        servicer (the “Master Servicer”) and securities administrator (the “Securities
        Administrator”), HSBC Bank USA, National Association as trustee (the “Trustee”)
        and Countrywide Home Loans Servicing LP (the “Servicer”). The Purchaser will
        sell the Class A-1 Certificates (the “Class A-1 Certificates”), Class A-2A,
        Class A-2B, Class A-2C and Class A-2D Certificates (collectively, the “Class A-2
        Certificates”; together with the Class A-1 Certificates, the “Class A
        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, Class M-9 and Class M-10 Certificates (collectively,
        the “Mezzanine Certificates”) to Deutsche Bank Securities Inc. (“DBSI”),
        pursuant to the Second Amended and Restated Underwriting Agreement, dated
        as of
        June 24, 1999, as amended and restated to and including January 25, 2006,
        between the Purchaser and DBSI, and the Terms Agreement, dated January 26,
        2007
        (collectively, the “Underwriting Agreement”), between the Purchaser and DBSI.
        Capitalized terms used but not defined herein shall have the meanings set
        forth
        in the Pooling and Servicing Agreement. 

       

      The
        parties hereto agree as follows:

       

      SECTION
        1. Agreement
        to Purchase.
        The
        Seller hereby sells, and the Purchaser hereby purchases, on January 29, 2007
        (the “Closing Date”), certain conventional, one- to four-family, fixed-rate and
        adjustable-rate, residential, first and second lien, residential mortgage
        loans
        (the “Mortgage Loans”), having an aggregate principal balance as of the close of
        business on January 1, 2007 (the “Cut-off Date”) of approximately $853,364,263
        (the “Closing Balance”), after giving effect to all payments due on the Mortgage
        Loans on or before the Cut-off Date, whether or not received, including the
        right to any Prepayment Charges payable by the related Mortgagors in connection
        with any Principal Prepayments on the Mortgage Loans, but excluding the rights
        to the servicing of the Mortgage Loans, which are owned by Countrywide
        Home Loans Servicing LP
        (the
“Servicing Rights”) and (b) all of the Seller’s right, title and interest in and
        to (i) the Cap Agreement between The
        Royal
        Bank of Scotland plc
        and the
        Trustee, as trustee of ACE Securities Corp. Home Equity Loan Trust, Series
        2007-WM1 Asset Backed Pass-Through Certificates dated as of January 29, 2007
        (the “Group I Cap Agreement”), relating to the Class A-1 Certificates and the
        Mezzanine Certificates and (ii) the Cap Agreement between The Royal Bank
        of
        Scotland plc and the Trustee, as trustee of ACE Securities Corp. Home Equity
        Loan Trust, Series 2007-WM1 Asset Backed Pass-Through Certificates, dated
        as of
        January 29, 2007 (the “Group II Cap Agreement”; together with the Group I Cap
        Agreement, the “Cap Agreements”) relating to the Class A-2 Certificates and the
        Mezzanine Certificates.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SECTION
        2. Mortgage
        Loan Schedule.
        The
        Purchaser and the Seller have agreed upon which of the mortgage loans owned
        by
        the Seller are to be purchased by the Purchaser pursuant to this Agreement
        and
        the Seller will prepare or cause to be prepared on or prior to the Closing
        Date
        a final schedule (the “Closing Schedule”) that shall describe such Mortgage
        Loans and set forth all of the Mortgage Loans to be purchased under this
        Agreement, including the Prepayment Charges. The Closing Schedule will conform
        to the requirements set forth in this Agreement and to the definition of
        “Mortgage Loan Schedule” under the Pooling and Servicing Agreement.

       

      SECTION
        3. Consideration.

       

      (a) In
        consideration for the Mortgage Loans and the Cap Agreements to be purchased
        hereunder, the Purchaser shall, as described in Section 8, (i) pay to or
        upon
        the order of the Seller in immediately available funds an amount (the “Purchase
        Price”) equal to (i) $________*
        and (ii)
        a 100% interest in the Class CE, Class P and Class R Certificates (collectively
        the “DB Certificates”). The DB Certificates shall be registered in the name of
“Deutsche Bank Securities Inc.”

       

      (b) The
        Purchaser or any assignee, transferee or designee of the Purchaser shall
        be
        entitled to all scheduled payments of principal due after the Cut-off Date,
        all
        other payments of principal due and collected after the Cut-off Date, and
        all
        payments of interest on the Mortgage Loans allocable to the period after
        the
        Cut-off Date. All scheduled payments of principal and interest due on or
        before
        the Cut-off Date and collected after the Cut-off Date shall belong to the
        Seller.

       

      (c) Pursuant
        to the Pooling and Servicing Agreement, the Purchaser will assign all of
        its
        right, title and interest in and to the Mortgage Loans and the Cap Agreements,
        together with its rights under this Agreement, to the Trustee for the benefit
        of
        the Certificateholders.

       

      SECTION
        4. Transfer
        of the Mortgage Loans.

       

      (a) Possession
        of Mortgage Files.
        The
        Seller does hereby sell to the Purchaser, without recourse but subject to
        the
        terms of this Agreement, all of its right, title and interest in, to and
        under
        the Mortgage Loans, including the related Prepayment Charges and the Cap
        Agreements, but excluding the Servicing Rights. The contents of each Mortgage
        File not delivered to the Purchaser or to any assignee, transferee or designee
        of the Purchaser on or prior to the Closing Date are and shall be held in
        trust
        by the Seller for the benefit of the Purchaser or any assignee, transferee
        or
        designee of the Purchaser. Upon the sale of the Mortgage Loans, the ownership
        of
        each Mortgage Note, the related Mortgage and the other contents of the related
        Mortgage File is vested in the Purchaser and the ownership of all records
        and
        documents with respect to the related Mortgage Loan prepared by or that come
        into the possession of the Seller on or after the Closing Date shall immediately
        vest in the Purchaser and shall be delivered immediately to the Purchaser
        or as
        otherwise directed by the Purchaser.

      
         

        
          
            

          
* Please
          contact the Mortgage Loan Seller for this information.

      

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      (b) Delivery
        of Mortgage Loan Documents.
        The
        Seller will, on or prior to the Closing Date, deliver or cause to be delivered
        to the Purchaser or any assignee, transferee or designee of the Purchaser
        each
        of the following documents for each Mortgage Loan:

       

      (i) the
        original Mortgage Note, including any riders thereto, endorsed in blank,
        with
        all prior and intervening endorsements showing a complete chain of endorsement
        from the originator to the Person so endorsing to the Trustee;

       

      (ii) the
        original Mortgage or a certified copy thereof, including any riders thereto,
        with evidence of recording thereon, and the original recorded power of attorney,
        if the Mortgage was executed pursuant to a power of attorney, with evidence
        of
        recording thereon, and in the case of each MOM Loan, the original Mortgage,
        noting the presence of the MIN of the Loan and either language indicating
        that
        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;

       

      (iii) unless
        such Mortgage Loan is registered on the MERS System, an original Assignment
        of
        Mortgage executed in blank;

       

      (iv) unless
        such Mortgage Loan is a MOM Loan, the original recorded Assignment or
        Assignments of the Mortgage, or a certified copy or copies thereof, showing
        a
        complete chain of assignment from the originator to the last Person assigning
        the Mortgage;

       

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

       

      (vi) the
        original lender’s title insurance policy, together with all endorsements or
        riders that were issued with or subsequent to the issuance of such policy,
        insuring the priority of the Mortgage as a first lien or second lien on the
        Mortgaged Property represented therein as a fee interest vested in the
        Mortgagor;

       

      (vii) the
        original of any guarantee executed in connection with the Mortgage Note,
        if any;
        and

       

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

       

      
        
          
          

        

        
          -3-

          
            

          

        

        
          
          

        

      

       

      Notwithstanding
        anything to the contrary contained in this Section 4, with respect to a maximum
        of approximately 1.00% of the Mortgage Loans, by aggregate principal balance
        of
        the Mortgage Loans as of the Cut-off Date, if any original Mortgage Note
        referred to in Section 4(b)(i) above cannot be located, the obligations of
        the
        Seller to deliver such documents shall be deemed to be satisfied upon delivery
        to the Purchaser or any assignee, transferee or designee of the Purchaser
        of a
        photocopy of such Mortgage Note, if available, with a lost note affidavit
        substantially in the form of Exhibit 1 attached hereto. If any of the original
        Mortgage Notes for which a lost note affidavit was delivered to the Purchaser
        or
        any assignee, transferee or designee of the Purchaser is subsequently located,
        such original Mortgage Note shall be delivered to the Purchaser or any assignee,
        transferee or designee of the Purchaser within three (3) Business Days; and
        if
        any document referred to in Section 4(b)(ii) or 4(b)(iv) above has been
        submitted for recording but either (x) has not been returned from the applicable
        public recording office or (y) has been lost or such public recording office
        has
        retained the original of such document, the obligations of the Seller hereunder
        shall be deemed to have been satisfied upon delivery to the Purchaser or
        any
        assignee, transferee or designee of the Purchaser promptly upon receipt thereof
        by or on behalf of the Seller of either the original or a copy of such document
        certified by the applicable public recording office to be a true and complete
        copy of the original.

       

      In
        the
        event that the original lender’s title insurance policy has not yet been issued,
        the Seller shall deliver to the Purchaser or any assignee, transferee or
        designee of the Purchaser a written commitment or interim binder or preliminary
        report of title issued by the title insurance or escrow company. The Seller
        shall deliver such original title insurance policy to the Purchaser or any
        assignee, transferee or designee of the Purchaser promptly upon receipt by
        the
        Seller, if any.

       

      Each
        original document relating to a Mortgage Loan which is not delivered to the
        Purchaser or its assignee, transferee or designee, if held by the Seller,
        shall
        be so held for the benefit of the Purchaser, its assignee, transferee or
        designee.

       

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

       

      (c) Acceptance
        of Mortgage Loans.
        The
        documents delivered pursuant to Section 4(b) hereof shall be reviewed by
        the
        Purchaser or any assignee, transferee or designee of the Purchaser at any
        time
        before or after the Closing Date (and with respect to each document permitted
        to
        be delivered after the Closing Date, within seven days of its delivery) to
        ascertain that all required documents have been executed and received and
        that
        such documents relate to the Mortgage Loans identified on the Closing
        Schedule.

       

      
        
          
          

        

        
          -4-

          
            

          

        

        
          
          

        

      

       

      (d) Transfer
        of Interest in Agreements.
        The
        Purchaser has the right to assign its interest under this Agreement, in whole
        or
        in part, to the Trustee, as may be required to effect the purposes of the
        Pooling and Servicing Agreement, without the consent of the Seller, and the
        assignee shall succeed to the rights and obligations hereunder of the Purchaser.
        Any expense reasonably incurred by or on behalf of the Purchaser or the Trustee
        in connection with enforcing any obligations of the Seller under this Agreement
        will be promptly reimbursed by the Seller.

       

      (e) Examination
        of Mortgage Files.
        Prior
        to the Closing Date, the Seller shall either (i) deliver in escrow to the
        Purchaser or to any assignee, transferee or designee of the Purchaser for
        examination the Mortgage File pertaining to each Mortgage Loan, or (ii) make
        such Mortgage Files available to the Purchaser or to any assignee, transferee
        or
        designee of the Purchaser for examination. Such examination may be made by
        the
        Purchaser or the Trustee, and their respective designees, upon reasonable
        notice
        to the Seller during normal business hours before the Closing Date and within
        sixty (60) days after the Closing Date.  If any such person makes such
        examination prior to the Closing Date and identifies any Mortgage Loans that
        do
        not conform to the requirements of the Purchaser as described in this Agreement,
        such Mortgage Loans shall be deleted from the Closing Schedule.  The
        Purchaser may, at its option and without notice to the Seller, purchase all
        or
        part of the Mortgage Loans without conducting any partial or complete
        examination.  The fact that the Purchaser or any person has conducted
        or has failed to conduct any partial or complete examination of the Mortgage
        Files shall not affect the rights of the Purchaser or any assignee, transferee
        or designee of the Purchaser to demand repurchase or other relief as provided
        herein or under the Pooling and Servicing Agreement.

       

      SECTION
        5. Representations,
        Warranties and Covenants of the Seller.

       

      The
        Seller hereby represents and warrants to the Purchaser, as of the date hereof
        and as of the Closing Date, and covenants, that:

       

      (i) The
        Seller is a Delaware corporation with full corporate power and authority
        to
        conduct its business as presently conducted by it to the extent material
        to the
        consummation of the transactions contemplated herein. The Agreement has been
        duly authorized, executed and delivered by the Seller. The Seller had the
        full
        corporate power and authority to own the Mortgage Loans and to transfer and
        convey the Mortgage Loans to the Purchaser and has the full corporate power
        and
        authority to execute and deliver, engage in the transactions contemplated
        by,
        and perform and observe the terms and conditions of this Agreement;

       

      (ii) The
        Seller has duly authorized the execution, delivery and performance of this
        Agreement, has duly executed and delivered this Agreement, and this Agreement,
        assuming due authorization, execution and delivery by the Purchaser, constitutes
        a legal, valid and binding obligation of the Seller, enforceable against
        it in
        accordance with its terms except as the enforceability thereof may be limited
        by
        bankruptcy, insolvency or reorganization or by general principles of
        equity;

       

      
        
          
          

        

        
          -5-

          
            

          

        

        
          
          

        

      

       

      (iii) The
        execution, delivery and performance of this Agreement by the Seller (x) does
        not
        conflict and will not conflict with, does not breach and will not result
        in a
        breach of and does not constitute and will not constitute a default (or an
        event, which with notice or lapse of time or both, would constitute a default)
        under (A) any terms or provisions of the organizational documents of the
        Seller,
        (B) any term or provision of any material agreement, contract, instrument
        or
        indenture, to which the Seller is a party or by which the Seller or any of
        its
        property is bound, or (C) any law, rule, regulation, order, judgment, writ,
        injunction or decree of any court or governmental authority having jurisdiction
        over the Seller or any of its property and (y) does not create or impose
        and
        will not result in the creation or imposition of any lien, charge or encumbrance
        (other than any created hereby in favor of the Purchaser and its assignees)
        which would have a material adverse effect upon the Mortgage Loans or any
        documents or instruments evidencing or securing the Mortgage Loans;

       

      (iv) No
        consent, approval, authorization or order of, registration or filing with,
        or
        notice on behalf of the Seller to any governmental authority or court is
        required, under federal laws or the laws of the State of New York, for the
        execution, delivery and performance by the Seller of, or compliance by the
        Seller with, this Agreement or the consummation by the Seller of any other
        transaction contemplated hereby and by the Pooling and Servicing Agreement;
        provided, however, that the Seller makes no representation or warranty regarding
        federal or state securities laws in connection with the sale or distribution
        of
        the Certificates;

       

      (v) The
        Seller is not in violation of, and the execution and delivery of this Agreement
        by the Seller and its performance and compliance with the terms of this
        Agreement will not constitute a violation with respect to, any order or decree
        of any court or any order or regulation of any federal, state, municipal
        or
        governmental agency having jurisdiction over the Seller or its assets, which
        violation might have consequences that would materially and adversely affect
        the
        condition (financial or otherwise) or the operation of the Seller or its
        assets
        or might have consequences that would materially and adversely affect the
        performance of its obligations and duties hereunder;

       

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

       

      (vii) Immediately
        prior to the sale of the Mortgage Loans to the Purchaser as herein contemplated,
        the Seller was the owner of the related Mortgage and the indebtedness evidenced
        by the related Mortgage Note, and, upon the payment to the Seller of the
        Purchase Price, in the event that the Seller retains or has retained record
        title, the Seller shall retain such record title to each Mortgage, each related
        Mortgage Note and the related Mortgage Files with respect thereto in trust
        for
        the Purchaser as the owner thereof from and after the date hereof;

       

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

       

      
        
          
          

        

        
          -6-

          
            

          

        

        
          
          

        

      

       

      (ix) The
        consummation of the transactions contemplated by this Agreement are in the
        ordinary course of business of the Seller, and the transfer, assignment and
        conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant
        to
        this Agreement are not subject to the bulk transfer or any similar statutory
        provisions in effect in any relevant jurisdiction, except any as may have
        been
        complied with;

       

      (x) The
        Seller has not dealt with any broker, investment banker, agent or other person,
        except for the Purchaser or any of its affiliates, that may be entitled to
        any
        commission or compensation in connection with the sale of the Mortgage Loans
        (except that an entity that previously financed the Seller’s ownership of the
        Mortgage Loans may be entitled to a fee to release its security interest
        in the
        Mortgage Loans, which fee shall have been paid and which security interest
        shall
        have been released on or prior to the Closing Date);

       

      (xi) There
        is
        no litigation currently pending or, to the best of the Seller’s knowledge
        without independent investigation, threatened against the Seller that would
        reasonably be expected to adversely affect the transfer of the Mortgage Loans,
        the issuance of the Certificates or the execution, delivery, performance
        or
        enforceability of this Agreement, or that would result in a material adverse
        change in the financial condition of the Seller; and

       

      (xii) The
        information set forth in the applicable part of the Closing Schedule relating
        to
        the existence of a Prepayment Charge is complete, true and correct in all
        material respects at the date or dates respecting which such information
        is
        furnished and each Prepayment Charge is permissible and enforceable in
        accordance with its terms upon the mortgagor’s full and voluntary principal
        prepayment under applicable law, except to the extent that: (1) the
        enforceability thereof may be limited by bankruptcy, insolvency, moratorium,
        receivership and other similar laws relating to creditors’ rights; (2) the
        collectability thereof may be limited due to acceleration in connection with
        a
        foreclosure or other involuntary prepayment; or (3) subsequent changes in
        applicable law may limit or prohibit enforceability thereof under applicable
        law.

       

      SECTION
        6. Representations
        and Warranties of the Seller Relating to the Mortgage Loans.

       

      The
        Seller hereby represents and warrants to the Purchaser that as to each Mortgage
        Loan as of the Closing Date:

       

      (i) Information
        provided to the Rating Agencies, including the loan level detail, is true
        and
        correct according to the Rating Agency requirements;

       

      (ii) No
        error,
        omission, misrepresentation, fraud or similar occurrence with respect to
        a
        Mortgage Loan has taken place on the part of any person involved in the
        origination of the Mortgage Loan, including without limitation, the Mortgagor,
        any appraiser, any builder or developer, or any other party involved in the
        origination of the Mortgage Loan or in the application of any insurance in
        relation to such Mortgage Loan;

       

      
        
          
          

        

        
          -7-

          
            

          

        

        
          
          

        

      

       

      (iii) Except
        as
        set forth on the Closing Schedule, all payments required to be made prior
        to the
        Cut-off Date with respect to each Mortgage Loan have been made;

       

      (iv) [Reserved];

       

      (v) There
        are
        no delinquent taxes, assessment liens or insurance premiums affecting the
        related Mortgaged Property;

       

      (vi) The
        terms
        of the Mortgage Note and the Mortgage have not been materially impaired,
        waived,
        altered or modified in any respect, except by written instruments, recorded
        in
        the applicable public recording office if necessary to maintain the lien
        priority of the Mortgage. The substance of any such waiver, alteration or
        modification has been approved by the title insurer, to the extent required
        by
        the related policy. No Mortgagor has been released, in whole or in part,
        except
        in connection with an assumption agreement (approved by the title insurer
        to the
        extent required by the policy) and which assumption agreement has been delivered
        to the Trustee;

       

      (vii) The
        Mortgaged Property is insured against loss by fire and hazards of extended
        coverage (excluding earthquake insurance) in an amount which is at least
        equal
        to the lesser of (i) the amount necessary to compensate for any damage or
        loss
        to the improvements which are a part of such property on a replacement cost
        basis or (ii) the outstanding principal balance of the Mortgage Loan. If
        the
        Mortgaged Property is in an area identified on a flood hazard map or flood
        insurance rate map issued by the Federal Emergency Management Agency as having
        special flood hazards (and such flood insurance has been made available),
        a
        flood insurance policy meeting the requirements of the current guidelines
        of the
        Federal Insurance Administration is in effect. All such insurance policies
        contain a standard mortgagee clause naming the originator of the Mortgage
        Loan,
        its successors and assigns as mortgagee and the Seller has not engaged in
        any
        act or omission which would impair the coverage of any such insurance policies.
        Except as may be limited by applicable law, the Mortgage obligates the Mortgagor
        thereunder to maintain all such insurance at the Mortgagor’s cost and expense,
        and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage
        to maintain such insurance at Mortgagor’s cost and expense and to seek
        reimbursement therefor from the Mortgagor;

       

      (viii) Each
        Mortgage Loan and the related Prepayment Charge, if any, complied in all
        material respects with any and all requirements of any federal, state or
        local
        law including, without limitation, usury, truth in lending, anti-predatory
        lending, real estate settlement procedures, consumer credit protection, equal
        credit opportunity, fair housing or disclosure laws applicable to the
        origination and servicing of the Mortgage Loans and the consummation of the
        transactions contemplated hereby will not involve the violation of any such
        laws;

       

      (ix) The
        Mortgage has not been satisfied, cancelled, subordinated (other than with
        respect to second lien Mortgage Loans, the subordination to the first lien)
        or
        rescinded, in whole or in part, and the Mortgaged Property has not been released
        from the lien of the Mortgage, in whole or in part, nor has any instrument
        been
        executed that would effect any such satisfaction, cancellation, subordination,
        rescission or release;

       

      
        
          
          

        

        
          -8-

          
            

          

        

        
          
          

        

      

       

      (x) The
        Mortgage Note and the related Mortgage are genuine and each is the legal,
        valid
        and binding obligation of the maker thereof, insured under the related title
        policy, and enforceable in accordance with its terms, except to the extent
        that
        the enforceability thereof may be limited by a bankruptcy, insolvency or
        reorganization;

       

      (xi) The
        Mortgage Note and the related Mortgage are genuine and each is the legal,
        valid
        and binding obligation of the maker thereof, enforceable in accordance with
        its
        terms, subject to bankruptcy, insolvency, moratorium, receivership and other
        similar laws relating to creditors’ rights generally;

       

      (xii) The
        Seller is the sole legal, beneficial and equitable owner of the Mortgage
        Note
        and the Mortgage and has the full right to convey, transfer and sell the
        Mortgage Loan to the Purchaser free and clear of any encumbrance, equity,
        lien
        (other than with respect to second lien Mortgage Loans, the subordination
        to the
        related first lien), pledge, charge, claim or security interest and immediately
        upon the sale, assignment and endorsement of the Mortgage Loans from the
        Seller
        to the Purchaser, the Purchaser shall have good and indefeasible title to
        and be
        the sole legal owner of the Mortgage Loans subject only to any encumbrance,
        equity, lien, pledge, charge, claim or security interest arising out of the
        Purchaser’s actions;

       

      (xiii) Unless
        the Mortgaged Property is located in the State of Iowa and an attorney’s
        certificate and/or a certificate of title guaranty has been obtained, each
        Mortgage Loan is covered by a valid and binding American Land Title Association
        lender’s title insurance policy issued by a title insurer qualified to do
        business in the jurisdiction where the Mortgaged Property is located. No
        claims
        have been filed under such lender’s title insurance policy, and the Seller has
        not done, by act or omission, anything that would impair the coverage of
        the
        lender’s title insurance policy;

       

      (xiv) There
        is
        no material default, breach, violation event or event of acceleration existing
        under the Mortgage or the Mortgage Note and no event which, with the passage
        of
        time or with notice and the expiration of any grace or cure period, would
        constitute a material default, breach, violation or event of acceleration,
        and
        the Seller has not, nor has its predecessors, waived any material default,
        breach, violation or event of acceleration;

       

      (xv) There
        are
        no mechanics’ or similar liens or claims which have been filed for work, labor
        or material provided to the related Mortgaged Property prior to the origination
        of the Mortgage Loan which are or may be liens prior to, or equal or coordinate
        with, the lien of the related Mortgage, except as may be disclosed in the
        related title policy;

       

      (xvi) Except
        with respect to approximately 8.30% of the Group I Mortgage Loans and 17.48%
        of
        the Group II Mortgage Loans by aggregate principal balance as of the Cut-off
        Date, which are interest-only loans and approximately 34.93% of the Group
        I
        Mortgage Loans and 40.03% of the Group II Mortgage Loans by aggregate principal
        balance as of the Cut-off Date, which are balloon loans, each Mortgage Note
        is
        payable on the first day of each month in equal monthly installments of
        principal and interest (subject to adjustment in the case of the adjustable
        rate
        Mortgage Loans), with interest calculated on a 30/360 basis and payable in
        arrears, sufficient to amortize the Mortgage Loan fully by the stated maturity
        date over an original term from commencement of amortization to not more
        than 30
        years and no Mortgage Loan permits negative amortization;

       

      
        
          
          

        

        
          -9-

          
            

          

        

        
          
          

        

      

       

      (xvii) The
        servicing practices used in connection with the servicing of the Mortgage
        Loans
        have been in all respects reasonable and customary in the mortgage servicing
        industry of like mortgage loan servicers, servicing similar subprime mortgage
        loans originated in the same jurisdiction as the Mortgaged
        Property;

       

      (xviii) At
        the
        time of origination of the Mortgage Loan there was no proceeding pending
        for the
        total or partial condemnation of the Mortgaged Property and, as of the date
        such
        Mortgage Loan was purchased by the Purchaser, to the best of the Purchaser’s
        knowledge there is no proceeding pending for the total or partial condemnation
        of the Mortgaged Property;

       

      (xix) The
        Mortgage and related Mortgage Note contain customary and enforceable provisions
        such as to render the rights and remedies of the holder thereof adequate
        for the
        realization against the Mortgaged Property of the benefits of the security
        provided thereby, including, (a) in the case of a Mortgage designated as
        a deed
        of trust, by trustee’s sale, and (b) otherwise by judicial
        foreclosure;

       

      (xx) The
        Mortgage Note is not and has not been secured by any collateral except the
        lien
        of the related Mortgage referred to in subsection (x) above;

       

      (xxi) In
        the
        event the Mortgage constitutes a deed of trust, a trustee, duly qualified
        under
        applicable law to serve as such, has been properly designated and currently
        so
        serves and is named in the Mortgage, and no fees or expenses are or will
        become
        payable by the Seller to the trustee under the deed of trust, except in
        connection with a trustee’s sale after default by the Mortgagor;

       

      (xxii) The
        Mortgage Note and the Mortgage are not subject to any right of rescission,
        set-off, counterclaim or defense, including the defense of usury, nor will
        the
        operation of any of the terms of the Mortgage Note and/or the Mortgage, or
        the
        exercise of any right thereunder, render the Mortgage Note or the Mortgage
        unenforceable, in whole or in part, or subject to any right of rescission,
        set-off, counterclaim or defense, including the defense of usury and no such
        right of rescission, set-off, counterclaim or defense has been asserted with
        respect thereto, subject to bankruptcy, insolvency, moratorium, receivership
        and
        other similar laws relating to creditors’ rights generally;

       

      (xxiii) The
        Mortgage Loans were underwritten in accordance with the originator’s
        underwriting guidelines in effect at the time the Mortgage Loans were originated
        (the “Applicable Underwriting Guidelines”), except with respect to certain of
        those Mortgage Loans which had compensating factors permitting a deviation
        from
        the Applicable Underwriting Guidelines;

       

      
        
          
          

        

        
          -10-

          
            

          

        

        
          
          

        

      

       

      (xxiv) The
        Mortgaged Property is free of material damage and waste, excepting therefrom
        any
        Mortgage Loan subject to an escrow withhold as shown on the Closing
        Schedule;

       

      (xxv) All
        of
        the improvements which were included in determining the appraised value of
        the
        Mortgaged Property lie wholly within the Mortgaged Property’s boundary lines and
        no improvements on adjoining properties encroach upon the Mortgaged Property,
        excepting therefrom: (i) any encroachment insured against in the lender’s title
        insurance policy identified in subsection (xiii), (ii) any encroachment
        generally acceptable to subprime mortgage loan originators doing business
        in the
        same jurisdiction as the Mortgaged Property, and (iii) any encroachment which
        does not materially interfere with the benefits of the security intended
        to be
        provided by such Mortgage;

       

      (xxvi) All
        parties to the Mortgage Note had the legal capacity to execute the Mortgage
        Note
        and the Mortgage, and the Mortgage Note and the Mortgage have been duly executed
        by such parties;

       

      (xxvii) To
        the
        best of the Seller’s knowledge, at the time of origination of the Mortgage Loan,
        no appraised improvement located on or being part of the Mortgaged Property
        was
        in violation of any applicable zoning law or regulation and all inspections,
        licenses and certificates required in connection with the origination of
        any
        Mortgage Loan with respect to the occupancy of the Mortgaged Property, have
        been
        made or obtained from the appropriate authorities;

       

      (xxviii) No
        Mortgagor has notified the Seller of any relief requested or allowed under
        the
        Servicemembers Civil Relief Act;

       

      (xxix) All
        parties which have held an interest in the Mortgage Loan are (or during the
        period in which they held and disposed of such interest, were) (1) in compliance
        with any and all applicable licensing requirements of the state wherein the
        Mortgaged Property is located, (2) organized under the laws of such state,
        (3)
        qualified to do business in such state, (4) a federal savings and loan
        association or national bank, (5) not doing business in such state, or (6)
        exempt from the applicable licensing requirements of such state;

       

      (xxx) The
        Mortgage File contains an appraisal of the related Mortgaged Property which
        was
        made prior to the approval of the Mortgage Loan by a qualified appraiser,
        duly
        appointed by the related originator and was made in accordance with the
        Financial Institutions Reform, Recovery, and Enforcement Act of
        1989;

       

      (xxxi) Except
        as
        may otherwise be limited by applicable law, the Mortgage contains a provision
        for the acceleration of the payment of the unpaid principal balance of the
        Mortgage Loan in the event that the Mortgaged Property is sold or transferred
        without the prior written consent of the Mortgagee thereunder;

       

      (xxxii) The
        Mortgage Loan does not contain any provision which would constitute a “buydown”
provision and pursuant to which Monthly Payments are paid or partially paid
        with
        funds deposited in a separate account established by the related originator,
        the
        Mortgagor or anyone on behalf of the Mortgagor, or paid by any source other
        than
        the Mortgagor. The Mortgage Loan is not a “graduated payment mortgage loan” and
        the Mortgage loan does not have a shared appreciation or other contingent
        interest feature;

       

      
        
          
          

        

        
          -11-

          
            

          

        

        
          
          

        

      

       

      (xxxiii) To
        the
        best of the Seller’s knowledge there is no action or proceeding directly
        involving the Mortgaged Property presently pending in which compliance with
        any
        environmental law, rule or regulation is at issue and the Seller has received
        no
        notice of any condition at the Mortgaged Property which is reasonably likely
        to
        give rise to an action or proceeding in which compliance with any environmental
        law, rule or regulation is at issue;

       

      (xxxiv) Each
        Mortgage Loan is an obligation which is principally secured by an interest
        in
        real property within the meaning of Treasury Regulation section
        1.860G-2(a);

       

      (xxxv) Each
        Mortgage Loan (a) is directly secured by a first or second lien on, and consists
        of a single parcel of, real property with a detached one-to-four family
        residence erected thereon or an individual condominium unit in a condominium
        project. Any unit in a condominium project conforms to the requirements of
        the
        Applicable Underwriting Guidelines regarding such dwellings. No residence
        or
        dwelling is a mobile home or a manufactured dwelling unless it is a manufactured
        dwelling, which is permanently affixed to a foundation and treated as “real
        estate” under applicable law. No Mortgaged Property is used for commercial
        purposes. Mortgaged Properties which contain a home office shall not be
        considered as being used for commercial purposes as long as the Mortgaged
        Property has not been altered for commercial purposes and is not storing
        any
        chemicals or raw materials other than those commonly used for homeowner repair,
        maintenance and/or household purposes;

       

      (xxxvi) The
        Mortgage Interest Rate with respect to the Adjustable Rate Mortgage Loans
        is
        subject to adjustment at the time and in the amounts as are set forth in
        the
        related Mortgage Note;

       

      (xxxvii) No
        Mortgage Loan contains a provision whereby the Mortgagor can convert an
        Adjustable Rate Mortgage Loan into a Fixed Rate Mortgage Loan;

       

      (xxxviii) 
        With
        respect to each Group I Mortgage Loan, no Mortgagor obtained a prepaid
        single-premium credit-life, credit-disability, credit unemployment or credit
        property insurance policy in connection with the origination of such Group
        I
        Mortgage Loan;

       

      (xxxix) With
        respect to each Group I Mortgage Loan that has a prepayment penalty feature,
        each such prepayment penalty is enforceable and will be enforced by the
        originator, as servicer of the Group I Mortgage Loan, for the benefit of
        the
        Purchaser, and each prepayment penalty is permitted pursuant to federal,
        state
        and local law. Each such prepayment penalty is in an amount equal to the
        maximum
        amount permitted under applicable law and no such prepayment penalty may
        be
        imposed for a term in excess of three (3) years. With respect to any Group
        I
        Mortgage Loan that contains a provision permitting imposition of a prepayment
        penalty upon a prepayment prior to maturity: (i) prior to the loan’s
        origination, the Mortgagor agreed to such prepayment penalty in exchange
        for a
        monetary benefit, including but not limited to a rate or fee reduction, (ii)
        originator has available programs that offered the option of obtaining a
        mortgage loan that did not require payment of such a prepayment penalty and
        prior to the Mortgage Loan’s origination, the Mortgage Loan was available to the
        Mortgagor with and without the prepayment penalty, (iii) the prepayment penalty
        was disclosed to the Mortgagor in the loan documents pursuant to applicable
        state and federal law, and (iv) notwithstanding the
        terms
        of the Group I Mortgage Loan or any
        state
        or federal law to the contrary, the servicer will not impose such prepayment
        penalty in any instance when the mortgage debt is accelerated as the result
        of
        the Mortgagor’s default in making the loan payments;

       

      
        
          
          

        

        
          -12-

          
            

          

        

        
          
          

        

      

       

      (xl) No
        Mortgage Loan is (a) subject to, covered by or in violation of the provisions
        of
        the Home Ownership and Equity Protection Act of 1994, as amended (“HOEPA”), or
        has an “annual percentage rate” or “total points and fees” payable by the
        Mortgagor (as each such term is defined under HOEPA) that equal or exceed
        the
        applicable thresholds defined under HOEPA (Section 32 of Regulation Z, 12
        C.F.R.
        Section 226.32(a)(1)(i) and (ii)), (b) a “high cost”, “covered” (except with
        respect to purchase money “covered loans” under the New Jersey Home Ownership
        Security Act of 2002), “abusive”, “predatory”, “home loan”, “Oklahoma Section
        10” or “high risk” mortgage loan (or a similarly designated loan using different
        terminology) under any federal, state or local law, including without
        limitation, the provisions of the Georgia Fair Lending Act, New York Banking
        Law, Section 6-1, the Arkansas Home Loan Protection Act, effective as of
        June
        14, 2003, Kentucky State Statute KRS 360.100, effective as of June 25, 2003,
        the
        New Jersey Home Ownership Security Act of 2002 (the “NJ Act”), the New Mexico
        Home Loan Protection Act (N.M. Stat. Ann. §§ 58-21A-1 et seq.), the Illinois
        High-Risk Home Loan Act (815 Ill. Comp. Stat. 137/1 et seq.), the Oklahoma
        Home
        Ownership and Equity Protection Act, Nevada Assembly Bill No. 284, effective
        as
        of Oct. 1, 2003, the Minnesota Residential Mortgage Originator and Servicer
        Licensing Act (MN Stat. §58.137), the South Carolina High-Cost and Consumer Home
        Loans Act, effective January 1, 2004, the Massachusetts Predatory Home Loan
        Practices Act, effective November 7, 2004 (Mass. Ann. Laws Ch. 183C) or any
        other statute or regulation providing assignee liability to holders of such
        mortgage loans, or (c) subject to or in violation of any such or comparable
        federal, state or local statutes or regulations;

       

      (xli) No
        Mortgage Loan originated or modified on or after October 1, 2002 and prior
        to
        March 7, 2003 is secured by a Mortgaged Property located in the State of
        Georgia. There is no such Mortgage Loan underlying the Certificate that was
        originated on or after March 7, 2003, which is a “high cost home loan” as
        defined under the Georgia Fair Lending Act;

       

      (xlii) [Reserved];

       

      (xliii) [Reserved];

       

      (xliv) There
        is
        no Mortgage Loan that (a) is secured by property located in the State of
        Kentucky; (b) was originated on or after June 24, 2003, and (c) which is
        a “high
        cost home loan” as defined under Kentucky State Statute KRS 360.100, effective
        as of June 24, 2003;

       

      (xlv) There
        is
        no Mortgage Loan that (a) is secured by property located in the State of
        Arkansas, (b) has a note date on or after July 16, 2003, and (c) which is
        a
“high cost home loan” as defined under the Arkansas Home Loan Protection Act,
        effective as of July 16, 2003;

       

      
        
          
          

        

        
          -13-

          
            

          

        

        
          
          

        

      

       

      (xlvi) The
        Servicer for each Group I Mortgage Loan has fully furnished, and will fully
        furnish, in accordance with the Fair Credit Reporting Act and its implementing
        regulations, accurate and complete information (i.e., favorable and unfavorable)
        on its Mortgagor credit files to Equifax, Experian, and Trans Union Credit
        Information Company (three of the credit repositories), on a monthly
        basis;

       

      (xlvii) The
        original principal balance of each Group I Mortgage Loan which is secured
        by a
        first or second lien on the related Mortgaged Property is within Freddie
        Mac’s
        dollar amount limits for conforming one-to-four family mortgage loans;


       

      (xlviii) No
        Mortgage Loan is a “High-Cost Home Loan” as defined in the New Jersey Home
        Ownership Act effective November 27, 2003 (N.J.S.A. 46:10B-22 et seq.);


       

      (xlix) No
        Mortgage Loan is a “High-Cost Home Loan” as defined in the New Mexico Home Loan
        Protection Act effective January 1, 2004 (N.M. Stat. Ann. §§ 58-21A-1 et
        seq.);

       

      (l) No
        Mortgage Loan is a “High-Risk Home Loan” as defined in the Illinois High-Risk
        Home Loan Act effective January 1, 2004 (815 Ill. Comp. Stat. 137/1 et
        seq.);

       

      (li) [Reserved];

       

      (lii) [Reserved];

       

      (liii) No
        Mortgage Loan is a “High Cost” loan as defined under the New York Banking Law
        Section 6L, effective as of April 1, 2003;

       

      (liv) No
        Mortgage Loan is a “home loan” in the state of Nevada; 

       

      (lv) No
        Mortgage Loan is a “Section 10 mortgage loan” as defined in Oklahoma House Bill
        1574;

       

      (lvi) With
        respect to any Group I Mortgage Loan originated on or after August 1, 2004,
        neither the related Mortgage nor the related Mortgage Note requires the
        Mortgagor to submit to arbitration to resolve any dispute arising out of
        or
        relating in any way to the Mortgage Loan transaction;

       

      (lvii) No
        Mortgage Loan 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, Appendix E (attached hereto as Exhibit 2)) and
        no
        Mortgage Loan originated or modified on or after October 1, 2002 and prior
        to
        March 7, 2003 is secured by a Mortgaged Property located in the State of
        Georgia;

       

      
        
          
          

        

        
          -14-

          
            

          

        

        
          
          

        

      

       

      (lviii) No
        Mortgage Loan is a “High-Cost Home Mortgage Loan” as defined in the
        Massachusetts Predatory Home Loan Practices Act, effective November 7, 2004
        (Mass. Ann. Laws Ch. 183C);

       

      (lix) [Reserved];

       

      (lx) [Reserved];

       

      (lxi) The
        methodology used in underwriting the extension of credit for each Group I
        Mortgage Loan employs objective mathematical principles which relate the
        Mortgagor’s income, assets and liabilities to the proposed payment and such
        underwriting methodology does not rely on the extent of the Mortgagor’s equity
        in the collateral as the principal determining factor in approving such credit
        extension. Such underwriting methodology confirmed that at the time of
        origination (application/approval) the Mortgagor had a reasonable ability
        to
        make timely payments on the Group I Mortgage Loan;

       

      (lxii) [Reserved];

       

      (lxiii) [Reserved];

       

      (lxiv) With
        respect to any Group I Mortgage Loans that are manufactured housing, upon
        the
        origination of each such Group I Mortgage Loan the manufactured housing unit
        either: (i) will be the principal residence of the Mortgagor or (ii) will
        be
        classified as real property under applicable state law; 

       

      (lxv) [Reserved];

       

      (lxvi) With
        respect to any Mortgage Loan that is secured by a second lien on the related
        Mortgaged Property, either (i) no consent for the Mortgage Loan is required
        by
        the holder of any related senior lien or (ii) such consent has been obtained
        and
        is contained in the Mortgage File;

       

      (lxvii) Each
        Mortgagor of a Group I Mortgage Loan was assigned the highest credit grade
        available with respect to a mortgage loan product offered by such Group I
        Mortgage Loan’s originator, taking into account credit history, debt to income
        ratio and loan requirements of such Mortgagor of such Group I Mortgage
        Loan;

       

      (lxviii) With
        respect to a Mortgage Loan which is a second lien, as of the date hereof,
        the
        Seller has not received a notice of default of a senior lien on the related
        Mortgaged Property which has not been cured;

       

      (lxix) With
        respect to a Group I Mortgage Loan which is a second lien, (a) such second
        lien
        Group I Mortgage Loan is secured by a one- to four-family residence that
        is the
        principal residence of the Mortgagor, (b) the origination amount for such
        second
        lien Group I Mortgage Loan did not exceed one-half of the one-unit limitation
        set forth by Freddie Mac for first lien mortgage loans, without regard to
        the
        number of units, and (c) the aggregate original principal balance for the
        first
        lien and the second lien mortgage Loan do not exceed Freddie Mac’s applicable
        loan limits for first lien mortgage loans for properties of the same type
        as the
        related Mortgaged Property;

       

      
        
          
          

        

        
          -15-

          
            

          

        

        
          
          

        

      

       

      (lxx) No
        Mortgagor under a
        Group I
        Mortgage Loan was charged “points and fees” in an amount greater than
(a)
        $1,000 or (b) 5%
        of the
        principal amount of such
        Group I
        Mortgage Loan, whichever is greater. 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 percent of the loan amount;

       

      (lxxi) No
        selection procedures were used by the Seller that identified the Mortgage
        Loans
        as being less desirable or valuable than other comparable mortgage loans
        in the
        Seller’s portfolio;

       

      (lxxii) The
        information set forth in the Closing Schedule is true and correct in all
        material respects as of the Cut-off Date; 

       

      (lxxiii) No
        Mortgage Loan is secured in whole or in part by the interest of the Mortgagor
        as
        a lessee under a ground lease of the related Mortgaged Property; 

       

      (lxxiv) With
        respect to each first lien Mortgage Loan, the related Mortgage File contains
        an
        appraisal on Form 1004 or 2055, and with respect to each second lien Mortgage
        Loan, the related Mortgage File contains an appraisal on form 704, 2065 or
        2055
        with an exterior only inspection; and

       

      (lxxv) No
        Group
        I Mortgage Loan is a Seasoned Mortgage Loan. Seasoned Mortgage Loan, as used
        herein, shall mean a Mortgage Loan for which the related Mortgage Note is
        dated
        more than 1 year before the date of issuance of the Certificates.

       

      SECTION
        7. Repurchase
        Obligation for Defective Documentation and for Breach of Representation and
        Warranty.

       

      (a) The
        representations and warranties contained in Section 6 shall not be impaired
        by
        any review and examination of loan files or other documents evidencing or
        relating to the Mortgage Loans or any failure on the part of the Seller or
        the
        Purchaser to review or examine such documents and shall inure to the benefit
        of
        any assignee, transferee or designee of the Purchaser, including the Trustee
        for
        the benefit of the Certificateholders. With respect to the representations
        and
        warranties contained herein as to which the Seller has no knowledge, if it
        is
        discovered that the substance of any such representation and warranty was
        inaccurate as of the date such representation and warranty was made or deemed
        to
        be made, and such inaccuracy materially and adversely affects the value of
        the
        related Mortgage Loan or the interest therein of the Purchaser or the
        Purchaser’s assignee, transferee or designee, then notwithstanding the lack of
        knowledge by the Seller with respect to the substance of such representation
        and
        warranty being inaccurate at the time the representation and warranty was
        made,
        the Seller shall take such action described in the following paragraph in
        respect of such Mortgage Loan. Notwithstanding anything to the contrary
        contained herein, any breach of a representation or warranty contained in
        clauses (viii), (xxxviii), (xxxix), (xl), (xli), (xlvi), (xlvii), (lvi),
        (lxi),
        (lxiv), (lxvii), (lxix), (lxx) and/or (lxxv) of Section 6 above, shall be
        automatically deemed to affect materially and adversely the interests of
        the
        Purchaser or the Purchaser’s assignee, transferee or designee.

       

      
        
          
          

        

        
          -16-

          
            

          

        

        
          
          

        

      

       

      Upon
        discovery by the Seller, the Purchaser or any assignee, transferee or designee
        of the Purchaser of any materially defective document in, or that any material
        document was not transferred by the Seller, as listed on a Custodian’s
        preliminary exception report, as described in the Custodial Agreement, as
        part
        of any Mortgage File, or of a breach of any of the representations and
        warranties contained in Section 6 that materially and adversely affects the
        value of any Mortgage Loan or the interest therein of the Purchaser or the
        Purchaser’s assignee, transferee or designee, the party discovering such breach
        shall give prompt written notice to the Seller. Within sixty (60) days of
        its
        discovery or its receipt of notice of any such missing documentation that
        was
        not transferred by the Seller as described above, or of materially defective
        documentation, or any such breach of a representation and warranty, the Seller
        promptly shall deliver such missing document or cure such defect or breach
        in
        all material respects or, in the event the Seller cannot deliver such missing
        document or cannot cure such defect or breach, the Seller shall, within ninety
        (90) days of its discovery or receipt of notice of any such missing or
        materially defective documentation or of any such breach of a representation
        and
        warranty, either (i) repurchase the affected Mortgage Loan at the Purchase
        Price
        (as such term is defined in the Pooling and Servicing Agreement) or (ii)
        pursuant to the provisions of the Pooling and Servicing Agreement, cause
        the
        removal of such Mortgage Loan from the Trust Fund and substitute one or more
        Qualified Substitute Mortgage Loans. The Seller shall amend the Closing Schedule
        to reflect the withdrawal of such Mortgage Loan from the terms of this Agreement
        and the Pooling and Servicing Agreement. The Seller shall deliver to the
        Purchaser such amended Closing Schedule and shall deliver such other documents
        as are required by this Agreement or the Pooling and Servicing Agreement
        within
        five (5) days of any such amendment. Any repurchase pursuant to this Section
        7(a) shall be accomplished by transfer to an account designated by the Purchaser
        of the amount of the Purchase Price in accordance with Section 2.03 of the
        Pooling and Servicing Agreement. Any repurchase required by this Section
        shall
        be made in a manner consistent with Section 2.03 of the Pooling and Servicing
        Agreement.

       

      (b) If
        the
        representation made by the Seller in Section 5(xii) is breached, the Seller
        shall not have the right or obligation to cure, substitute or repurchase
        the
        affected Mortgage Loan but shall remit to the Servicer for deposit in the
        Collection Account, prior to the next succeeding Servicer Remittance Date,
        the
        amount of the Prepayment Charge indicated on the applicable part of the Closing
        Schedule to be due from the Mortgagor in the circumstances less any amount
        collected and remitted to the Servicer for deposit into the Collection
        Account.

       

      (c) It
        is
        understood and agreed that the obligations of the Seller set forth in this
        Section 7 to cure or repurchase a defective Mortgage Loan (and to make payments
        pursuant to Section 7(b)) constitute the sole remedies of the Purchaser against
        the Seller respecting a missing document or a breach of the representations
        and
        warranties contained in Section 5(xii) or Section 6.

       

      
        
          
          

        

        
          -17-

          
            

          

        

        
          
          

        

      

       

      SECTION
        8. Closing;
        Payment for the Mortgage Loans. The
        closing of the purchase and sale of the Mortgage Loans and the Cap Agreements,
        shall be held at the New York City office of Thacher Proffitt & Wood
llp
        at 10:00
        a.m. New York City time on the Closing Date.

       

      The
        closing shall be subject to each of the following conditions:

       

      (a) All
        of
        the representations and warranties of the Seller under this Agreement shall
        be
        true and correct in all material respects as of the date as of which they
        are
        made and no event shall have occurred which, with notice or the passage of
        time,
        would constitute a default under this Agreement;

       

      (b) The
        Purchaser shall have received, or the attorneys of the Purchaser shall have
        received in escrow (to be released from escrow at the time of closing), all
        closing documents as specified in Section 9 of this Agreement, in such forms
        as
        are agreed upon and acceptable to the Purchaser, duly executed by all
        signatories other than the Purchaser as required pursuant to the respective
        terms thereof;

       

      (c) The
        Seller shall have delivered or caused to be delivered and released to the
        Purchaser or to its designee, all documents (including without limitation,
        the
        Mortgage Loans) required to be so delivered by the Purchaser pursuant to
        Section
        2.01 of the Pooling and Servicing Agreement; and

       

      (d) All
        other
        terms and conditions of this Agreement and the Pooling and Servicing Agreement
        shall have been complied with.

       

      Subject
        to the foregoing conditions, the Purchaser shall deliver or cause to be
        delivered to the Seller on the Closing Date, against delivery and release
        by the
        Seller to the Trustee of all documents required pursuant to the Pooling and
        Servicing Agreement, the consideration for the Mortgage Loans as specified
        in
        Section 3 of this Agreement.

       

      SECTION
        9. Closing
        Documents.
        Without
        limiting the generality of Section 8 hereof, the closing shall be subject
        to
        delivery of each of the following documents:

       

      (a) An
        Officers’ Certificate of the Seller, dated the Closing Date, upon which the
        Purchaser and DBSI may rely with respect to certain facts regarding the sale
        of
        the Mortgage Loans by the Seller to the Purchaser;

       

      (b) An
        Opinion of Counsel of the Seller, dated the Closing Date and addressed to
        the
        Purchaser and DBSI;

       

      
        
          
          

        

        
          -18-

          
            

          

        

        
          
          

        

      

       

      (c) Such
        opinions of counsel as the Rating Agencies or the Trustee may request in
        connection with the sale of the Mortgage Loans by the Seller to the Purchaser
        or
        the Seller’s execution and delivery of, or performance under, this Agreement;
        and

       

      (d) Such
        further information, certificates, opinions and documents as the Purchaser
        or
        DBSI may reasonably request.

       

      SECTION
        10. Costs.
        The
        Seller shall pay (or shall reimburse the Purchaser or any other Person to
        the
        extent that the Purchaser or such other Person shall pay) all costs and expenses
        incurred in connection with the transfer and delivery of the Mortgage Loans,
        including without limitation, fees for title policy endorsements and
        continuations, the fees and expenses of the Seller’s accountants and attorneys,
        the costs and expenses incurred in connection with producing the Servicer’s loan
        loss, foreclosure and delinquency experience, and the costs and expenses
        incurred in connection with obtaining the documents referred to in Sections
        9(a), 9(b) and 9(c), the costs and expenses of printing (or otherwise
        reproducing) and delivering this Agreement, the Pooling and Servicing Agreement,
        the Certificates, the prospectus and prospectus supplement, and any private
        placement memorandum relating to the Certificates and other related documents,
        the initial fees, costs and expenses of the Trustee, the fees and expenses
        of
        the Purchaser’s counsel in connection with the preparation of all documents
        relating to the securitization of the Mortgage Loans, the filing fee charged
        by
        the Securities and Exchange Commission for registration of the Certificates
        and
        the fees charged by any rating agency to rate the Certificates.  All
        other costs and expenses in connection with the transactions contemplated
        hereunder shall be borne by the party incurring such expense.

       

      SECTION
        11. Servicing.
        The
        Mortgage Loans will be master serviced by the Master Servicer under the Pooling
        and Servicing Agreement and serviced by the Servicer under the Pooling and
        Servicing Agreement, on behalf of the Trust, and the Seller has represented
        to
        the Purchaser that such Mortgage Loans are not subject to any other servicing
        agreements with third parties.  Neither the Purchaser nor any
        affiliate of the Purchaser is servicing the Mortgage Loans under any such
        servicing agreement and, accordingly, neither the Purchaser nor any affiliate
        of
        the Purchaser is entitled to receive any fee for releasing the Mortgage Loans
        from any such servicing agreement.  The Seller shall arrange for the
        orderly transfer of such servicing to the Servicer.  For so long as
        the Master Servicer master services the Mortgage Loans and the Servicer services
        the Mortgage Loans, the Master Servicer shall be entitled to the Master
        Servicing Fee and the Servicer shall be entitled to its Servicing Fee and
        such
        other payments as provided for under the terms of the Pooling and Servicing
        Agreement, as applicable.

       

      SECTION
        12. Mandatory
        Delivery; Grant of Security Interest.  The
        sale and delivery on the Closing Date of the Mortgage Loans (exclusive of
        the
        Servicing Rights) described on the Closing Schedule in accordance with the
        terms
        and conditions of this Agreement is mandatory.  It is specifically
        understood and agreed that each Mortgage Loan is unique and identifiable
        on the
        date hereof and that an award of money damages would be insufficient to
        compensate the Purchaser for the losses and damages incurred by the Purchaser
        in
        the event of the Seller’s failure to deliver the Mortgage Loans on or before the
        Closing Date.  The Seller hereby grants to the Purchaser a lien on and
        a continuing security interest in the Seller’s interest in each Mortgage Loan
        and each document and instrument evidencing each such Mortgage Loan to secure
        the performance by the Seller of its obligation hereunder, and the Seller
        agrees
        that it holds such Mortgage Loans in custody for the Purchaser, subject to
        the
        Purchaser’s (i) right, prior to the Closing Date, to reject any Mortgage Loan to
        the extent permitted by this Agreement and (ii) obligation to deliver or
        cause
        to be delivered the consideration for the Mortgage Loans pursuant to Section
        8
        hereof.  Any Mortgage Loans rejected by the Purchaser shall
        concurrently therewith be released from the security interest created
        hereby.  All rights and remedies of the Purchaser under this Agreement
        are distinct from, and cumulative with, any other rights or remedies under
        this
        Agreement or afforded by law or equity and all such rights and remedies may
        be
        exercised concurrently, independently or successively.

       

      
        
          
          

        

        
          -19-

          
            

          

        

        
          
          

        

      

       

      Notwithstanding
        the foregoing, if on the Closing Date, each of the conditions set forth in
        Section 8 hereof shall have been satisfied and the Purchaser shall not have
        paid
        or caused to be paid the Purchase Price, or any such condition shall not
        have
        been waived or satisfied and the Purchaser determines not to pay or cause
        to be
        paid the Purchase Price, the Purchaser shall immediately effect the redelivery
        of the Mortgage Loans, if delivery to the Purchaser has occurred, and the
        security interest created by this Section 12 shall be deemed to have been
        released.

       

      SECTION
        13. Notices.  All
        demands, notices and communications hereunder shall be in writing and shall
        be
        deemed to have been duly given if personally delivered to or mailed by
        registered mail, postage prepaid, or transmitted by fax and, receipt of which
        is
        confirmed by telephone, if to the Purchaser, addressed to the Purchaser at
        6525
        Morrison Boulevard, Suite 318, Charlotte, North Carolina 28211, fax: (704)
        365-1362, Attention: Doris Hearn, or such other address as may hereafter
        be
        furnished to the Seller in writing by the Purchaser; and if to the Seller,
        addressed to the Seller at 60 Wall Street, New York, New York 10005, fax:
        (212)
        250-2740, Attention:  Michael Commaroto, or to such other address as
        the Seller may designate in writing to the Purchaser.

       

      SECTION
        14. Severability
        of Provisions.  Any
        part, provision, representation or warranty of this Agreement that is prohibited
        or that is held to be void or unenforceable shall be ineffective to the extent
        of such prohibition or unenforceability without invalidating the remaining
        provisions hereof.  Any part, provision, representation or warranty of
        this Agreement that is prohibited or unenforceable or is held to be void
        or
        unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
        to the extent of such prohibition or unenforceability without invalidating
        the
        remaining provisions hereof, and any such prohibition or unenforceability
        in any
        jurisdiction as to any Mortgage Loan shall not invalidate or render
        unenforceable such provision in any other jurisdiction.  To the extent
        permitted by applicable law, the parties hereto waive any provision of law
        which
        prohibits or renders void or unenforceable any provision hereof.

       

      SECTION
        15. Agreement
        of Parties.  The
        Seller and the Purchaser each agree to execute and deliver such instruments
        and
        take such actions as either of the others may, from time to time, reasonably
        request in order to effectuate the purpose and to carry out the terms of
        this
        Agreement and the Pooling and Servicing Agreement.

       

      
        
          
          

        

        
          -20-

          
            

          

        

        
          
          

        

      

       

      SECTION
        16. Survival.  The
        Seller agrees that the representations, warranties and agreements made by
        it
        herein and in any certificate or other instrument delivered pursuant hereto
        shall be deemed to be relied upon by the Purchaser, notwithstanding any
        investigation heretofore or hereafter made by the Purchaser or on its behalf,
        and that the representations, warranties and agreements made by the Seller
        herein or in any such certificate or other instrument shall survive the delivery
        of and payment for the Mortgage Loans and shall continue in full force and
        effect, notwithstanding any restrictive or qualified endorsement on the Mortgage
        Notes and notwithstanding subsequent termination of this Agreement, the Pooling
        and Servicing Agreement or the Trust Fund.

       

      SECTION
        17. GOVERNING
        LAW.  THIS
        AGREEMENT AND THE RIGHTS, DUTIES, OBLIGATIONS AND RESPONSIBILITIES OF THE
        PARTIES HERETO SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
        LAWS
        (EXCLUDING THE CHOICE OF LAW PROVISIONS) AND DECISIONS OF THE STATE OF NEW
        YORK.  THE
        PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTION 5-1401 OF THE NEW YORK
        GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

       

      SECTION
        18. Miscellaneous.
        This
        Agreement may be executed in two or more counterparts, each of which when
        so
        executed and delivered shall be an original, but all of which together shall
        constitute one and the same instrument.  This Agreement shall inure to
        the benefit of and be binding upon the parties hereto and their respective
        successors and assigns.  This Agreement supersedes all prior
        agreements and understandings relating to the subject matter
        hereof.  Neither this Agreement nor any term hereof may be changed,
        waived, discharged or terminated orally, but only by an instrument in writing
        signed by the party against whom enforcement of the change, waiver, discharge
        or
        termination is sought.  The headings in this Agreement are for
        purposes of reference only and shall not limit or otherwise affect the meaning
        hereof.

       

      It
        is the
        express intent of the parties hereto that the conveyance of the Mortgage
        Loans
        and the Cap Agreements by the Seller to the Purchaser as provided in Section
        4
        hereof be, and be construed as, a sale of the Mortgage Loans and the Cap
        Agreements by the Seller to the Purchaser and not as a pledge of the Mortgage
        Loans and the Cap Agreements by the Seller to the Purchaser to secure a debt
        or
        other obligation of the Seller. However, in the event that, notwithstanding
        the
        aforementioned intent of the parties, the Mortgage Loans and the Cap Agreements
        are held to be property of the Seller, then (a) it is the express intent
        of the
        parties that such conveyance be deemed a pledge of the Mortgage Loans and
        the
        Cap Agreements by the Seller to the Purchaser to secure a debt or other
        obligation of the Seller and (b) (1) this Agreement shall also be deemed
        to be a
        security agreement within the meaning of Articles 8 and 9 of the New York
        Uniform Commercial Code; (2) the conveyance provided for in Section 4 hereof
        shall be deemed to be a grant by the Seller to the Purchaser of a security
        interest in all of the Seller’s right, title and interest in and to the Mortgage
        Loans and the Cap Agreements and all amounts payable to the holders of the
        Mortgage Loans and the Cap Agreements in accordance with the terms thereof
        and
        all proceeds of the conversion, voluntary or involuntary, of the foregoing
        into
        cash, instruments, securities or other property, including without limitation
        all amounts, other than investment earnings, from time to time held or invested
        in the Collection Account whether in the form of cash, instruments, securities
        or other property; (3) the possession by the Purchaser or its agent of Mortgage
        Notes, the related Mortgages and such other items of property that constitute
        instruments, money, negotiable documents or chattel paper shall be deemed
        to be
“possession by the secured party” for purposes of perfecting the security
        interest pursuant to Section 9-305 of the New York Uniform Commercial Code;
        and
        (4) notifications to persons holding such property and acknowledgments, receipts
        or confirmations from persons holding such property shall be deemed
        notifications to, or acknowledgments, receipts or confirmations from, financial
        intermediaries, bailees or agents (as applicable) of the Purchaser for the
        purpose of perfecting such security interest under applicable law. Any
        assignment of the interest of the Purchaser pursuant to Section 4(d) hereof
        shall also be deemed to be an assignment of any security interest created
        hereby. The Seller and the Purchaser shall, to the extent consistent with
        this
        Agreement, take such actions as may be necessary to ensure that, if this
        Agreement were deemed to create a security interest in the Mortgage Loans
        and
        the Cap Agreements, such security interest would be deemed to be a perfected
        security interest of first priority under applicable law and will be maintained
        as such throughout the term of this Agreement and the Pooling and Servicing
        Agreement.

       

      
        
          
          

        

        
          -21-

          
            

          

        

        
          
          

        

      

       

      SECTION
        19. Third
        Party Beneficiary.  The
        parties hereto acknowledge and agree that DBSI and each of its respective
        successors and assigns shall have all the rights of a third-party beneficiary
        in
        respect of Section 12 of this Agreement and shall be entitled to rely upon
        and
        directly enforce the provisions of Section 12 of this Agreement.

       

      
        
          
          

        

        
          -22-

          
            

          

        

        
          
          

        

         

      

      IN
        WITNESS WHEREOF, the Purchaser and the Seller have caused their names to
        be
        signed by their respective officers thereunto duly authorized as of the date
        first above written.

      
        	 	 	 
	 	
                DB
                  STRUCTURED PRODUCTS, INC.

              
	 
 	 
 	 
 
	
              	By:  	/s/
                Susan Valenti
	 	
                

                Name:
                  Susan Valenti

                Title:
                  Director

              


      

       

      
        	 	 	 
	
              	By:  	/s/
                Rika
                Yano
	 	
                

                
                  Name:
                    Rika Yano

                  Title:
                    Vice President

                

              


      

       

      
        	 	 	 
	 	
                ACE
                  SECURITIES CORP.

              
	 
 	 
 	 
 
	
              	By:  	/s/
                Evelyn Echevarria
	 	
                

                
                  Name:
                    Evelyn Echevarria

                  Title:
                    Vice President

                

              


      

       

      
        	 	 	 
	
              	By:  	/s/
                Doris J. Hearn
	 	
                

                
                  
                    Name:
                      Doris J. Hearn

                    Title:
                      Vice President

                  

                

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        1

       

      Loan
        #:
        _____________

      Borrower:
        _____________ 

       

      LOST
        NOTE
        AFFIDAVIT

       

      I,
        as
        _____________________ of ____________________, a _______________ am authorized
        to make this Affidavit on behalf of __________________ (the “Seller”). In
        connection with the administration of the Mortgage Loans held by
        ______________________, a _____________ [corporation] as Seller on behalf
        of ____________________ (the “Purchaser”), _______________________ (the
“Deponent”), being duly sworn, deposes and says that:

       

      1. The
        Seller’s address is: ____________________

       
____________________

       
____________________

       

      2. The
        Seller previously delivered to the Purchaser a signed Initial Certification
        with
        respect to such Mortgage and/or Assignment of Mortgage;

       

      3. Such
        Mortgage Note and/or Assignment of Mortgage was assigned or sold to the
        Purchaser by __________________,
        a                    
pursuant to the terms and provisions of a Mortgage Loan Purchase Agreement
        dated
        as of _____________;

       

      4. Such
        Mortgage Note and/or Assignment of Mortgage is not outstanding pursuant to
        a
        request for release of Documents;

       

      5. Aforesaid
        Mortgage Note and/or Assignment of Mortgage (the “Original”) has been
        lost;

       

      6. Deponent
        has made or caused to be made a diligent search for the Original and has
        been
        unable to find or recover same;

       

      7. The
        Seller was the Seller of the Original at the time of the loss; and

       

      8. Deponent
        agrees that, if said Original should ever come into Seller’s possession, custody
        or power, Seller will immediately and without consideration surrender the
        Original to the Purchaser.

       

      9. Attached
        hereto is a true and correct copy of (i) the Note, endorsed in blank by the
        Mortgagee and (ii) the Mortgage or Deed of Trust (strike one) which secures
        the
        Note, which Mortgage or Deed of Trust is recorded in the county where the
        property is located.

       

      10. Deponent
        hereby agrees that the Seller (a) shall indemnify and hold harmless the
        Purchaser, its successors and assigns, against any loss, liability or damage,
        including reasonable attorney’s fees, resulting from the unavailability of any
        Notes, including but not limited to any loss, liability or damage arising
        from
        (i) any false statement contained in this Affidavit, (ii) any claim of any
        party
        that purchased a mortgage loan evidenced by the Lost Note or any interest
        in
        such mortgage loan, (iii) any claim of any borrower with respect to the
        existence of terms of a mortgage loan evidenced by the Lost Note on the related
        property to the fact that the mortgage loan is not evidenced by an original
        note
        and (iv) the issuance of a new instrument in lieu thereof (items (i) through
        (iv) above hereinafter referred to as the “Losses”) and (b) if required by any
        Rating Agency in connection with placing such Lost Note into a Pass-Through
        Transfer, shall obtain a surety from an insurer acceptable to the applicable
        Rating Agency to cover any Losses with respect to such Lost Note.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      11. This
        Affidavit is intended to be relied upon by the Purchaser, its successors
        and
        assigns. Seller represents and warrants that is has the authority to perform
        its
        obligations under this Affidavit of Lost Note.

       

      Executed
        this _ day of _______, 200_.

      
        	 	 	 
	 	
                

              
	 	 	 
	
              	By:  	
              
	 	
                

                Name:

                Title:

              


      

       

      On
        this
        __ day of ______, 200_, before me appeared ______________________ to me
        personally known, who being duly sworn did say that he is the
        _______________________ of ____________________, a ______________________
        and
        that said Affidavit of Lost Note was signed and sealed on behalf of such
        corporation and said acknowledged this instrument to be the free act and
        deed of
        said entity.

       

      Signature:

       

      [Seal]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      EXHIBIT
        2

       

      APPENDIX
        E — Standard & Poor’s Predatory Lending Categories

       

      Standard
        & Poor’s has categorized loans governed by anti-predatory lending laws in
        the Jurisdictions listed below into three categories based upon a combination
        of
        factors that include (a) the risk exposure associated with the assignee
        liability and (b) the tests and thresholds set forth in those laws. Note
        that
        certain loans classified by the relevant statute as Covered are included
        in
        Standard & Poor’s High Cost Loan Category because they included thresholds
        and tests that are typical of what is generally considered High Cost by the
        industry. 

       

      Standard
        & Poor’s High Cost Loan Categorization 

       

      
        	
                State/Jurisdiction

              	 	
                Name
                  of Anti-Predatory Lending Law/Effective Date

              	 	
                Category
                  under Applicable Anti-Predatory Lending Law

              
	 	 	 	 	 
	
                Arkansas

              	 	
                Home
                  Loan Protection Act, Ark. 

                Code
                  Ann. §§ 23-53-101 etseq.

                Effective
                  July 16, 2003

              	 	
                High
                  Cost Home Loan

              
	 	 	 	 	 
	
                Cleveland
                  Heights, OH

              	 	
                Ordinance
                  No. 72-2003 (PSH), Mun. Code §§ 757.01 etseq.

                Effective
                  June 2, 2003

              	 	
                Covered
                  Loan

              
	 	 	 	 	 
	
                Colorado

              	 	
                Consumer
                  Equity Protection, Colo. Stat. Ann. 

                §§
                  5-3.5-101 etseq.

                Effective
                  for covered loans offered or entered into on or after January 1,
                  2003.
                  Other provisions of the Act took effect on June 7, 2002

              	 	
                Covered
                  Loan

              
	 	 	 	 	 
	
                Connecticut

              	 	
                Connecticut
                  Abusive Home Loan Lending Practices Act, Conn. Gen. Stat. §§36a-746
                  etseq.

                Effective
                  October 1, 2001

              	 	
                High
                  Cost Home Loan

              
	 	 	 	 	 
	
                District
                  of Columbia

              	 	
                Home
                  Loan Protection Act, D.C. Code §§ 26-1151.01 etseq.

                Effective
                  for loans closed on or after January 28, 2003

              	 	
                Covered
                  Loan

              
	 	 	 	 	 
	
                Florida

              	 	
                Fair
                  Lending Act, Fla. Stat. Ann. §§ 494.0078 etseq.

                Effective
                  October 2, 2002

              	 	
                High
                  Cost Home Loan 

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        Standard
&
Poor’s
          High Cost Loan
          Categorization

         

        
          	
                  State/Jurisdiction

                	 	
                  Name
                    of Anti-Predatory Lending Law/Effective Date

                	 	
                  Category
                    under Applicable Anti-Predatory Lending
                    Law

                


        

      

      
        	 	 	 	 	 
	
                Georgia
                  (Oct. 1, 2002 - Mar. 6, 2003)

              	 	
                Fair
                  Lending Act, Ga. Code Ann. §§ 7-6A-1 etseq.

                Effective
                  October 1, 2002 - March 6, 2003

              	 	
                High
                  Cost Home Loan

              
	 	 	 	 	 
	
                Georgia
                  as amended (Mar. 7, 2003 - current)

              	 	
                Georgia
                  Fair Lending Act, Ga. Code Ann. §§ 7-6A-1 etseq.

                Effective
                  for loans closed on or after March 7, 2003

              	 	
                High
                  Cost Home Loan

              
	 	 	 	 	 
	
                HOEPA
                  Section 32

              	 	
                Home
                  Ownership and Equity Protection Act of 1994, 15 U.S.C. § 1639, 12 C.F.R.
                  §§ 226.32 and 226.34

                Effective
                  October 1, 1995, amendments October 1, 2002

              	 	
                High
                  Cost Loan

              
	 	 	 	 	 
	
                Illinois

              	 	
                High
                  Risk Home Loan Act, Ill. Comp. Stat. tit. 815, §§ 137/5 etseq.

                Effective
                  January 1, 2004 (prior to this date, regulations under Residential
                  Mortgage License Act effective from May 14, 2001)

              	 	
                High
                  Risk Home Loan

              
	 	 	 	 	 
	
                Kansas

              	 	
                Consumer
                  Credit Code, Kan. Stat. Ann. §§ 16a-1-101 etseq.

                 

              	 	
                High
                  Loan to Value Consumer Loan (id. § 16a-3-207) and;

              
	 	 	 	 	 
	 	 	
                Section
                  16a-1-301 and 16a-3-207 became effective April 14, 1999; Section
                  16a-3-308a became effective July 1, 1999

              	 	
                High
                  APR Consumer Loan (id. §16a-3-308a)

              
	
              	 	 	 
	
                Kentucky

              	 	
                2003
                  KY H.B. 287 - High Cost Home Loan Act, Ky. Rev. Stat §§360.100
                  etseq.

                Effective
                  June 24, 2003

              	 	
                High
                  Cost Home Loan

              
	 	 	 	 	 
	
                Maine

              	 	
                Truth
                  in Lending, Me. Rev. Stat. tit. 9-A, §§ 8-101 etseq.

                Effective
                  September 29, 1995 and as amended from time to time

              	 	
                High
                  Rate High Fee Mortgage

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        Standard
          & Poor’s High Cost Loan Categorization 

         

        
          	
                  State/Jurisdiction

                	 	
                  Name
                    of Anti-Predatory Lending Law/Effective Date

                	 	
                  Category
                    under Applicable Anti-Predatory Lending
                    Law

                


        

      

      
        	 	 	 	 	 
	
                Massachusetts

              	 	
                Part
                  40 and Part 32, 209 C.M.R. §§ 32.00 et
                  seq.
                  and 209 C.M.R. §§ 40.01 etseq.

                Effective
                  March 22, 2001 and amended from time to time

              	 	
                High
                  Cost Home Loan

              
	 	 	 	 	 
	
                Nevada

              	 	
                Assembly
                  Bill No. 284, Nev. Rev. Stat §§ 598D.010 etseq.

                Effective
                  October 1, 2003

              	 	
                Home
                  Loan

              
	 	 	 	 	 
	
                New
                  Jersey

              	 	
                New
                  Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22
                  etseq.

                Effective
                  for loans closed on or after November 27, 2003

              	 	
                High
                  Cost Home Loan

              
	 	 	 	 	 
	
                New
                  Mexico

              	 	
                Home
                  Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 etseq.

                Effective
                  as of January 1, 2004; Revised as of February 26, 2004

              	 	
                High
                  Cost Home Loan

              
	 	 	 	 	 
	
                New
                  York

              	 	
                N.Y.
                  Banking Law Article 6-1

                Effective
                  for applications made on or after April 1, 2003

              	 	
                High
                  Cost Home Loan

              
	 	 	 	 	 
	
                North
                  Carolina

              	 	
                Restrictions
                  and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                  etseq.

                Effective
                  July 1, 2000; amended October 1, 2003 (adding open-end lines of
                  credit)

              	 	
                High
                  Cost Home Loan

              
	 	 	 	 	 
	
                Ohio

              	 	
                H.B.
                  386 (codified in various sections of the Ohio Code), Ohio Rev.
                  Code Ann.
                  §§ 1349.25 etseq.

                Effective
                  May 24, 2002

              	 	
                Covered
                  Loan

              
	 	 	 	 	 
	
                Oklahoma

              	 	
                Consumer
                  Credit Code (codified in various sections of Title 14A)

                Effective
                  July 1, 2000; amended effective January 1, 2004

              	 	
                Subsection
                  10 Mortgage

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

        Standard
          & Poor’s High Cost Loan Categorization 

         

        
          	
                  State/Jurisdiction

                	 	
                  Name
                    of Anti-Predatory Lending Law/Effective Date

                	 	
                  Category
                    under Applicable Anti-Predatory Lending
                    Law

                


        

      

      
        	 	 	 	 	 
	
                South
                  Carolina

              	 	
                South
                  Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                  etseq.

                Effective
                  for loans taken on or after January 1, 2004

              	 	
                High
                  Cost Home Loan

              
	 	 	 	 	 
	
                West
                  Virginia

              	 	
                West
                  Virginia Residential Mortgage Lender, Broker and Servicer Act,
                  W. Va. Code
                  Ann. §§ 31-17-1 etseq.

                Effective
                  June 5, 2002

              	 	
                West
                  Virginia Mortgage Loan Act Loan

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Standard
        & Poor’s Covered Loan Categorization 

       

      


      
        	
                State/Jurisdiction

              	 	
                Name
                  of Anti-Predatory Lending Law/Effective Date

              	 	
                Category
                  under Applicable Anti-Predatory Lending Law

              
	 	 	 	 	 
	
                Georgia
                  (Oct. 1, 2002 - Mar. 6, 2003)

              	 	
                Georgia
                  Fain Lending Act, Ga. Code Ann. §§ 7-6A-1 etseq.

                Effective
                  October 1, 2002 - March 6, 2003

              	 	
                Covered
                  Loan

              
	 	 	 	 	 
	
                New
                  Jersey

              	 	
                New
                  Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat §§ 46:10B-22
                  etseq.

                Effective
                  November 27, 2003 - July 5, 2004

              	 	
                Covered
                  Home Loan

              


      

       

      Standard
        & Poor’s Home Loan Categorization 

      


      
        	
                State/Jurisdiction

              	 	
                Name
                  of Anti-Predatory Lending Law/Effective Date

              	 	
                Category
                  under Applicable Anti-Predatory Lending Law

              
	 	 	 	 	 
	
                Georgia
                  (Oct. 1, 2002 - Mar. 6, 2003)

              	 	
                Georgia
                  Fain Lending Act, Ga. Code Ann. §§ 7-6A-1 etseq.

                Effective
                  October 1, 2002 - March 6, 2003

              	 	
                Home
                  Loan

              
	 	 	 	 	 
	
                New
                  Jersey

              	 	
                New
                  Jersey Home Ownership Security Act of 2002, N.J. Rev. Stat §§ 46:10B-22
                  etseq.

                Effective
                  for loans closed on or after November 27, 2003

              	 	
                Home
                  Loan

              
	 	 	 	 	 
	
                New
                  Mexico

              	 	
                Home
                  Loan Protection Act, N.M. Rev. Stat. §§ 58-21A-1 etseq.

                Effective
                  as of January 1, 2004; Revised as of February 26, 2004

              	 	
                Home
                  Loan

              
	 	 	 	 	 
	
                North
                  Carolina

              	 	
                Restrictions
                  and Limitations on High Cost Home Loans, N.C. Gen. Stat. §§ 24-1.1E
                  etseq.

                Effective
                  July 1, 2000; amended October 1, 2003 (adding open-end lines of
                  credit)

              	 	
                Consumer
                  Home Loan

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Standard
          & Poor’s High Cost Loan Categorization 

         

        
          	
                  State/Jurisdiction

                	 	
                  Name
                    of Anti-Predatory Lending Law/Effective Date

                	 	
                  Category
                    under Applicable Anti-Predatory Lending
                    Law

                


        

      

      
        	 	 	 	 	 
	
                South
                  Carolina

              	 	
                South
                  Carolina High Cost and Consumer Home Loans Act, S.C. Code Ann.
§§ 37-23-10
                  etseq.

                Effective
                  for loans taken on or after January 1, 2004

              	 	
                Consumer
                  Home Loan

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      

        EXHIBIT
          G

        


        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 party identified
          as responsible for preparing the Securities Exchange Act Reports pursuant
          to
          Section 5.06(a)(ii). 

        


        Under
          Item 1 of Form 10-D: a) items marked “monthly statement” are required to be
          included in the periodic Distribution Date statement under Section 5.02,
          provided by the Securities Administrator based on information received
          from the
          Master Servicer; and b) items marked “Form 10-D report” are required to be in
          the Form 10-D report but not the monthly statement, provided by the party
          indicated. Information under all other Items of Form 10-D is to be included
          in
          the Form 10-D report.

         

        
          	
                  Form

                	 	
                  Item

                	 	
                  Description

                	 	
                  Master
                    Servicer

                	 	
                  Securities
                    Administrator

                	 	
                  Custodian

                	 	
                  Trustee

                	 	
                  Depositor

                	 	
                  Sponsor

                	 
	
                  10-D

                	 	
                  Must
                    be filed within 15 days of the distribution date for the asset-backed
                    securities.

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                  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.

                	 	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  (2)
                    Cash flows received and the sources thereof for distributions,
                    fees and
                    expenses.

                	 	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  (3)
                    Calculated amounts and distribution of the flow of funds for
                    the period
                    itemized by type and priority of payment, including:

                	 	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 	 	 	 	 	 


        

         

        
          
            
            

          

          
            G-1

            
              

            

          

          
            
            

          

        

        
          
             

          

        

        
          	
                  Form

                	
                   

                	
                  Item

                	
                   

                	
                  Description

                	 	
                  Master
                    Servicer

                	 	
                  Securities
                    Administrator

                	 	
                   Custodian

                	
                   

                	
                  Trustee

                	
                   

                	
                  Depositor

                	
                   

                	
                  Sponsor

                	
                   

                
	 	 	 	 	
                  (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.

                	 	 	 	
                  X

                   

                  (monthly
                    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.

                	 	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  (iii)
                    Principal, interest and other distributions accrued and paid
                    on the
                    asset-backed securities by type and by class or series and any
                    principal
                    or interest shortfalls or carryovers.

                	 	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  (iv)
                    The amount of excess cash flow or excess spread and the disposition
                    of
                    excess cash flow.

                	 	 	 	
                  X

                   

                  (monthly
                    Statement)

                	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  (4)
                    Beginning and ending principal balances of the asset-backed
                    securities.

                	 	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 	 	 	 	 	 


        

         

        
          
            
            

          

          
            G-2

            
              

            

          

          
            
            

          

        

         

        
          	
                  Form

                	 	
                  Item

                	 	
                  Description

                	 	
                  Master
                    Servicer

                	 	
                  
                    Securities
                      Administrator

                  

                	 	
                  Custodian

                	 	
                  Trustee

                	 	
                  Depositor

                	 	
                  Sponsor

                	 
	 	 	 	 	
                  (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.

                	 	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  (6)
                    Beginning and ending balances of transaction accounts, such as
                    reserve
                    accounts, and material account activity during the period.

                	 	 	 	
                  X

                   

                  (monthly
                    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.

                	 	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  (8)
                    Number and amount of pool assets at the beginning and ending
                    of each
                    period, and updated pool composition information, such as weighted
                    average
                    coupon, weighted average remaining term, pool factors and prepayment
                    amounts.

                	 	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 	 	
                  Updated
                    pool composition information fields to be as specified by Depositor
                    from
                    time to time

                	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  (9)
                    Delinquency and loss information for the period.

                	 	
                  X

                	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  In
                    addition, describe any material changes to the information specified
                    in
                    Item 1100(b)(5) of Regulation AB regarding the pool assets.
                    (methodology)

                	 	
                  X

                	 	 	 	 	 	 	 	 	 	 	 


        

         

        
          
            
            

          

          
            G-3

            
              

            

          

          
            
            

          

        

         

        
          	
                  Form

                	 	
                  Item

                	 	
                  Description

                	 	
                  Master
                    Servicer

                	 	
                  Securities
                    Administrator

                	 	
                  Custodian

                	 	
                  Trustee

                	 	
                  Depositor

                	 	
                  Sponsor

                	 
	 	 	 	 	
                  (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.

                	 	
                  X

                	 	
                  X

                   

                  (monthly
                    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.

                	 	
                  X

                	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  (12)
                    Material breaches of pool asset representations or warranties
                    or
                    transaction covenants.

                	 	
                  X

                	 	 	 	 	 	 	 	
                  X

                	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  (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.

                	 	 	 	
                  X

                   

                  (monthly
                    statement)

                	 	 	 	 	 	 	 	 	 


        

         

        
          
            
            

          

          
            G-4

            
              

            

          

          
            
            

          

        

        
           

        

        
          	
                  Form

                	 	
                  Item

                	 	
                  Description

                	 	
                  Master
                    Servicer

                	 	
                  Securities
                    Administrator

                	 	
                  Custodian

                	 	
                  Trustee

                	 	
                  Depositor

                	 	
                  Sponsor

                	 
	 	 	 	 	
                  (14)
                    Information regarding any new issuance of asset-backed securities
                    backed
                    by the same asset pool, 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.

                	 	
                  X

                	 	
                  X

                	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  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.

                	 	 	 	 	 	 	 	 	 	 	 	
                  X

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Item
                    1121(b) – Pre-Funding or Revolving Period Information

                	 	 	 	 	 	 	 	 	 	 	 	
                  X

                	 
	 	 	 	 	
                   

                  Updated
                    pool information as required under Item 1121(b).

                	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                   

                	 	
                   

                	 	 	 	 	 	 	 	 	 	 	 	 	 


        

         

        
          
            
            

          

          
            G-5

            
              

            

          

          
            
            

          

        

        
           

        

        
          	
                  Form

                	 	
                  Item

                	 	
                  Description

                	 	
                  Master
                    Servicer

                	 	
                  Securities
                    Administrator

                	 	
                  Custodian

                	 	
                  Trustee

                	 	
                  Depositor

                	 	
                  Sponsor

                	 
	 	 	
                  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)

                	 	 	 	 	 	 	 	 	 	 	 	
                  X

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Depositor

                	 	 	 	 	 	 	 	 	 	
                  X

                	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Trustee

                	 	 	 	 	 	 	 	
                  X

                	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Issuing
                    entity

                	 	 	 	 	 	 	 	 	 	
                  X

                	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Master
                    Servicer, affiliated Servicer, other Servicer servicing 20% or
                    more of
                    pool assets at time of report, other material servicers

                	 	
                  X

                	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Securities
                    Administrator

                	 	 	 	
                  X

                	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Originator
                    of 20% or more of pool assets as of the Cut-off Date

                	 	 	 	 	 	 	 	 	 	
                  X

                	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Custodian

                	 	 	 	 	 	
                  X

                	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                   

                	 	
                   

                	 	 	 	 	 	 	 	 	 	 	 	 	 


        

         

        
          
            
            

          

          
            G-6

            
              

            

          

          
            
            

          

        

        
           

        

        
          	
                  Form

                	 	
                  Item

                	 	
                  Description

                	 	
                  Master
                    Servicer

                	 	
                  Securities
                    Administrator

                	 	
                  Custodian

                	 	
                  Trustee

                	 	
                  Depositor

                	 	
                  Sponsor

                	 
	 	 	
                  3

                	 	
                  Sales
                    of Securities and Use of Proceeds

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

                	 	 	 	 	 	 	 	 	 	
                  X

                	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  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.

                	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                  4

                	 	
                  Defaults
                    Upon Senior Securities

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

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

                	 	 	 	
                  X

                	 	 	 	
                  X

                	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                  5

                	 	
                  Submission
                    of Matters to a Vote of Security Holders

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

                	 	 	 	
                  X

                	 	 	 	
                  X

                	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                  6

                	 	
                  Significant
                    Obligors of Pool Assets

                	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Item
                    1112(b) – Significant Obligor Financial Information*

                	 	 	 	 	 	 	 	 	 	
                  X

                	 	
                  X

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  *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.

                	 	 	 	 	 	 	 	 	 	 	 	 	 


        

         

        
          
            
            

          

          
            G-7

            
              

            

          

          
            
            

          

        

         

        
          	
                  Form

                	 	
                  Item

                	 	
                  Description

                	 	
                  Master
                    Servicer

                	 	
                  Securities
                    Administrator

                	 	
                  Custodian

                	 	
                  Trustee

                	 	
                  Depositor

                	 	
                  Sponsor

                	 
	 	 	
                  7

                	 	
                  Significant
                    Enhancement Provider Information

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

                	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Determining
                    applicable disclosure threshold

                	 	 	 	
                  X

                	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Requesting
                    required financial information or effecting incorporation by
                    reference

                	 	 	 	
                  X

                	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Item
                    1115(b) – Derivative Counterparty Financial
                    Information*

                	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Determining
                    current maximum probable exposure

                	 	 	 	 	 	 	 	 	 	
                  X

                	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Determining
                    current significance percentage

                	 	 	 	
                  X

                	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Requesting
                    required financial information or effecting incorporation by
                    reference

                	 	 	 	
                  X

                	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  *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

                	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                  9

                	 	
                  Exhibits

                	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Distribution
                    report

                	 	 	 	
                  X

                	 	 	 	 	 	 	 	 	 
	 	 	 	 	 

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

                	 	 	 	 	 	 	 	 	 	 	 	 	 


        

         

        
          
            
            

          

          
            G-8

            
              

            

          

          
            
            

          

        

         

        
          	
                  Form

                	 	
                  Item

                	 	
                  Description

                	 	
                  Master
                    Servicer

                	 	
                  Securities
                    Administrator

                	 	
                  Custodian

                	 	
                  Trustee

                	 	
                  Depositor

                	 	
                  Sponsor

                	 
	 	 	 	 	
                   

                	 	 	 	 	 	 	 	 	 	
                  X

                	 	 	 
	
                  8-K

                	 	
                  Must
                    be filed within four business days of an event reportable on
                    Form
                    8-K.

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                  1.01

                	 	
                  Entry
                    into a Material Definitive Agreement

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

                	 	
                  X

                	 	
                  X
                    (if Master Servicer is not a party)

                	 	 	 	
                  X
                    (if Master Servicer is not a party)

                	 	
                  X
                    (if Master Servicer is not a party)

                	 	
                  X
                    (if Master Servicer is not a party)

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Examples:
                    servicing agreement, custodial agreement.

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

                	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                  1.02

                	 	
                  Termination
                    of a Material Definitive Agreement

                	 	
                  X

                	 	
                  X
                    (if Master Servicer is not a party)

                	 	 	 	
                  X
                    (if Master Servicer is not a party)

                	 	
                  X
                    (if Master Servicer is not a party)

                	 	
                  X
                    (if Master Servicer is not a party)

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  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.

                	 	 	 	 	 	 	 	 	 	 	 	 	 


        

         

        
          
            
            

          

          
            G-9

            
              

            

          

          
            
            

          

        

         

        
          	
                  Form

                	 	
                  Item

                	 	
                  Description

                	 	
                  Master
                    Servicer

                	 	
                  Securities
                    Administrator

                	 	
                  Custodian

                	 	
                  Trustee

                	 	
                  Depositor

                	 	
                  Sponsor

                	 
	 	 	
                  1.03

                	 	
                  Bankruptcy
                    or Receivership

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

                	 	
                  X

                	 	
                  X

                	 	
                  X

                	 	
                  X 

                	 	
                  X 

                	 	
                  X

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Sponsor
                    (Seller), Depositor, Master Servicer, affiliated Servicer, other
                    Servicer
                    servicing 20% or more of pool assets at time of report, other
                    material
                    servicers, Certificate Administrator, Trustee, significant obligor,
                    credit
                    enhancer (10% or more), derivatives counterparty,
                    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.

                	 	
                  X

                	 	
                  X

                	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Disclosure
                    will be made of events other than waterfall triggers which are
                    disclosed
                    in the monthly statement

                	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                  3.03

                	 	
                  Material
                    Modification to Rights of Security Holders

                	 	 	 	 	 	 	 	 	 	 	 	 	 


        

         

        
          
            
            

          

          
            G-10

            
              

            

          

          
            
            

          

        

         

        
          	
                  Form

                	 	
                  Item

                	 	
                  Description

                	 	
                  Master
                    Servicer

                	 	
                  Securities
                    Administrator

                	 	
                  Custodian

                	 	
                  Trustee

                	 	
                  Depositor

                	 	
                  Sponsor

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

                	 	
                  X

                	 	
                  X

                	 	 	 	
                  X

                	 	
                  X

                	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                  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”

                	 	 	 	 	 	 	 	
                  X

                	 	
                  X

                	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                  5.06

                	 	
                  Change
                    in Shell Company Status

                	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  [Not
                    applicable to ABS issuers]

                	 	 	 	 	 	 	 	 	 	
                  X

                	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                  6.01

                	 	
                  ABS
                    Informational and Computational Material

                	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  [Not
                    included in reports to be filed under Section 3.18]

                	 	 	 	 	 	 	 	 	 	
                  X

                	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                  6.02

                	 	
                  Change
                    of Servicer or Trustee

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

                	 	
                  X

                	 	
                  X

                	 	 	 	
                  X

                	 	
                  X

                	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Reg
                    AB disclosure about any new servicer (from entity appointing
                    new servicer)
                    or trustee (from Depositor) is also required.

                	 	 	 	 	 	 	 	
                  X

                	 	
                  X

                	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                   

                	 	
                   

                	 	 	 	 	 	 	 	 	 	 	 	 	 


        

         

        
          
            
            

          

          
            G-11

            
              

            

          

          
            
            

          

        

         

        
          	
                  Form

                	 	
                  Item

                	 	
                  Description

                	 	
                  Master
                    Servicer

                	 	
                  Securities
                    Administrator

                	 	
                  Custodian

                	 	
                  Trustee

                	 	
                  Depositor

                	 	
                  Sponsor

                	 
	 	 	
                  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.
                    

                	 	 	 	
                  X

                	 	 	 	
                  X

                	 	
                  X

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

                	 	 	 	 	 	 	 	 	 	
                  X

                	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                  6.04

                	 	
                  Failure
                    to Make a Required Distribution

                	 	 	 	
                  X

                	 	 	 	
                  X

                	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                  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.

                	 	 	 	 	 	 	 	 	 	
                  X

                	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  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.

                	 	 	 	 	 	 	 	 	 	
                  X

                	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                  7.01

                	 	
                  Regulation
                    FD Disclosure

                	 	
                  X

                	 	
                  X

                	 	 	 	
                  X

                	 	
                  X

                	 	
                  X

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                  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.

                	 	 	 	 	 	 	 	 	 	
                  X

                	 	 	 


        

         

        
          
            
            

          

          
            G-12

            
              

            

          

          
            
            

          

        

         

        
          	
                  Form

                	 	
                  Item

                	 	
                  Description

                	 	
                  Master
                    Servicer

                	 	
                  Securities
                    Administrator

                	 	
                  Custodian

                	 	
                  Trustee

                	 	
                  Depositor

                	 	
                  Sponsor

                	 
	 	 	
                  9.01

                	 	
                  Financial
                    Statements and Exhibits

                	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                  10-K

                	 	
                  Must
                    be filed within 90 days of the fiscal year end for the
                    registrant.

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                  9B

                	 	
                  Other
                    Information

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

                	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	
                  15

                	 	
                  Exhibits
                    and Financial Statement Schedules

                	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Item
                    1112(b) – Significant Obligor Financial
                    Information

                	 	 	 	 	 	 	 	 	 	
                  X

                	 	
                  X

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

                	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Determining
                    applicable disclosure threshold

                	 	 	 	
                  X

                	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Requesting
                    required financial information or effecting incorporation by
                    reference

                	 	 	 	
                  X

                	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Item
                    1115(b) – Derivative Counterparty Financial
                    Information

                	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Determining
                    current maximum probable exposure

                	 	 	 	 	 	 	 	 	 	
                  X

                	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Determining
                    current significance percentage

                	 	 	 	
                  X

                	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Requesting
                    required financial information or effecting incorporation by
                    reference

                	 	 	 	
                  X

                	 	 	 	 	 	 	 	 	 


        

         

        
          
            
            

          

          
            G-13

            
              

            

          

          
            
            

          

        

         

        
          	
                  Form

                	 	
                  Item

                	 	
                  Description

                	 	
                  Master
                    Servicer

                	 	
                  Securities
                    Administrator

                	 	
                  Custodian

                	 	
                  Trustee

                	 	
                  Depositor

                	 	
                  Sponsor

                	 
	 	 	 	 	
                  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)

                	 	 	 	 	 	 	 	 	 	 	 	
                  X

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Depositor

                	 	 	 	 	 	 	 	 	 	
                  X

                	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Trustee

                	 	 	 	 	 	 	 	
                  X

                	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Issuing
                    entity

                	 	 	 	 	 	 	 	 	 	
                  X

                	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Master
                    Servicer, affiliated Servicer, other Servicer servicing 20% or
                    more of
                    pool assets at time of report, other material servicers

                	 	
                  X

                	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Securities
                    Administrator

                	 	 	 	
                  X

                	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Originator
                    of 20% or more of pool assets as of the Cut-off Date

                	 	 	 	 	 	 	 	 	 	
                  X

                	 	
                  X

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Custodian

                	 	 	 	 	 	
                  X

                	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Item
                    1119 – Affiliations and relationships between the following entities,
                    or
                    their respective affiliates, that are material to
                    Certificateholders:

                	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Sponsor
                    (Seller)

                	 	 	 	 	 	 	 	 	 	 	 	
                  X

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Depositor

                	 	 	 	 	 	 	 	 	 	
                  X

                	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Trustee

                	 	 	 	 	 	 	 	
                  X
                    (with respect to 1119(a) affiliations only)

                	 	 	 	 	 


        

         

        
          
            
            

          

          
            G-14

            
              

            

          

          
            
            

          

        

         

        
          	
                  Form

                	 	
                  Item

                	 	
                  Description

                	 	
                  Master
                    Servicer

                	 	
                  Securities
                    Administrator

                	 	
                  Custodian

                	 	
                  Trustee

                	 	
                  Depositor

                	 	
                  Sponsor

                	 
	 	 	 	 	
                  Master
                    Servicer, affiliated Servicer, other Servicer servicing 20% or
                    more of
                    pool assets at time of report, other material servicers

                	 	
                  X

                	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Securities
                    Administrator

                	 	 	 	
                  X

                	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Originator

                	 	 	 	 	 	 	 	 	 	
                  X

                	 	
                  X

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Custodian

                	 	 	 	 	 	
                  X
                    (with respect to affiliations only)

                	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Credit
                    Enhancer/Support Provider

                	 	 	 	 	 	 	 	 	 	
                  X

                	 	
                  X

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Significant
                    Obligor

                	 	 	 	 	 	 	 	 	 	
                  X

                	 	
                  X

                	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Item
                    1122 – Assessment of Compliance with Servicing
                    Criteria

                	 	
                  X

                	 	
                  X

                	 	
                  X

                	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	
                  Item
                    1123 – Servicer Compliance Statement

                	 	
                  X

                	 	 	 	 	 	 	 	 	 	 	 


        

        


        
          
            
            

          

          
            G-15

            
              

            

          

          
            
            

          

        

      

    

     

    EXHIBIT
      H

     

    ADDITIONAL
      DISCLOSURE NOTIFICATION

     

    **SEND
      VIA FAX TO [XXX-XXX-XXXX] AND VIA EMAIL TO [_________________] AND VIA OVERNIGHT
      MAIL TO THE ADDRESS IMMEDIATELY BELOW:

     

    Wells
      Fargo Bank, N.A. as Securities Administrator

    9062
      Old
      Annapolis Road

    Columbia,
      Maryland 21045

    Fax:
      (410) 715-2380

    E-mail:
      cts.sec.notifications@wellsfargo.com

    Attn:
      Corporate Trust Services – ACE 2007-WM1
–
      SEC REPORT PROCESSING

     

    ACE
      Securities Corp.

    6525
      Morrison Boulevard, Suite 318

    Charlotte,
      North Carolina 28211

    Attention:
      Juliana Johnson

    Fax:
      (704) 365-1362)

    Attn:
      ACE
      2007-WM1

     

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

     

    Ladies
      and Gentlemen:

     

    In
      accordance with Section [__] of the Pooling and Servicing Agreement, dated
      as of January 1, 2007 (the “Pooling and Servicing Agreement”), among ACE
      Securities Corp., as depositor, Countrywide Home Loans Servicing LP, as
      servicer, Wells Fargo Bank, National Assocation , as master servicer and
      securities administrator and HSBC Bank USA, National Association, as trustee,
      the undersigned, as [______], hereby notifies you that certain events have
      come
      to our attention that [will] [may] need to be disclosed on Form
      [10-D][10-K][8-K].

     

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

     

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

     

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

     

    
      	 	 	 
	 	
              [NAME
                OF PARTY]

              As
                [role]

            
	 
 	 
 	 
 
	
            	By:  	 
	 	
              
Name:
	 	
              Title:

            


    

     

    
      
        
        

      

      
        H-1

        
          

        

      

      
        
        

      

    


    EXHIBIT
      I

     

    SWAP
      AGREEMENT

     

    
      
        
        

      

      
        I-1

        
          

        

      

      
        
        

      

    

     

    

      
        	 	
                

                
                  Financial
                    Markets

                  280
                    Bishopsgate

                  London
                    EC2M 4RB

                

              
	 	 
	
                Memorandum

              	
                January
                  29, 2007

              


      

       

      
        	
                To:

              	 	
                HSBC
                  Bank USA, National Association, not in its individual capacity,
                  but

                solely
                  as Supplemental Interest Trust Trustee for the Supplemental Interest
                  Trust
                  with respect to ACE Securities Corp. Home Equity Loan Trust, 

                Series
                  2007-WM1 Asset Backed Pass-Through Certificates (“Party
                  B”)

                 

                Wells
                  Fargo Bank, National Association

                9062
                  Old Annapolis Road

                Columbia,
                  Maryland 21045

                Tel:
                  410-884-2000

                Attn:
                  Client Manager, ACE 2007-WM1

                Fax:
                  410-715-2380

              
	 	 	 
	
                From:

                 

                 

                 

                 

              	 	
                The
                  Royal Bank of Scotland plc (“Party
                  A”)

                c/o
                  RBS Financial Markets

                Level
                  7, 135 Bishopsgate

                London
                  EC2M 3UR

                Attn:
                  Head of Legal, Financial Markets 

                Tel:
                  44 207 085 5000

                Fax:
                  44 207 085 8411

              
	 	 	 
	
                Copy
                  To:

              	 	
                Greenwich
                  Capital Markets, Inc.

                600
                  Steamboat Road

                Greenwich,
                  CT 06830

                Attn:
                  Legal Department - Derivatives Documentation

                Tel.:
                  203-618-2576

                Fax:
                  203-618-2533/34

              
	 	 	 
	
                Our
                  Reference Number:

              	 	
                D16171260

              


      

       

      The
        purpose of this long-form confirmation (“Confirmation”)
        is to
        confirm the terms and conditions of the current Transaction entered into
        on the
        Trade Date specified below (the “Transaction”)
        between
        Party A and
        HSBC
        Bank USA, National Association, not individually, but solely as trustee (the
        “Supplemental
        Interest Trust Trustee”)
        on
        behalf of the supplemental interest trust with respect to the ACE Securities
        Corp. Home Equity Loan Trust, Series 2007-WM1 Asset Backed Pass-Through
        Certificates (the “Supplemental
        Interest Trust”)
        created under the Pooling and Servicing Agreement, dated as of January 1,
        2007,
        among Ace Securities Corp. (the “Depositor”),
        Countrywide Home Loans Servicing LP (the “Servicer”),
        Wells
        Fargo Bank, National Association (the “Master
        Servicer”
and
        the
“Securities
        Administrator”),
        and
        the HSBC Bank USA, National Association (the “Trustee”) (the “Pooling
        and Servicing Agreement”).
        This
        Confirmation evidences a complete and binding agreement between you and us
        to
        enter into the Transaction on the terms set forth below and replaces any
        previous agreement between us with respect to the subject matter hereof.
        This
        Confirmation constitutes a “Confirmation”
        and also
        constitutes a “Schedule”
        as
        referred to in the ISDA Master Agreement, and Paragraph 13 of a Credit Support
        Annex to the Schedule. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                1.

              	
                This
                  Confirmation shall supplement, form a part of, and be subject to
                  an
                  agreement in the form of the ISDA Master Agreement (Multicurrency
                  - Cross
                  Border) as published and copyrighted in 1992 by the International
                  Swaps
                  and Derivatives Association, Inc. (the “ISDA
                  Master Agreement”),
                  as if Party A and Party B had executed an agreement in such form
                  on the
                  date hereof, with a Schedule as set forth in Item 3 of this Confirmation,
                  and an ISDA Credit Support Annex (Bilateral Form - ISDA Agreements
                  Subject
                  to New York Law Only version) as published and copyrighted in 1994
                  by the
                  International Swaps and Derivatives Association, Inc., with Paragraph
                  13
                  thereof as set forth in Annex A hereto (the “Credit
                  Support Annex”).
                  For the avoidance of doubt, the Transaction described herein shall
                  be the
                  sole Transaction governed by such ISDA Master Agreement. In the
                  event of
                  any inconsistency among any of the following documents, the relevant
                  document first listed shall govern: (i) this Confirmation, exclusive
                  of
                  the provisions set forth in Item 3 hereof and Annex A hereto; (ii)
                  the
                  provisions set forth in Item 3 hereof, which are incorporated by
                  reference
                  into the Schedule; (iii) the Credit Support Annex; (iv) the Definitions;
                  and (v) the ISDA Master Agreement.

              


      

      


      Each
        reference herein to a “Section” (unless specifically referencing the Pooling and
        Servicing Agreement) or to a “Section” “of this Agreement” will be construed as
        a reference to a Section of the ISDA Master Agreement; each herein reference
        to
        a “Part” will be construed as a reference to the provisions herein deemed
        incorporated in a Schedule to the ISDA Master Agreement; each reference herein
        to a “Paragraph” will be construed as a reference to a Paragraph of the Credit
        Support Annex.

       

      
        	
                2.

              	
                The
                  terms of the particular Transaction to which this Confirmation
                  relates are
                  as follows:

              


      

      

        
          	
                  Type
                    of Transaction:

                	 	
                  Interest
                    Rate Swap

                
	 	 	 
	
                  Notional
                    Amount:

                	 	
                  With
                    respect to any Calculation Period, the amount set forth for such
                    period on
                    Schedule I attached hereto.

                
	 	 	 
	
                  Trade
                    Date:

                	 	
                  January
                    19, 2007

                
	 	 	 
	
                  Effective
                    Date:

                	 	
                  January
                    29, 2007

                
	 	 	 
	
                  Termination
                    Date:

                	 	
                  January
                    25, 2012, subject to adjustment in accordance with the Business
                    Day
                    Convention; provided, however, that for the purpose of determining
                    the
                    final Fixed Rate Payer Period End Date, Termination Date shall
                    be subject
                    to No Adjustment.

                
	 	 	 
	
                  Fixed
                    Amounts:

                	 	 
	 	 	 
	
                  Fixed
                    Rate Payer:

                	 	
                  Party
                    B

                
	 	 	 
	
                  Fixed
                    Rate Payer

                	 	 
	
                  Period
                    End Dates:

                	 	
                  The
                    25th calendar day of each month during the Term of this Transaction,
                    commencing August 25, 2007, and ending on the Termination Date,
                    with No
                    Adjustment.

                
	 	 	 
	
                  Fixed
                    Rate Payer

                	 	 
	
                  Payment
                    Dates:

                	 	
                  Early
                    Payment shall be applicable. The Fixed Rate Payer Payment Date
                    shall be
                    one (1) Business Day prior to each Fixed Rate Payer Period End
                    Date.

                
	 	 	 
	
                  Fixed
                    Rate:

                	 	
                  4.83%

                


        

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        

         

        
          	
                  Fixed
                    Rate Day

                	 	 
	
                  Count
                    Fraction:

                	 	
                  30/360

                
	 	 	 
	
                  Upfront
                    Fee:

                	 	
                  Party
                    B will pay USD 3,204,000 to Party A on the Effective
                    Date.

                
	 	 	 
	
                  Floating
                    Amounts:

                	 	 
	 	 	 
	
                  Floating
                    Rate Payer:

                	 	
                  Party
                    A

                
	
                   

                	 	 
	
                  Floating
                    Rate Payer

                	 	 
	
                  Period
                    End Dates:

                	 	
                  The
                    25th calendar day of each month during the Term of this
                    Transaction, commencing August 25, 2007, and ending on the Termination
                    Date, subject to adjustment in accordance with the Business Day
                    Convention.

                
	 	 	 
	
                  Floating
                    Rate Payer

                	 	 
	
                  Payment
                    Dates:

                	 	
                  Early
                    Payment shall be applicable. The Floating Rate Payer Payment
                    Dates shall
                    be one (1) Business Day prior to each Floating Rate Payer Period
                    End Date,
                    subject to adjustment in accordance with the Business Day
                    Convention.

                
	 	 	 
	
                  Floating
                    Rate Option:

                	 	
                  USD-LIBOR-BBA

                
	 	 	 
	
                  Designated
                    Maturity:

                	 	
                  One
                    month

                
	 	 	 
	
                  Floating
                    Rate Day

                	 	 
	
                  Count
                    Fraction:

                	 	
                  Actual/360

                
	 	 	 
	
                  Reset
                    Dates:

                	 	
                  The
                    first day of each Calculation Period.

                
	
                   

                	 	 
	
                  Business
                    Days:

                	 	
                  New
                    York

                
	 	 	 
	
                  Business
                    Day Convention:

                	 	
                  Following

                
	 	 	 
	
                  Calculation
                    Agent:

                	 	
                  Party
                    A

                


        

      

       

      
        
          
            
            

          

          
            3

            
              

            

          

          
             

          

        

      

      


      
        	
                3.

              	
                Provisions
                  Deemed Incorporated in a Schedule to the ISDA Master
                  Agreement:

              


      

      


      
        	
                Part
                  1.

              	
                Termination
                  Provisions.

              


      

      


      For
        the
        purposes of this Agreement:-

      


      
        	(a)	
                “Specified
                  Entity”
                  will not apply to Party A or Party B for any purpose.
                  

              


      

      


      
        	
                (b)

              	
                “Specified
                  Transaction”
                  will not apply to Party A or Party B for any
                  purpose.

              


      

      


      
        	
                (c)

              	
                Events
                  of Default.

              


      

      


      The
        statement below that an Event of Default will apply to a specific party means
        that upon the occurrence of such an Event of Default with respect to such
        party,
        the other party shall have the rights of a Non-defaulting Party under Section
        6
        of this Agreement; conversely, the statement below that such event will not
        apply to a specific party means that the other party shall not have such
        rights.

      


      
        	 	
                (i)

              	
                The
                  “Failure
                  to Pay or Deliver”
                  provisions of Section 5(a)(i) will apply to Party A and will apply
                  to
                  Party B; provided,
                  however,
                  that Section 5(a)(i) is hereby amended by replacing the word “third” with
                  the word “first”; provided,
                  further,
                  that notwithstanding anything to the contrary in Section 5(a)(i),
                  any
                  failure by Party A to comply with or perform any obligation to
                  be complied
                  with or performed by Party A under the Credit Support Annex shall
                  not
                  constitute an Event of Default under Section 5(a)(i) unless (A)
                  a Required
                  Ratings Downgrade Event has occurred and been continuing for 30
                  or more
                  Local Business Days and (B) such failure is not remedied on or
                  before the
                  third Local Business Day after notice of such failure is given
                  to Party
                  A.

              


      

      


      
        	 	
                (ii)

              	
                The
                  “Breach
                  of Agreement”
                  provisions of Section 5(a)(ii) will apply to Party A and will not
                  apply to
                  Party B.

              


      

      


      
        	 	
                (iii)

              	
                The
                  “Credit
                  Support Default”
                  provisions of Section 5(a)(iii) will apply to Party A and will
                  not apply
                  to Party B except that Section 5(a)(iii)(1) will apply to Party
                  B solely
                  in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                  Support Annex; provided,
                  however,
                  that notwithstanding anything to the contrary in Section 5(a)(iii)(1),
                  any
                  failure by Party A to comply with or perform any obligation to
                  be complied
                  with or performed by Party A under the Credit Support Annex shall
                  not
                  constitute an Event of Default under Section 5(a)(iii) unless (A)
                  a
                  Required Ratings Downgrade Event has occurred and been continuing
                  for 30
                  or more Local Business Days and (B) such failure is not remedied
                  on or
                  before the third Local Business Day after notice of such failure
                  is given
                  to Party A.

              


      

      


      
        	 	
                (iv)

              	
                The
                  “Misrepresentation”
                  provisions of Section 5(a)(iv) will apply to Party A and will not
                  apply to
                  Party B. 

              


      

      


      
        	 	
                (v)

              	
                The
                  “Default
                  under Specified Transaction”
                  provisions of Section 5(a)(v) will apply to Party A and will not
                  apply to
                  Party B.

              


      

      


      
        	 	
                (vi)

              	
                The
                  “Cross
                  Default”
                  provisions of Section 5(a)(vi) will apply to Party A and will not
                  apply to
                  Party B. For purposes of Section 5(a)(vi), solely with respect
                  to Party
                  A:

              


      

      


      “Specified
        Indebtedness” will have the meaning specified in Section 14, except that such
        term shall not include obligations in respect of deposits received in the
        ordinary course of Party A’s banking business.

      


      “Threshold
        Amount” means with respect to Party A an amount equal to three percent (3%) of
        the shareholders’ equity of Party A or, if applicable, the Eligible Guarantor,
        in either case, as shown in the most recent audited financial statements
        of such
        entity. 

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (vii)

              	
                The
                  “Bankruptcy”
                  provisions of Section 5(a)(vii) will apply to Party A and will
                  apply to
                  Party B except that the provisions of Section 5(a)(vii)(2), (6)
                  (to the
                  extent that such provisions refer to any appointment contemplated
                  or
                  effected by the Pooling and Servicing Agreement or any appointment
                  to
                  which Party B has not become subject), (7) and (9) will not apply
                  to Party
                  B; provided
                  that, with respect to Party B only, Section 5(a)(vii)(4) is hereby
                  amended
                  by adding after the words “against it” the words “(excluding any
                  proceeding or petition instituted or presented by Party A or its
                  Affiliates)”, and Section 5(a)(vii)(8) is hereby amended by deleting the
                  words “to (7) inclusive” and inserting lieu thereof “, (3), (4) as
                  amended, (5), (6) as amended, or (7)”. For purposes of Section
                  5(a)(vii)(6), the only relevant appointments are the appointments
                  of (i)
                  HSBC Bank USA, National Association, as the Supplemental Interest
                  Trust
                  Trustee to the Supplemental Interest Trust, (ii) Wells Fargo, National
                  Association, as Securities Administrator, and (iii) any successor
                  to HSBC
                  Bank USA, National Association as Supplemental Interest Trust Trustee
                  to
                  the Supplemental Interest Trust or Wells Fargo, National Association
                  as
                  Securities Administrator that is appointed in accordance with the
                  Pooling
                  and Servicing Agreement.

              


      

      


      
        	 	
                (viii)

              	
                The
                  “Merger
                  Without Assumption”
                  provisions of Section 5(a)(viii) will apply to Party A and will
                  apply to
                  Party B.

              


      

      


      
        	(d)	
                Termination
                  Events.

              


      

      


      The
        statement below that a Termination Event will apply to a specific party means
        that upon the occurrence of such a Termination Event, if such specific party
        is
        the Affected Party with respect to a Tax Event, the Burdened Party with respect
        to a Tax Event Upon Merger (except as noted below) or the non-Affected Party
        with respect to a Credit Event Upon Merger, as the case may be, such specific
        party shall have the right to designate an Early Termination Date in accordance
        with Section 6 of this Agreement; conversely, the statement below that such
        an
        event will not apply to a specific party means that such party shall not
        have
        such right; provided,
        however,
        with
        respect to “Illegality” the statement that such event will apply to a specific
        party means that upon the occurrence of such a Termination Event with respect
        to
        such party, either party shall have the right to designate an Early Termination
        Date in accordance with Section 6 of this Agreement.

      


      
        	
              	(i)	
                The
                  “Illegality”
                  provisions of Section 5(b)(i) will apply to Party A and will apply
                  to
                  Party B.

              


      

      


      
        	 	
                (ii)

              	
                The
                  “Tax
                  Event”
                  provisions of Section 5(b)(ii) will apply to Party A except that,
                  for
                  purposes of the application of Section 5(b)(ii) to Party A, Section
                  5(b)(ii) is hereby amended by deleting the words “(x) any action taken by
                  a taxing authority, or brought in a court of competent jurisdiction,
                  on or
                  after the date on which a Transaction is entered into (regardless
                  of
                  whether such action is taken or brought with respect to a party
                  to this
                  Agreement) or (y)”, and the “Tax
                  Event”
                  provisions of Section 5(b)(ii) will apply to Party B.
                  

              


      

      


      
        	 	
                (iii)

              	
                The
                  “Tax
                  Event Upon Merger”
                  provisions of Section 5(b)(iii) will apply to Party A and will
                  apply to
                  Party B, provided
                  that Party A shall not be entitled to designate an Early Termination
                  Date
                  by reason of a Tax Event upon Merger in respect of which it is
                  the
                  Affected Party.

              


      

      


      
        	 	
                (iv)

              	
                The
                  “Credit
                  Event Upon Merger”
                  provisions of Section 5(b)(iv) will not apply to Party A and will
                  not
                  apply to Party B.

              


      

      


      
        	
                (e)

              	
                The
                  “Automatic
                  Early Termination”
                  provision of Section 6(a) will not apply to Party A and will not
                  apply to
                  Party B.

              


      

      


      
        	(f)	
                Payments
                  on Early Termination.
                  For the purpose of Section 6(e) of this
                  Agreement:

              


      

      


      
        	 	
                (i)

              	
                Market
                  Quotation will apply, provided,
                  however,
                  that in the event of a Derivative Provider Trigger Event, the following
                  provisions will apply:

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (A)
                  

              	
                The
                  definition of Market Quotation in Section 14 shall be deleted in
                  its
                  entirety and replaced with the
                  following:

              


      

      


      “Market
        Quotation” means,
        with respect to one or more Terminated Transactions, a Firm Offer which is
        (1)
        made by a Reference Market-maker that is an Eligible Replacement, (2) for
        an
        amount that would be paid to Party B (expressed as a negative number) or
        by
        Party B (expressed as a positive number) in consideration of an agreement
        between Party B and such Reference Market-maker to enter into a Replacement
        Transaction, and (3) made on the basis that Unpaid Amounts in respect of
        the
        Terminated Transaction or group of Transactions are to be excluded but, without
        limitation, any payment or delivery that would, but for the relevant Early
        Termination Date, have been required (assuming satisfaction of each applicable
        condition precedent) after that Early Termination Date is to be included.
        The
        party making the determination (or its agent) will request each Reference
        Market-maker to provide its quotation to the extent reasonably practicable
        as of
        the same day and time (without regard to different time zones) on or as soon
        as
        reasonably practicable before the Latest Settlement Amount Determination
        Day (as
        defined below). The day and time as of which those quotations are to be obtained
        will be selected in good faith by the party obliged to make a determination
        under Section 6(e), and, if each party is so obliged, after consultation
        with
        the other. 

      


      
        	 	
                (B)

              	
                The
                  definition of Settlement Amount shall be deleted in its entirety
                  and
                  replaced with the following:

              


      

      


      “Settlement
        Amount”
        means,
        with respect to any Early Termination Date, an amount (as determined by Party
        B)
        equal to: 

      


      
        	 	
                (a)

              	
                If
                  a Market Quotation for the relevant Terminated Transaction or group
                  of
                  Terminated Transactions is accepted by Party B so as to become
                  legally
                  binding on or before the day falling ten Local Business Days after
                  the day
                  on which the Early Termination Date is designated, or such later
                  day as
                  Party B may specify in writing to Party A, but in either case no
                  later
                  than one Local Business Day prior to the Early Termination Date
                  (such day,
                  the “Latest Settlement Amount Determination Day”), the Termination
                  Currency Equivalent of the amount (whether positive or negative)
                  of such
                  Market Quotation; 

              


      

      


      
        	 	
                (b)

              	
                If,
                  on the Latest Settlement Amount Determination Day, no Market Quotation
                  for
                  the relevant Terminated Transaction or group of Terminated Transactions
                  has been accepted by Party B so as to become legally binding and
                  one or
                  more Market Quotations from
                  Approved Replacements have
                  been made and remain capable of becoming legally binding upon acceptance,
                  the Settlement Amount shall equal the Termination Currency Equivalent
                  of
                  the amount (whether positive or negative) of the lowest of such
                  Market
                  Quotations (for the avoidance of doubt, the lowest of such Market
                  Quotations shall be the lowest Market Quotation of
                  such Market Quotations
                  expressed as a positive number or, if any of such Market Quotations
                  is
                  expressed as a negative number, the Market Quotation expressed
                  as a
                  negative number with the largest absolute value);
                  or

              


      

      


      
        	 	
                (c)

              	
                If,
                  on the Latest Settlement Amount Determination Day, no Market Quotation
                  for
                  the relevant Terminated Transaction or group of Terminated Transactions
                  is
                  accepted by Party B so as to become legally binding and no Market
                  Quotation from an Approved Replacement remains capable of becoming
                  legally
                  binding upon acceptance, the Settlement Amount shall equal Party
                  B’s Loss
                  (whether positive or negative and without reference to any Unpaid
                  Amounts)
                  for the relevant Terminated Transaction or group of Terminated
                  Transactions.

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (C)

              	
                If
                  Party B requests Party A in writing to obtain Market Quotations,
                  Party A
                  shall use its reasonable efforts to do so before the Latest Settlement
                  Amount Determination Day.

              


      

      


      
        	 	
                (D)

              	
                If
                  the Settlement Amount is a negative number, Section 6(e)(i)(3)
                  shall be
                  deleted in its entirety and replaced with the
                  following:

              


      

      


      “(3)
        Second
        Method and Market Quotation.
        If the
        Second Method and Market Quotation apply, (I) Party B shall pay to Party
        A an
        amount equal to the absolute value of the Settlement Amount in respect of
        the
        Terminated Transactions, (II) Party B shall pay to Party A the Termination
        Currency Equivalent of the Unpaid Amounts owing to Party A and (III) Party
        A
        shall pay to Party B the Termination Currency Equivalent of the Unpaid Amounts
        owing to Party B; provided,
        however,
        that
        (x) the amounts payable under the immediately preceding clauses (II) and
        (III)
        shall be subject to netting in accordance with Section 2(c) of this Agreement
        and (y) notwithstanding any other provision of this Agreement, any amount
        payable by Party A under the immediately preceding clause (III) shall not
        be
        netted-off against any amount payable by Party B under the immediately preceding
        clause (I).”

       

      
        	 	
                (E)

              	
                At
                  any time on or before the Latest Settlement Amount Determination
                  Day at
                  which two or more Market Quotations from Approved Replacements
                  remain
                  capable of becoming legally binding upon acceptance, Party B shall
                  be
                  entitled to accept only the lowest of such Market Quotations (for
                  the
                  avoidance of doubt, the lowest of such Market Quotations shall
                  be the
                  lowest Market Quotation of such Market Quotations expressed as
                  a positive
                  number or, if any of such Market Quotations is expressed as a negative
                  number, the Market Quotation expressed as a negative number with
                  the
                  largest absolute value).

              


      

      


      
        	 	
                (ii)

              	
                The
                  Second Method will apply.

              


      

      


      
        	(g)	
                “Termination
                  Currency”
                  means USD.

              


      

      


      
        	(h)	
                Additional
                  Termination Events.
                  Additional Termination Events will apply as provided in Part 5(c).
                  

              


      

      


      
        
          
            
            

          

          
            7

            
              

            

          

          
             

          

        

      

      


      Part
        2.  Tax
        Matters.

      


      
        	(a)	
                Tax
                  Representations. 

              


      

      


      
        	 	
                (i)

              	
                Payer
                  Representations.
                  For the purpose of Section 3(e) of this Agreement:
                  

              


      

      
        


        
          	 	
                  (A)

                	
                  Party
                    A makes the following
                    representation(s):

                


        

         

      

      It
        is not
        required by any applicable law, as modified by the practice of any relevant
        governmental revenue authority, of any Relevant Jurisdiction to make any
        deduction or withholding for or on account of any Tax from any payment (other
        than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to
        be made
        by it to the other party under this Agreement. In making this representation,
        it
        may rely on: the accuracy of any representations made by the other party
        pursuant to Section 3(f) of this Agreement; (ii) the satisfaction of the
        agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and
        the
        accuracy and effectiveness of any document provided by the other party pursuant
        to Section 4(a)(i) or 4(a)(iii) of this Agreement; and (iii) the satisfaction
        of
        the agreement of the other party contained in Section 4(d) of this Agreement,
        provided
        that it
        shall not be a breach of this representation where reliance is placed on
        clause
        (ii) and the other party does not deliver a form or document under Section
        4(a)(iii) by reason of material prejudice to its legal or commercial
        position.

      
        


        
          	 	
                  (B)

                	
                  Party
                    B makes the following
                    representation(s):

                


        

      

       

      None.

      


      
        	
              	(ii)	
                Payee
                  Representations.
                  For the purpose of Section 3(f) of this Agreement:
                  

              


      

       

      
        	
              	(A)	
                Party
                  A makes the following
                  representation(s):

              


      

      


      
        	
              	(i)	
                Party
                  A is a tax resident of the United
                  Kingdom;

              


      

       

      
        	 	
                (ii)

              	
                Party
                  A is a "foreign person" within the meaning of the applicable U.S.
                  Treasury
                  Regulations concerning information reporting and backup withholding
                  tax
                  (as in effect on January 1, 2001), unless Party A provides written
                  notice
                  to Party B that it is no longer a foreign person;
                  

              


      

       

      
        	 	
                (iii)

              	
                in
                  respect of each Transaction Party A enters into through an office
                  or
                  discretionary agent in the United States or which otherwise is
                  allocated
                  (in whole or part) for United States federal income tax purposes
                  to such
                  United States trade or business, each payment received or to be
                  received
                  by Party A under such Transaction (or portion thereof, if applicable)
                  will
                  be effectively connected with its conduct of a trade or business
                  in the
                  United States; and

              


      

       

      
        	 	
                (iv)

              	
                in
                  respect of all other Transactions or portions thereof, no such
                  payment
                  received or to be received by Party A in connection with this Agreement
                  is
                  attributable to a trade or business carried on by it through a
                  permanent
                  establishment in the United States.

              


      

       

      
        	
              	(B)	
                Party
                  B makes the following
                  representation(s):

              


      

      


      None. 

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      


      
        	
                (b)

              	
                Tax
                  Provisions.

              


      

      


      
        	 	
                (i)

              	
                Gross
                  Up.
                  Section 2(d)(i)(4) shall not apply to Party B as X, and Section
                  2(d)(ii)
                  shall not apply to Party B as Y, in each case such that Party B
                  shall not
                  be required to pay any additional amounts referred to
                  therein.

              


      

      


      
        	 	
                (ii)

              	
                Indemnifiable
                  Tax.
                  The definition of “Indemnifiable Tax” in Section 14 is deleted in its
                  entirety and replaced with the
                  following:

              


      

      


      “Indemnifiable
        Tax”
        means,
        in relation to payments by Party A, any Tax and, in relation to payments
        by
        Party B, no Tax. 

      


      
        
          
            
            

          

          
            9

            
              

            

          

          
             

          

        

      

      


      Part
        3.  Agreement
        to Deliver Documents.  

      


      (a) For
        the
        purpose of Section 4(a)(i), tax forms, documents, or certificates to be
        delivered are:

      


      
        	
                Party
                  required to deliver document

              	
                 

              	
                Form/Document/Certificate

              	
                 

              	
                Date
                  by which to be
                  delivered

              
	 	 	 	 	 
	
                Party
                  A

              	 	
                A
                  correct, complete and duly executed U.S. Internal Revenue Service
                  Form
                  (W-8BEN, W-8ECI, W-9 or other applicable form (or successor thereto)),
                  together with appropriate attachments, that eliminates U.S. federal
                  withholding and backup withholding Tax on payments to Party A under
                  this
                  Agreement.

              	 	
                Upon
                  the execution and delivery of this Agreement and upon reasonable
                  request.

              
	 	 	 	 	 
	
                Party
                  B

              	 	
                Any
                  form or document required or reasonably requested to allow the
                  other party
                  to make payments to Party B under the Agreement without any deduction
                  or
                  withholding for or on account of any Tax, or with such deduction
                  or
                  withholding at a reduced rate, which may include tax forms relating
                  to the
                  beneficial owner of payments to Party B under the Agreement from
                  time to
                  time. 

              	 	
                Upon
                  the execution and delivery of this Agreement and at any time that
                  the last
                  such document delivered becomes incorrect or
                  out-of-date.

              


      

       

      
        
          
            
            

          

          
            10

            
              

            

          

          
             

          

        

      

      


      (b) For
        the
        purpose of Section 4(a)(ii), other documents to be delivered are:

      


      
        	
                Party
                  required to deliver document

              	
                 

              	
                Form/Document/Certificate

              	
                 

              	
                Date
                  by which to be
                  delivered

              	
                 

              	
                Covered
                  by Section 3(d) Representation

              
	 	 	 	 	 	 	 
	
                Party
                  A and

                Party
                  B

              	 	
                Any
                  documents required by the receiving party to evidence the authority
                  of the
                  delivering party or its Credit Support Provider, if any, for it
                  to execute
                  and deliver the Agreement, this Confirmation, and any Credit Support
                  Documents to which it is a party, and to evidence the authority
                  of the
                  delivering party or its Credit Support Provider to perform its
                  obligations
                  under the Agreement, this Confirmation and any Credit Support Document,
                  as
                  the case may be

              	 	
                Upon
                  the execution and delivery of this Agreement

              	 	
                Yes

              
	 	 	 	 	 	 	 
	
                Party
                  A and

                Party
                  B

              	 	
                A
                  certificate of an authorized officer of the party, as to the incumbency
                  and authority of the respective officers of the party signing the
                  Agreement, this Confirmation, and any relevant Credit Support Document,
                  as
                  the case may be

              	 	
                Upon
                  the execution and delivery of this Agreement

              	 	
                Yes

              
	 	 	 	 	 	 	 
	
                Party
                  A

              	 	
                Annual
                  Report of Party A containing consolidated financial statements
                  certified
                  by independent certified public accountants and prepared in accordance
                  with generally accepted accounting principles in the country in
                  which
                  Party A is organized

              	 	
                Promptly
                  upon becoming publicly available, if not available on Party A’s
                  website

              	 	
                Yes

              
	 	 	 	 	 	 	 
	
                Party
                  A

              	 	
                Interim
                  Financial Statements of Party A containing unaudited, consolidated
                  financial statements of Party A’s reporting period prepared in accordance
                  with generally accepted accounting principles in the country in
                  which
                  Party A is organized

              	 	
                Promptly
                  upon becoming publicly available, if not available on Party A’s
                  website.

              	 	
                Yes

              
	 	 	 	 	 	 	 
	
                Party
                  A and 

                Party
                  B

              	 	
                Opinion(s)
                  of counsel satisfactory to the other party

              	 	
                Upon
                  the execution and delivery of this Agreement

              	 	
                No

              


      

       

      
        
          
            
            

          

          
            11

            
              

            

          

          
             

          

        

      

      


      Part
        4. Miscellaneous. 

      


      
        	
                (a)

              	
                Address
                  for Notices:
                  For the purposes of Section 12(a) of this
                  Agreement:

              


      

      


      Address
        for notices or communications to Party A and Party B shall be those set forth
        on
        the first page of the Confirmation:

      


      
        	(b)	
                Process
                  Agent.
                  For the purpose of Section 13(c):

              


      

      


      Party
        A
        appoints as its Process Agent: Not applicable.

      


      Party
        B
        appoints as its Process Agent: Not applicable.

      


      
        	
                (c)

              	
                Offices.
                  The provisions of Section 10(a) will apply to this
                  Agreement.

              


      

      


      
        	
                (d)

              	
                Multibranch
                  Party.
                  For the purpose of Section 10(c) of this
                  Agreement:

              


      

      


      Party
        A
        is not a Multibranch Party.

      


      
        Party
          B
          is not a Multibranch Party.


      

      
        	
                (e)

              	
                Calculation
                  Agent.
                  The Calculation Agent is Party A.

              


      

      


      
        	(f)	
                Credit
                  Support Document. 

              


      

       

      
        
          Party
            A:
The
            Credit Support Annex, and any guarantee in support of Party A’s obligations
            under this Agreement.

        

      

      


      Party
        B: The
        Credit Support Annex, solely in respect of Party B’s obligations under Paragraph
        3(b) of the Credit Support Annex.

       

      
        	
                (g)

              	
                Credit
                  Support Provider.

              


      

      


      Party
        A: The
        guarantor under any guarantee in support of Party A’s obligations under this
        Agreement.

      


      Party
        B: None.

      


      
        	
                (h)

              	
                Governing
                  Law.
                  The parties to this Agreement hereby agree that the law of the
                  State of
                  New York shall govern their rights and duties in whole, without
                  regard to
                  the conflict of law provisions thereof other than New York General
                  Obligations Law Sections 5-1401 and 5-1402.


              


      

      


      
        	
                (i)

              	
                Netting
                  of Payments.
                  The parties agree that subparagraph (ii) of Section 2(c) will apply
                  to
                  each Transaction hereunder. 

              


      

      


      
        	
                (j)

              	
                Affiliate.
                  “Affiliate”
                  shall have the meaning assigned thereto in Section 14; provided,
                  however,
                  that Party B shall be deemed to have no Affiliates for purposes
                  of this
                  Agreement, including for purposes of Section
                  6(b)(ii).

              


      

       

      
        
          
            
            

          

          
            12

            
              

            

          

          
             

          

        

      

      


      Part
        5.  Others
        Provisions.

      


      
        	
                (a)

              	
                Definitions.
                  Unless
                  otherwise specified in a Confirmation, this Agreement and each
                  Transaction
                  under this Agreement are subject to the 2000 ISDA Definitions as
                  published
                  and copyrighted in 2000 by the International Swaps and Derivatives
                  Association, Inc. (the “Definitions”),
                  and will be governed in all relevant respects by the provisions
                  set forth
                  in the Definitions, without regard to any amendment to the Definitions
                  subsequent to the date hereof. The provisions of the Definitions
                  are
                  hereby incorporated by reference in and shall be deemed a part
                  of this
                  Agreement, except that (i) references in the Definitions to a “Swap
                  Transaction” shall be deemed references to a “Transaction” for purposes of
                  this Agreement, and (ii) references to a “Transaction” in this Agreement
                  shall be deemed references to a “Swap Transaction” for purposes of the
                  Definitions. Each term capitalized but not defined in this Agreement
                  shall
                  have the meaning assigned thereto in the Pooling and Servicing
                  Agreement.

              


      

       

      
        	(b)	
                Amendments
                  to ISDA Master Agreement.

              


      

      


      
        	 	
                (i)

              	
                Single
                  Agreement.
                  Section 1(c) is hereby amended by the adding the words “including, for the
                  avoidance of doubt, the Credit Support Annex” after the words “Master
                  Agreement”. 

              


      

      


      
        	 	
                (ii)

              	
                [Reserved]

              


      

      


      
        	 	
                (iii)

              	
                Change
                  of Account.
                  Section 2(b) is hereby amended by the addition of the following
                  after the
                  word “delivery” in the first line
                  thereof:

              


      

       

      “to
        another account in the same legal and tax jurisdiction as the original
        account”.

      


      
        	 	
                (iv)

              	
                Representations.
                  Section 3 is hereby amended by adding at the end thereof the following
                  subsection (g): 

              


      

      


      
        	 	
                “(g)

              	
                Relationship
                  Between Parties. 

              


      

      


      
        	 	
                (1)

              	
                Nonreliance.
                  (i) It is not relying on any statement or representation of the
                  other
                  party regarding the Transaction (whether written or oral), other
                  than the
                  representations expressly made in this Agreement or the Confirmation
                  in
                  respect of that Transaction and (ii) it has consulted with its
                  own legal,
                  regulatory, tax, business, investment, financial and accounting
                  advisors
                  to the extent it has deemed necessary, and it has made its own
                  investment,
                  hedging and trading decisions based upon its own judgment and upon
                  any
                  advice from such advisors as it has deemed necessary and not upon
                  any view
                  expressed by the other party.

              


      

       

      
        	 	
                (2)

              	
                Evaluation
                  and Understanding. (i) It has the capacity to evaluate (internally
                  or
                  through independent professional advice) the Transaction and has
                  made its
                  own decision to enter into the Transaction and (ii) It understands
                  the
                  terms, conditions and risks of the Transaction and is willing and
                  able to
                  accept those terms and conditions and to assume those risks, financially
                  and otherwise. 

              


      

      


      
        	 	
                (3)

              	
                Purpose.
                  It is entering into the Transaction for the purposes of managing
                  its
                  borrowings or investments, hedging its underlying assets or liabilities
                  or
                  in connection with a line of business.


              


      

      


      
        	 	
                (4)

              	
                Status
                  of Parties. The other party is not acting as an agent, fiduciary
                  or
                  advisor for it in respect of the Transaction.


              


      

      


      
        	 	
                (5)

              	
                Eligible
                  Contract Participant. It is an “eligible contract participant” as defined
                  in Section 1(a)(12) of the Commodity Exchange Act, as
                  amended.”

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (v)

              	
                Transfer
                  to Avoid Termination Event.
                  Section 6(b)(ii) is hereby amended by (i) deleting the words “or if a Tax
                  Event Upon Merger occurs and the Burdened Party is the Affected
                  Party,”
                  and (ii) by deleting the words “to transfer” and inserting the words “to
                  effect a Permitted Transfer” in lieu
                  thereof.

              


      

      


      
        	 	
                (vi)

              	
                Jurisdiction.
                  Section
                  13(b) is hereby amended by: (i) deleting in the second line of
                  subparagraph (i) thereof the word "non-", (ii) deleting “; and” from the
                  end of subparagraph 1 and inserting “.” in lieu thereof, and (iii)
                  deleting the final paragraph
                  thereof.

              


      

      


      
        	 	
                (vii)

              	
                Local
                  Business Day.
                  The definition of Local Business Day in Section 14 is hereby amended
                  by
                  the addition of the words “or any Credit Support Document” after “Section
                  2(a)(i)” and the addition of the words “or Credit Support Document” after
                  “Confirmation”. 

              


      

      


      
        	
                (c)

              	
                Additional
                  Termination Events.
                  The following Additional Termination Events will
                  apply:

              


      

      


      
        	 	
                (i)

              	
                First
                  Rating Trigger Collateral.
                  If
                  (A) it is not the case that a Moody’s Second Trigger Ratings Event has
                  occurred and been continuing for 30 or more Local Business Days
                  and (B)
                  Party
                  A has failed to comply with or perform any obligation to be complied
                  with
                  or performed by Party A in accordance with the Credit Support Annex,
                  then
                  an Additional Termination Event shall have occurred with respect
                  to Party
                  A and Party A shall be the sole Affected Party with respect to
                  such
                  Additional Termination Event. 

              


      

      


      
        	 	
                (ii)

              	
                Second
                  Rating Trigger Replacement.
                  If
                  (A) a Required Ratings Downgrade Event has occurred and been continuing
                  for 30 or more Local Business Days and (B) (i) at least one Eligible
                  Replacement has made a Firm Offer to be the transferee of all of
                  Party A’s
                  rights and obligations under this Agreement (and such Firm Offer
                  remains
                  an offer that will become legally binding upon such Eligible Replacement
                  upon acceptance by the offeree) and/or (ii) an Eligible Guarantor
                  has made
                  a Firm Offer to provide an Eligible Guarantee (and such Firm Offer
                  remains
                  an offer that will become legally binding upon such Eligible Guarantor
                  immediately upon acceptance by the offeree), then an Additional
                  Termination Event shall have occurred with respect to Party A and
                  Party A
                  shall be the sole Affected Party with respect to such Additional
                  Termination Event. 

              


      

      


      
        	 	
                (iii)

              	
                Amendment
                  of the Pooling and Servicing Agreement.
                  If, without the prior written consent of Party A where such consent
                  is
                  required under the Pooling and Servicing Agreement (such consent
                  not to be
                  unreasonably withheld), an amendment is made to the Pooling and
                  Servicing
                  Agreement which amendment could reasonably be expected to have
                  a material
                  adverse effect on the interests of Party A (excluding, for the
                  avoidance
                  of doubt, any amendment to the Pooling and Servicing Agreement
                  that is
                  entered into solely for the purpose of appointing a successor,
                  servicer,
                  master servicer, securities administrator, trustee or other service
                  provider) under this Agreement, an Additional Termination Event
                  shall have
                  occurred with respect to Party B and Party B shall be the sole
                  Affected
                  Party with respect to such Additional Termination Event.
                  

              


      

      


      
        	 	
                (iv)

              	
                Regulation
                  AB. If
                  (i) the Depositor still has a reporting obligation with respect
                  to the
                  Transaction hereunder pursuant to Regulation AB and (ii) Party
                  A has not,
                  within the applicable time period specified in Part 5(e)(ii)(a)
                  below
                  after a Swap Disclosure Event, complied with any of the provisions
                  set
                  forth in Part 5(e)(ii) below, then an Additional Termination Event
                  shall
                  have occurred with respect to Party A and Party A shall be the
                  sole
                  Affected Party with respect to such Additional Termination
                  Event.

              


      

      


      
        	 	
                (v)

              	
                Optional
                  Termination of Securitization.
                  An
                  Additional Termination Event shall occur upon the notice to
                  Certificateholders of an Optional Termination becoming unrescindable
                  in
                  accordance with Article X of the Pooling and Servicing Agreement
                  (such
                  notice, the “Optional
                  Termination Notice”).
                  With respect to such Additional Termination Event: (A) Party B
                  shall be
                  the sole Affected Party; (B) notwithstanding anything to the contrary
                  in
                  Section 6(b)(iv) or Section 6(c)(i), the final Distribution Date
                  specified
                  in the Optional Termination Notice is hereby designated as the
                  Early
                  Termination Date for this Additional Termination Event in respect
                  of all
                  Affected Transactions; (C) Section 2(a)(iii)(2) shall not be applicable
                  to
                  any Affected Transaction in
                  connection with the Early Termination Date resulting from this
                  Additional
                  Termination Event; notwithstanding anything to the contrary in
                  Section
                  6(c)(ii), payments and deliveries under Section 2(a)(i) or Section
                  2(e) in
                  respect of the Terminated Transactions resulting from this Additional
                  Termination Event will be required to be made through and including
                  the
                  Early Termination Date designated
                  as a result of this Additional Termination Event; provided,
                  for the avoidance of doubt, that any such payments or deliveries
                  that are
                  made on or prior to such Early Termination Date will not be treated
                  as
                  Unpaid Amounts in determining the amount payable in respect of
                  such Early
                  Termination Date; (D) notwithstanding anything to the contrary
                  in Section
                  6(d)(i), (I) if, no later than 4:00 pm New York City time on the
                  day that
                  is four Business Days prior to the final Distribution Date specified
                  in
                  the Optional Termination Notice, the Securities Administrator requests
                  the
                  amount of the Estimated Swap Termination Payment, Party A shall
                  provide to
                  the Securities Administrator in writing (which may be done in electronic
                  format) the amount of the Estimated Swap Termination Payment no
                  later than
                  2:00 pm New York City time on the following Business Day and (II)
                  if the
                  Securities Administrator provides written notice (which may be
                  done in
                  electronic format) to Party A no later than two Business Days prior
                  to the
                  final Distribution Date specified in the Optional Termination Notice
                  that
                  all requirements of the Optional Termination have been met, then
                  Party A
                  shall, no later than one Business Day prior to the final Distribution
                  Date
                  specified in the Optional Termination Notice, make the calculations
                  contemplated by Section 6(e) of the ISDA Master Agreement (as amended
                  herein) and provide to the Securities Administrator in writing
                  (which may
                  be done in electronic format) the amount payable by either Party
                  B or
                  Party A in respect of the related Early Termination Date in
                  connection with this Additional Termination Event; provided,
                  however,
                  that the amount payable by Party B, if any, in respect of the related
                  Early Termination Date shall be the lesser of (x) the amount calculated
                  to
                  be due from Party B pursuant to Section 6(e) and (y) the Estimated
                  Swap
                  Termination Payment; and (E) notwithstanding anything to the contrary
                  in
                  this Agreement, any amount due from Party B to Party A in respect
                  of this
                  Additional Termination Event will be payable on the final Distribution
                  Date specified in the Optional Termination Notice and any amount
                  due from
                  Party A to Party B in respect of this Additional Termination Event
                  will be
                  payable one Business Day prior to the final Distribution Date specified
                  in
                  the Optional Termination Notice. 

              


      

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      The
        Securities Administrator shall be an express third party beneficiary of this
        Agreement as if a party hereto to the extent of the Securities Administrator’s
        rights specified herein. 

      


      
        	
                (d)

              	
                Required
                  Ratings Downgrade Event.
                  In
                  the event that no Relevant Entity has credit ratings at least equal
                  to the
                  Required Ratings Threshold (such event, a “Required
                  Ratings Downgrade Event”),
                  then Party A shall, as soon as reasonably practicable and so long
                  as a
                  Required Ratings Downgrade Event is in effect, at its own expense,
                  using
                  commercially reasonable efforts, procure either (A) a Permitted
                  Transfer
                  or (B) an Eligible Guarantee from an Eligible Guarantor.
                  

              


      

      


      
        	(e)	
                Compliance
                  with Regulation AB.
                  

              


      

       

      
        	
              	(i)	
                It
                  shall be a swap disclosure event (“Swap
                  Disclosure Event”)
                  if, at any time after the date hereof while the Depositor has reporting
                  obligations with respect to this Transaction pursuant to Regulation
                  AB,
                  the Depositor or Greenwich Capital Financial Products, Inc. (the
                  “Sponsor”)
                  notifies Party A that the aggregate “significance percentage” (calculated
                  in accordance with the provisions of Item 1115 of Regulation AB)
                  of all
                  derivative instruments provided by Party A and any of its affiliates
                  to
                  Party B (collectively, the “Aggregate
                  Significance Percentage”)
                  is 9% or more.

              


      

       

      
        	
              	(ii)	
                Upon
                  the occurrence of a Swap Disclosure Event while the Depositor has
                  reporting obligations with respect to this Transaction pursuant
                  to
                  Regulation AB, Party A, at its own cost and expense (and without
                  any
                  expense or liability to the Depositor, the Sponsor, the Underwriters,
                  the
                  Depositor, the Trustee or the Issuing Entity), shall take one of
                  the
                  following actions:

              


      

       

      
        	
              	(a)	
                provide
                  to the Sponsor and the Depositor: (i) if the Aggregate Significance
                  Percentage is 9% or more, but less than 10%, within thirty (30)
                  days,
                  either, at the sole discretion of Party A, the information required
                  under
                  Item 1115(b)(1) or Item 1115(b)(2) of Regulation AB, (ii) if the
                  Aggregate
                  Significance Percentage is 10% or more, but less than 20%, within
                  five (5)
                  Business Days, either, at the sole discretion of Party A, the information
                  required under Item 1115(b)(1) or Item 1115(b)(2) of Regulation
                  AB, (iii)
                  if the Aggregate Significance Percentage is 19% or more, but less
                  than
                  20%,, within thirty (30) days, the information required under Item
                  1115(b)(2) of Regulation AB or (iv) if the Aggregate Significance
                  Percentage is 20% or more, within five (5) Business Days, the information
                  required under Item 1115(b)(2) of Regulation AB;
                  or

              


      

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

       

      
        	
              	(b)	
                transfer
                  in a Permitted Transfer (provided that a Permitted Transfer pursuant
                  to
                  this subclause (b) shall not require satisfaction of the Rating
                  Agency
                  Condition) its obligations under the Transaction to a counterparty
                  with
                  the Approved Ratings Thresholds (or which satisfies the Rating
                  Agency
                  Condition), that (x) provides the information specified in clause
                  (a)
                  above to the Depositor and Sponsor and (y) enters into documentation
                  substantially similar to the documentation then in place between
                  Party A
                  and Party B. For purposes of this subclause (b), the parties agree
                  that
                  National Westminster Bank Plc (“NatWest”)
                  shall be an acceptable replacement for Party A, so long as NatWest
                  is able
                  to provide the information required under subclause (a) above and
                  satisfy
                  the requirements of this subclause
                  (b).

              


      

       

      
        	
              	(iii)	
                For
                  so long as the Aggregate Significance Percentage is 10% or more
                  the
                  Depositor has reporting obligations with respect to this Transaction,
                  Party A shall provide any updates to the information provided pursuant
                  to
                  clause (ii)(a) above to the Sponsor and the Depositor within five
                  (5)
                  Business Days following the availability thereof (but in no event
                  more
                  than 6 months after the end of Party A’s fiscal year for any annual update
                  and when available for any interim
                  update).

              


      

       

      
        	
              	(iv)	
                All
                  information provided pursuant to clause (ii) shall be in a form
                  suitable
                  for conversion to the format required for filing by the Depositor
                  with the
                  Commission via the Electronic Data Gathering and Retrieval System
                  (EDGAR).
                  The parties hereto acknowledge that electronic files in Adobe Acrobat
                  format will be deemed to satisfy the requirements of this Part
                  5(e)(iv).
                  In addition, any such information, if audited, shall be accompanied
                  by any
                  necessary auditor’s consents or, if such information is unaudited, shall
                  be accompanied by an appropriate agreed-upon procedures letter
                  from Party
                  A’s accountants. If permitted by Regulation AB, any such information
                  may
                  be provided by reference to or incorporation by reference from
                  reports
                  filed pursuant to the Exchange Act.

              


      

       

      
        	
                (f)

              	
                Transfers. 

              


      

       

      
        	
              	(i)	
                Section
                  7 is hereby amended to read in its entirety as
                  follows:

              


      

       

      “Except
        with respect to any Permitted Transfer pursuant to Section 6(b)(ii), Part
        5(d),
        Part 5(e)(ii)(b) or Part 5(f), neither Party A nor Party B is permitted to
        assign, novate or transfer (whether by way of security or otherwise) as a
        whole
        or in part any of its rights, obligations or interests under the Agreement
        or
        any Transaction unless (a) the prior written consent of the other party is
        obtained and (b) the Rating Agency Condition has been satisfied with respect
        to
        S&P and DBRS. At any time at which no Relevant Entity has credit ratings at
        least equal to the Approved Ratings Threshold, Party A may make a Permitted
        Transfer.”

       

      
        	 	
                (ii)

              	
                If
                  an Eligible Replacement has made a Firm Offer (which remains an
                  offer that
                  will become legally binding upon acceptance by Party B) to be the
                  transferee pursuant to a Permitted Transfer, Party B shall, at
                  Party A’s
                  written request and at Party A’s expense, take any reasonable steps
                  required to be taken by Party B to effect such transfer.
                  

              


      

       

      
        	
                (g)

              	
                Non-Recourse.
                  Party A acknowledges and agree that, notwithstanding any provision
                  in this
                  Agreement to the contrary, the obligations of Party B hereunder
                  are
                  limited recourse obligations of Party B, payable solely from the
                  Supplemental Interest Trust and the proceeds thereof, in accordance
                  with
                  the priority of payments and other terms of the Pooling and Servicing
                  Agreement and that Party A will not have any recourse to any of
                  the
                  directors, officers, employees, shareholders or affiliates of the
                  Party B
                  with respect to any claims, losses, damages, liabilities, indemnities
                  or
                  other obligations in connection with any transactions contemplated
                  hereby.
                  In the event that the Supplemental Interest Trust and the proceeds
                  thereof, funded in accordance with the priority of payments and
                  other
                  terms of the Pooling and Servicing Agreement, should be insufficient
                  to
                  satisfy all claims outstanding and following the realization of
                  the
                  account held by the Supplemental Interest Trust and the proceeds
                  thereof,
                  any claims against or obligations of Party B under the ISDA Master
                  Agreement or any other confirmation thereunder still outstanding
                  shall be
                  extinguished and thereafter not revive. The Supplemental Interest
                  Trust
                  Trustee shall not have liability for any failure or delay in making
                  a
                  payment hereunder to Party A due to any failure or delay in receiving
                  amounts in the account held by the Supplemental Interest Trust
                  from the
                  Trust created pursuant to the Pooling and Servicing Agreement.
                  This
                  provision will survive the termination of this
                  Agreement.

              


      

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

       

      
        	
                (h)

              	
                Timing
                  of Payments
                  by Party B upon Early Termination.
                  Notwithstanding anything to the contrary in Section 6(d)(ii), to
                  the
                  extent that all or a portion (in either case, the “Unfunded Amount”) of
                  any amount that is calculated as being due in respect of any Early
                  Termination Date under Section 6(e) from Party B to Party A will
                  be paid
                  by Party B from amounts other than any upfront payment paid to
                  Party B by
                  an Eligible Replacement that has entered a Replacement Transaction
                  with
                  Party B, then such Unfunded Amount shall be due on the next subsequent
                  Distribution Date following the date on which the payment would
                  have been
                  payable as determined in accordance with Section 6(d)(ii), and
                  on any
                  subsequent Distribution Dates until paid in full (or if such Early
                  Termination Date is the final Distribution Date, on such final
                  Distribution Date); provided,
                  however,
                  that if the date on which the payment would have been payable as
                  determined in accordance with Section 6(d)(ii) is a Distribution
                  Date,
                  such payment will be payable on such Distribution
                  Date.

              


      

      


      
        	
                (i)

              	
                Rating
                  Agency Notifications. Notwithstanding
                  any other provision of this Agreement, no Early Termination Date
                  shall be
                  effectively designated hereunder by Party B and no transfer of
                  any rights
                  or obligations under this Agreement shall be made by either party
                  unless
                  each Swap Rating Agency has been given prior written notice of
                  such
                  designation or transfer. 

              


      

      


      
        	
                (j)

              	
                No
                  Set-off.
                  Except as expressly provided for in Section 2(c), Section 6 or
                  Part
                  1(f)(i)(D) hereof, and notwithstanding any other provision of this
                  Agreement or any other existing or future agreement, each party
                  irrevocably waives any and all rights it may have to set off, net,
                  recoup
                  or otherwise withhold or suspend or condition payment or performance
                  of
                  any obligation between it and the other party hereunder against
                  any
                  obligation between it and the other party under any other agreements.
                  Section 6(e) shall be amended by deleting the following sentence:
“The
                  amount, if any, payable in respect of an Early Termination Date
                  and
                  determined pursuant to this Section will be subject to any
                  Set-off.”.

              


      

       

      
        	
                (k)

              	
                Amendment.
                  Notwithstanding any provision to the contrary in this Agreement,
                  no
                  amendment of either this Agreement or any Transaction under this
                  Agreement
                  shall be permitted by either party unless each of the Swap Rating
                  Agencies
                  has been provided prior written notice of the same and such amendment
                  satisfies the Rating Agency Condition with respect to S&P and
                  DBRS.

              


      

      


      
        	
                (l)

              	
                Notice
                  of Certain Events or Circumstances.
                  Each Party agrees, upon learning of the occurrence or existence
                  of any
                  event or condition that constitutes (or that with the giving of
                  notice or
                  passage of time or both would constitute) an Event of Default or
                  Termination Event with respect to such party, promptly to give
                  the other
                  Party and to each Swap Rating Agency notice of such event or condition;
                  provided
                  that failure to provide notice of such event or condition pursuant
                  to this
                  Part 5(l) shall not constitute an Event of Default or a Termination
                  Event.

              


      

       

      
        	(m)	
                Proceedings.
                  No
                  Relevant Entity shall institute against, or cause any other person
                  to
                  institute against, or join any other person in instituting against
                  Party
                  B, the Supplemental Interest Trust, or the trust formed pursuant
                  to the
                  Pooling and Servicing Agreement, in any bankruptcy, reorganization,
                  arrangement, insolvency or liquidation proceedings or other proceedings
                  under any federal or state bankruptcy or similar law for a period
                  of one
                  year (or, if longer, the applicable preference period) and one
                  day
                  following payment in full of the Certificates and any Notes. This
                  provision will survive the termination of this Agreement. 

              


      

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

       

      
        	
                (n)

              	
                Supplemental
                  Interest Trust Trustee Liability Limitations.
                  It
                  is expressly understood and agreed by the parties hereto that (a)
                  this
                  Agreement is executed by HSBC Bank USA, National Association
                  (“HSBC”)
                  not in its individual capacity, but solely as Supplemental Interest
                  Trust
                  Trustee under the Pooling and Servicing Agreement in the exercise
                  of the
                  powers and authority conferred and invested in it thereunder; (b)
                  HSBC has
                  been directed pursuant to the Pooling and Servicing Agreement to
                  enter
                  into this Agreement and to perform its obligations hereunder; (c)
                  each of
                  the representations, undertakings and agreements herein made on
                  behalf of
                  the Supplemental Interest Trust is made and intended not as personal
                  representations of the Supplemental Interest Trust Trustee but
                  is made and
                  intended for the purpose of binding only the Supplemental Interest
                  Trust;
                  and (d) under no circumstances shall HSBC
                  in its individual capacity be personally liable for any payments
                  hereunder
                  or for the breach or failure of any obligation, representation,
                  warranty
                  or covenant made or undertaken under this
                  Agreement.

              


      

      


      
        	
                (o)

              	
                Severability.
                  If
                  any term, provision, covenant, or condition of this Agreement,
                  or the
                  application thereof to any party or circumstance, shall be held
                  to be
                  invalid or unenforceable (in whole or in part) in any respect,
                  the
                  remaining terms, provisions, covenants, and conditions hereof shall
                  continue in full force and effect as if this Agreement had been
                  executed
                  with the invalid or unenforceable portion eliminated, so long as
                  this
                  Agreement as so modified continues to express, without material
                  change,
                  the original intentions of the parties as to the subject matter
                  of this
                  Agreement and the deletion of such portion of this Agreement will
                  not
                  substantially impair the respective benefits or expectations of
                  the
                  parties; provided,
                  however,
                  that this severability provision shall not be applicable if any
                  provision
                  of Section 2, 5, 6, or 13 (or any definition or provision in Section
                  14 to
                  the extent it relates to, or is used in or in connection with any
                  such
                  Section) shall be so held to be invalid or unenforceable.
                  

              


      

      


      The
        parties shall endeavor to engage in good faith negotiations to replace any
        invalid or unenforceable term, provision, covenant or condition with a valid
        or
        enforceable term, provision, covenant or condition, the economic effect of
        which
        comes as close as possible to that of the invalid or unenforceable term,
        provision, covenant or condition. 

      


      
        	
                (p)

              	
                Agent
                  for Party B.
                  Party A acknowledges that Party B has appointed the Supplemental
                  Interest
                  Trust Trustee and the Securities Administrator as its agent under
                  the
                  Pooling and Servicing Agreement to carry out certain functions
                  on behalf
                  of Party B, and that the Supplemental Interest Trust Trustee and
                  the
                  Securities Administrator shall be entitled to give notices and
                  to perform
                  and satisfy the obligations of Party B hereunder on behalf of Party
                  B.
                  

              


      

       

      
        	
                (q)

              	
                [Reserved]

              


      

       

      
        	
                (r)

              	
                Consent
                  to Recording.
                  Each party hereto consents to the monitoring or recording, at any
                  time and
                  from time to time, by the other party of any and all communications
                  between trading, marketing, and operations personnel of the parties
                  and
                  their Affiliates, waives any further notice of such monitoring
                  or
                  recording, and agrees to notify such personnel of such monitoring
                  or
                  recording. 

              


      

      


      
        	
                (s)

              	
                Waiver
                  of Jury Trial.
                  Each party waives any right it may have to a trial by jury in respect
                  of
                  any in respect of any suit, action or proceeding relating to this
                  Agreement or any Credit Support Document.


              


      

      


      
        	
                (t)

              	
                Form
                  of ISDA Master Agreement. Party
                  A and Party B hereby agree that the text of the body of the ISDA
                  Master
                  Agreement is intended to be the printed form of the ISDA Master
                  Agreement
                  (Multicurrency - Crossborder) as published and copyrighted in 1992
                  by the
                  International Swaps and Derivatives Association,
                  Inc.

              


      

      


      
        	
                (u)

              	
                Payment
                  Instructions.
                  Party A hereby agrees that, unless notified in writing by Party
                  B of other
                  payment instructions, any and all amounts payable by Party A to
                  Party B
                  under this Agreement shall be paid to the account specified in
                  Item 4 of
                  this Confirmation, below. 

              


      

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  (v)

                	
                  Additional
                    representations.

                


        

         

      

      
        	 	
                (i)

              	
                Representations
                  of Party A.
                  Party A represents to Party B on the date on which Party A enters
                  into
                  each Transaction that:—

              


      

       

      Party
        A’s
        obligations under this Agreement rank pari
        passu
        with all
        of Party A’s other unsecured, unsubordinated obligations except those
        obligations preferred by operation of law.

      


      
        	 	
                (ii)

              	
                Capacity.
                  Party A represents to Party B on the date on which Party A enters
                  into
                  this Agreement that it is entering into the Agreement and the Transaction
                  as principal and not as agent of any person. Party B represents
                  to Party A
                  on the date on which Party B enters into this Agreement that it
                  is
                  entering into the Agreement and the Transaction in its capacity
                  as
                  Supplemental Interest Trustee.

              


      

       

      
        	
                (w)

              	
                Acknowledgements.

              


      

      


      
        	 	
                (i)

              	
                Substantial
                  financial transactions.
                  Each party hereto is hereby advised and acknowledges as of the
                  date hereof
                  that the other party has engaged in (or refrained from engaging
                  in)
                  substantial financial transactions and has taken (or refrained
                  from
                  taking) other material actions in reliance upon the entry by the
                  parties
                  into the Transaction being entered into on the terms and conditions
                  set
                  forth herein and in the Pooling and Servicing Agreement relating
                  to such
                  Transaction, as applicable. This paragraph shall be deemed repeated
                  on the
                  trade date of each Transaction.

              


      

       

      
        	 	
                (ii)

              	
                Bankruptcy
                  Code.
                  Subject to Part 5(m), without limiting the applicability if any,
                  of any
                  other provision of the U.S. Bankruptcy Code as amended (the “Bankruptcy
                  Code”) (including without limitation Sections 362, 546, 556, and 560
                  thereof and the applicable definitions in Section 101 thereof),
                  the
                  parties acknowledge and agree that all Transactions entered into
                  hereunder
                  will constitute “forward contracts” or “swap agreements” as defined in
                  Section 101 of the Bankruptcy Code or “commodity contracts” as defined in
                  Section 761 of the Bankruptcy Code, that the rights of the parties
                  under
                  Section 6 of this Agreement will constitute contractual rights
                  to
                  liquidate Transactions, that any margin or collateral provided
                  under any
                  margin, collateral, security, pledge, or similar agreement related
                  hereto
                  will constitute a “margin payment” as defined in Section 101 of the
                  Bankruptcy Code, and that the parties are entities entitled to
                  the rights
                  under, and protections afforded by, Sections 362, 546, 556, and
                  560 of the
                  Bankruptcy Code.

              


      

       

      (x) Agency
        Role of Greenwich Capital Markets, Inc.
        In
        connection with this Agreement, Greenwich Capital Markets, Inc. has acted
        as
        agent on behalf of The Royal Bank of Scotland plc. Greenwich Capital Markets,
        Inc. has not guaranteed and is not otherwise responsible for the obligations
        of
        The Royal Bank of Scotland plc under this Agreement.

      


      
        	(y)	
                [Reserved]

              


      

      


      
        	(z)	
                Additional
                  Definitions. 

              


      

       

      As
        used
        in this Agreement, the following terms shall have the meanings set forth
        below,
        unless the context clearly requires otherwise: 

       

      “Approved
        Ratings Threshold”
        means
        each of the S&P Approved Ratings Threshold, the Moody’s First Trigger
        Ratings Threshold, and the DBRS Approved Ratings Threshold.

      


      “Approved
        Replacement” means,
        with respect to a Market Quotation, an entity making such Market Quotation,
        which entity would satisfy conditions (a), (b) and (c) of the definition
        of
        Permitted Transfer (as determined by Party B in its sole discretion, acting
        in a
        commercially reasonable manner) if such entity were a Transferee, as defined
        in
        the definition of Permitted Transfer.

      


      “DBRS”
        means
        Dominion Bond Rating Service, or any successor thereto. 

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      


      “DBRS
        Approved Ratings Threshold” means,
        with respect to Party A, the guarantor under an Eligible Guarantee, or an
        Eligible Replacement, a long-term unsecured and unsubordinated debt rating
        from
        DBRS of “AA(low)” and a short-term unsecured and unsubordinated debt rating from
        DBRS of “R-1(middle)”.

      


      “DBRS
        Required Ratings Threshold” means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, a
        long-term unsecured and unsubordinated debt rating from DBRS of
“BBB”.

      


      “Derivative
        Provider Trigger Event”
        means
        (i) an Event of Default with respect to which Party A is a Defaulting Party,
        (ii) a Termination Event with respect to which Party A is the sole Affected
        Party or (iii) an Additional Termination Event with respect to which Party
        A is
        the sole Affected Party.

      


      “Eligible
        Guarantee”
        means an
        unconditional and irrevocable guarantee of all present and future obligations
        (for the avoidance of doubt, not limited to payment obligations) of Party
        A or
        an Eligible Replacement to Party B under this Agreement that is provided
        by an
        Eligible Guarantor as principal debtor rather than surety and that is directly
        enforceable by Party B, the form and substance of which guarantee are subject
        to
        the Rating Agency Condition with respect to S&P and Fitch, and either (A) a
        law firm has given a legal opinion confirming that none of the guarantor’s
        payments to Party B under such guarantee will be subject to Tax
        collected by withholding or
        (B)
        such guarantee provides that, in the event that any of such guarantor’s payments
        to Party B are subject to Tax collected by withholding, such guarantor is
        required to pay such additional amount as is necessary to ensure that the
        net
        amount actually received by Party B (free and clear of any Tax collected
        by
        withholding) will equal the full amount Party B would have received had no
        such
        withholding been required.

      


      “Eligible
        Guarantor” means
        an
        entity that (A) has credit ratings from S&P and DBRS at least equal to the
        S&P Approved Ratings Threshold and the DBRS Approved Ratings Threshold and
        (B) has credit ratings from Moody’s at least equal to the Moody’s Second Trigger
        Ratings Threshold, provided, for the avoidance of doubt, that an Eligible
        Guarantee of an Eligible Guarantor with credit ratings below the Moody’s First
        Trigger Ratings Threshold will not cure or prevent the occurrence of a
        Collateral Event (as defined in the Credit Support Annex) with respect to
        Moody’s. 

      


      “Eligible
        Replacement”
        means an
        entity (i) (a) that has credit ratings from S&P and DBRS at least equal to
        the S&P Approved Ratings Threshold and the DBRS Approved Ratings Threshold
        and (b) has credit ratings from Moody’s at least equal to the Moody’s Second
        Trigger Ratings Threshold, provided, for the avoidance of doubt, that an
        Eligible Replacement with credit ratings below the Moody’s First Trigger Ratings
        Threshold will not cure or prevent the occurrence of a Collateral Event (as
        defined in the Credit Support Annex) with respect to Moody’s, or (ii) the
        present and future obligations (for the avoidance of doubt, not limited to
        payment obligations) of which entity to Party B under this Agreement are
        guaranteed pursuant to an Eligible Guarantee.

      


      “Estimated
        Swap Termination Payment”
        means,
        with respect to an Early Termination Date, an amount determined by Party
        A in
        good faith and in a commercially reasonable manner as the maximum payment
        that
        could be owed by Party B to Party A in respect of such Early Termination
        Date
        pursuant to Section 6(e) of the ISDA Master Agreement, taking into account
        then
        current market conditions.

      


      “Firm
        Offer”
        means
        (A) with respect to an Eligible Replacement, a quotation from such Eligible
        Replacement (i) in an amount equal to the actual amount payable by or to
        Party B
        in consideration of an agreement between Party B and such Eligible Replacement
        to replace Party A as the counterparty to this Agreement by way of novation
        or,
        if such novation is not possible, an agreement between Party B and such Eligible
        Replacement to enter into a Replacement Transaction (assuming that all
        Transactions hereunder become Terminated Transactions), and (ii) that
        constitutes an offer by such Eligible Replacement to replace Party A as the
        counterparty to this Agreement or enter a Replacement Transaction that will
        become legally binding upon such Eligible Replacement upon acceptance by
        Party
        B, and (B) with respect to an Eligible Guarantor, an offer by such Eligible
        Guarantor to provide an Eligible Guarantee that will become legally binding
        upon
        such Eligible Guarantor upon acceptance by the offeree.

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

       

      “Fitch”
        means
        Fitch Ratings Ltd., or any successor thereto.

      


      “Fitch
        Approved Ratings Threshold”
        means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, a long-term unsecured and unsubordinated debt rating
        from
        Fitch of “A” and a short-term unsecured and unsubordinated debt rating from
        Fitch of “F1”.

      


      “Fitch
        Required Ratings Downgrade Event”
        means
        that no Relevant Entity has credit ratings at least equal to the Fitch Required
        Ratings Threshold.

      


      “Fitch
        Required Ratings Threshold”
        means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, a long-term unsecured and unsubordinated debt rating
        from
        Fitch of “BBB-”.

      


      “Moody’s”
        means
        Moody’s Investors Service, Inc., or any successor thereto. 

      


      “Moody’s
        First Trigger Ratings Event”
        means
        that no Relevant Entity has credit ratings from Moody’s at least equal to the
        Moody’s First Trigger Ratings Threshold.

      


      “Moody’s
        First Trigger Ratings Threshold” means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, (i) if such entity has a short-term unsecured and
        unsubordinated debt rating from Moody’s, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s of “A2” and a
        short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1”,
        or (ii) if such entity does not have a short-term unsecured and unsubordinated
        debt rating or counterparty rating from Moody’s, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s of
“A1”.

      


      “Moody’s
        Second Trigger Ratings Event”
        means
        that no Relevant Entity has credit ratings from Moody’s at least equal to the
        Moody’s Second Trigger Ratings Threshold. 

      


      “Moody’s
        Second Trigger Ratings Threshold”
        means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, (i) if such entity has a short-term unsecured and
        unsubordinated debt rating from Moody’s, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
        short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
        or (ii) if such entity does not have a short-term unsecured and unsubordinated
        debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
        or counterparty rating from Moody’s of “A3”.

      


      “Permitted
        Transfer” means
        a
        transfer by novation by Party A pursuant to Section 6(b)(ii), Part 5(d),
        Part
        5(e)(ii)(b), Part 5(f) or the second sentence of Section 7 (as amended herein)
        to a transferee (the “Transferee”)
        of all,
        but not less than all, of Party A’s rights, liabilities, duties and obligations
        under this Agreement, with respect to which transfer each of the following
        conditions is satisfied: (a) the Transferee is an Eligible Replacement; (b)
        Party A and the Transferee are both “dealers in notional principal contracts”
within the meaning of Treasury regulations section 1.1001-4; (c) as of the
        date
        of such transfer the Transferee would not be required to withhold or deduct
        on
        account of Tax from any payments under this Agreement or would be required
        to
        gross up for such Tax under Section 2(d)(i)(4); (d) an Event of Default or
        Termination Event would not occur as a result of such transfer; (e) pursuant
        to
        a written instrument (the “Transfer
        Agreement”),
        the
        Transferee acquires and assumes all rights and obligations of Party A under
        the
        Agreement and the relevant Transaction; (f) Party B shall have determined,
        in
        its sole discretion, acting in a commercially reasonable manner, that such
        Transfer Agreement is effective to transfer to the Transferee all, but not
        less
        than all, of Party A’s rights and obligations under the Agreement and all
        relevant Transactions; (g) Party A will be responsible for any costs or expenses
        incurred in connection with such transfer (including any replacement cost
        of
        entering into a replacement transaction); (h) either (A) Moody’s has been given
        prior written notice of such transfer and the Rating Agency Condition is
        satisfied with respect to S&P and DBRS or (B) each Swap Rating Agency has
        been given prior written notice of such transfer and such transfer is in
        connection with the assignment and assumption of this Agreement without
        modification of its terms, other than party names, dates relevant to the
        effective date of such transfer, tax representations (provided that the
        representations in Part 2(a)(i) are not modified) and any other representations
        regarding the status of the substitute counterparty of the type included
        in Part
        5(b)(iv) or Part 5(v), notice information and account details; and (i) such
        transfer otherwise complies with the terms of the Pooling and Servicing
        Agreement.

       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

      

       

      “Rating
        Agency Condition”
        means,
        with respect to any particular proposed act or omission to act hereunder
        and
        each Swap Rating Agency specified in connection with such proposed act or
        omission, that the party acting or failing to act must consult with each
        of the
        specified Swap Rating Agencies and receive from each such Swap Rating Agency
        a
        prior written confirmation that the proposed action or inaction would not
        cause
        a downgrade or withdrawal of the then-current rating of any Certificates
        or
        Notes.

      


      “Relevant
        Entity” means
        Party A and, to the extent applicable, a guarantor under an Eligible
        Guarantee.

      


      “Replacement
        Transaction”
        means,
        with respect to any Terminated Transaction or group of Terminated Transactions,
        a transaction or group of transactions that (i) would have the effect of
        preserving for Party B the economic equivalent of any payment or delivery
        (whether the underlying obligation was absolute or contingent and assuming
        the
        satisfaction of each applicable condition precedent) by the parties under
        Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
        Transactions that would, but for the occurrence of the relevant Early
        Termination Date, have been required after that Date, and (ii) has terms
        which
        are substantially the same as this Agreement, including, without limitation,
        rating triggers, Regulation AB compliance, and credit support documentation,
        save for the exclusion of provisions relating to Transactions that are not
        Terminated Transaction, as determined by Party B in its sole discretion,
        acting
        in a commercially reasonable manner.

      


      “Required
        Ratings Downgrade Event”
        shall
        have the meaning assigned thereto in Part 5(d).

      


      “Required
        Ratings Threshold” means
        each of the S&P Required Ratings Threshold, the Moody’s Second Trigger
        Ratings Threshold, and the DBRS Required Ratings Threshold.

      


      “S&P”
        means
        Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
        Inc., or any successor thereto. 

      


      “S&P
        Approved Ratings Threshold”
        means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, a short-term unsecured and unsubordinated debt rating
        from
        S&P of “A-1”, or, if such entity does not have a short-term unsecured and
        unsubordinated debt rating from S&P, a long-term unsecured and
        unsubordinated debt rating from S&P of “A+”.

      


      “S&P
        Required Ratings Threshold”
        means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, a long-term unsecured and unsubordinated debt rating
        from
        S&P of “BBB+”.

      


      “Swap
        Rating Agencies”
        means,
        with respect to any date of determination, each of S&P, Moody’s, and DBRS,
        to the extent that each such rating agency is then providing a rating for
        any of
        the ACE Securities Corp Home Loan Trust, 2007-WM1 Asset-Backed Certificates,
        Series 2007-WM1 (the “Certificates”) or any notes backed by the Certificates
        (the “Notes”).

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      
        	4.	
                Account
                  Details and Settlement Information:

              


      

       

      
        	Payments
                to Party A:	
                For
                  the account of The Royal Bank of Scotland Financial Markets Fixed
                  Income
                  and Interest Rate Derivative Operations, London SWIFT RBOSGB2RTCM
                  with
                  JPMorgan Chase Bank, New York CHASUS33, ABA # 021000021 
                  Account
                    Number 400930153

                

              


      

      
         

        
          	Payments
                  to Party B:	
                  Wells
                    Fargo Bank, NA 
                    ABA
                      # 121000248

                    Account
                      Name: SAS Clearing Account #3970771416

                    FFC
                      to: 50983702, ACE 2007-WM1 Supplemental Interest Trust
                      Account

                  

                


        

         

      

      This
        Agreement may be executed in several counterparts, each of which shall be
        deemed
        an original but all of which together shall constitute one and the same
        instrument.

      


      [Remainder
        of this page intentionally left blank.]

      


      
        
          
            
            

          

          
            23

            
              

            

          

          
             

          

        

      

      


      We
        are
        very pleased to have executed this Transaction with you and we look forward
        to
        completing other transactions with you in the near future.

      


      Very
        truly yours,

       

      THE
        ROYAL BANK OF SCOTLAND PLC

      By:
        Greenwich Capital Markets, Inc., its agent

       

      
        	 	 	 	 
	
                By: /s/
                  David E. Wagner

              	 	 	
              
	
                
                  

                

                Name:
                  David E. Wagner

              	 	 	
              
	
                Title:
                  Managing Dire

              	 	 	
              


      

       

      Accepted
        and confirmed as of the Trade Date written above:

       

      HSBC
        BANK USA, NATIONAL ASSOCIATION, NOT
        IN
        ITS INDIVIDUAL CAPACITY, BUT SOLELY AS SUPPLEMENTAL
        INTEREST TRUST TRUSTEE FOR THE SUPPLEMENTAL INTEREST TRUST WITH RESPECT TO
        ACE
        SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES 2007-WM1 ASSET BACKED
        PASS-THROUGH CERTIFICATES

      
         

        
          	 	 	 	 
	
                  
                    By: /s/
                      Fernando Acebedo 

                  

                	 	 	
                
	
                  
                    

                  

                  Name:
                    Fernando Acebedo

                	 	 	
                
	
                  
                    Title:
                      Vice President

                  

                	 	 	
                


        

        

          
            
              
              

            

            
              24

              
                

              

            

            
               

            

          

        

      

      


      SCHEDULE
        I

       

      (all
        such
        dates subject to No Adjustment with respect to Fixed Rate Payer Period End
        Dates
        and adjustment in accordance with the Following Business Day Convention with
        respect to Floating Rate Payer Period End Dates)

      


      
        	
                From
                  and including

              	 	
                To
                  but excluding

              	 	
                Notional
                  Amount (USD)

              
	 	 	 	 	 
	
                7/25/2007

              	 	
                8/25/2007

              	 	
                728,051,877.00
                  

              
	
                8/25/2007

              	 	
                9/25/2007

              	 	
                700,417,192.00
                  

              
	
                9/25/2007

              	 	
                10/25/2007

              	 	
                671,807,204.00
                  

              
	
                10/25/2007

              	 	
                11/25/2007

              	 	
                644,371,338.00
                  

              
	
                11/25/2007

              	 	
                12/25/2007

              	 	
                618,061,199.00
                  

              
	
                12/25/2007

              	 	
                1/25/2008

              	 	
                592,830,390.00
                  

              
	
                1/25/2008

              	 	
                2/25/2008

              	 	
                568,634,437.00
                  

              
	
                2/25/2008

              	 	
                3/25/2008

              	 	
                545,430,706.00
                  

              
	
                3/25/2008

              	 	
                4/25/2008

              	 	
                523,173,241.00
                  

              
	
                4/25/2008

              	 	
                5/25/2008

              	 	
                501,800,841.00
                  

              
	
                5/25/2008

              	 	
                6/25/2008

              	 	
                481,310,097.00
                  

              
	
                6/25/2008

              	 	
                7/25/2008

              	 	
                461,589,980.00
                  

              
	
                7/25/2008

              	 	
                8/25/2008

              	 	
                442,440,031.00
                  

              
	
                8/25/2008

              	 	
                9/25/2008

              	 	
                415,287,630.00
                  

              
	
                9/25/2008

              	 	
                10/25/2008

              	 	
                357,801,827.00
                  

              
	
                10/25/2008

              	 	
                11/25/2008

              	 	
                309,888,069.00
                  

              
	
                11/25/2008

              	 	
                12/25/2008

              	 	
                269,945,022.00
                  

              
	
                12/25/2008

              	 	
                1/25/2009

              	 	
                240,393,654.00
                  

              
	
                1/25/2009

              	 	
                2/25/2009

              	 	
                229,942,041.00
                  

              
	
                2/25/2009

              	 	
                3/25/2009

              	 	
                219,954,770.00
                  

              
	
                3/25/2009

              	 	
                4/25/2009

              	 	
                210,411,201.00
                  

              
	
                4/25/2009

              	 	
                5/25/2009

              	 	
                201,292,758.00
                  

              
	
                5/25/2009

              	 	
                6/25/2009

              	 	
                192,578,202.00
                  

              
	
                6/25/2009

              	 	
                7/25/2009

              	 	
                184,249,290.00
                  

              
	
                7/25/2009

              	 	
                8/25/2009

              	 	
                176,288,627.00
                  

              
	
                8/25/2009

              	 	
                9/25/2009

              	 	
                168,679,593.00
                  

              
	
                9/25/2009

              	 	
                10/25/2009

              	 	
                161,406,550.00
                  

              
	
                10/25/2009

              	 	
                11/25/2009

              	 	
                154,454,561.00
                  

              
	
                11/25/2009

              	 	
                12/25/2009

              	 	
                147,808,749.00
                  

              
	
                12/25/2009

              	 	
                1/25/2010

              	 	
                141,455,350.00
                  

              
	
                1/25/2010

              	 	
                2/25/2010

              	 	
                135,381,233.00
                  

              
	
                2/25/2010

              	 	
                3/25/2010

              	 	
                129,573,865.00
                  

              
	
                3/25/2010

              	 	
                4/25/2010

              	 	
                124,021,301.00
                  

              
	
                4/25/2010

              	 	
                5/25/2010

              	 	
                118,712,128.00
                  

              
	
                5/25/2010

              	 	
                6/25/2010

              	 	
                113,635,435.00
                  

              
	
                6/25/2010

              	 	
                7/25/2010

              	 	
                108,780,825.00
                  

              
	
                7/25/2010

              	 	
                8/25/2010

              	 	
                104,138,376.00
                  

              
	
                8/25/2010

              	 	
                9/25/2010

              	 	
                99,698,616.00
                  

              
	
                9/25/2010

              	 	
                10/25/2010

              	 	
                95,452,509.00
                  

              
	
                10/25/2010

              	 	
                11/25/2010

              	 	
                91,391,423.00
                  

              
	
                11/25/2010

              	 	
                12/25/2010

              	 	
                87,507,119.00
                  

              
	
                12/25/2010

              	 	
                1/25/2011

              	 	
                83,791,734.00
                  

              
	
                1/25/2011

              	 	
                2/25/2011

              	 	
                80,237,759.00
                  

              


      

       

      
        
          
            
            

          

          
            25

            
              

            

          

          
             

          

        

      

       

      
        	
                From
                  and including

              	 	
                To
                  but excluding

              	 	
                Notional
                  Amount (USD)

              
	 	 	 	 	 
	
                2/25/2011

              	 	
                3/25/2011

              	 	
                76,838,028.00
                  

              
	
                3/25/2011

              	 	
                4/25/2011

              	 	
                73,585,700.00
                  

              
	
                4/25/2011

              	 	
                5/25/2011

              	 	
                70,474,240.00
                  

              
	
                5/25/2011

              	 	
                6/25/2011

              	 	
                67,497,411.00
                  

              
	
                6/25/2011

              	 	
                7/25/2011

              	 	
                64,649,258.00
                  

              
	
                7/25/2011

              	 	
                8/25/2011

              	 	
                61,924,093.00
                  

              
	
                8/25/2011

              	 	
                9/25/2011

              	 	
                59,316,485.00
                  

              
	
                9/25/2011

              	 	
                10/25/2011

              	 	
                56,821,156.00
                  

              
	
                10/25/2011

              	 	
                11/25/2011

              	 	
                54,432,326.00
                  

              
	
                11/25/2011

              	 	
                12/25/2011

              	 	
                52,146,275.00
                  

              
	
                12/25/2011

              	 	
                1/25/2012

              	 	
                49,958,479.00
                  

              


      

       

      
        
          
          

        

        
          26

          
            

          

        

        
          
          

        

      

       

      Annex
        A

      


      Paragraph
        13 of the Credit Support Annex

      


      
        
          
          

        

        
          27

          
            

          

        

        
          
          

        

      

      ISDA®

      CREDIT
        SUPPORT ANNEX

      to
        the
        Schedule to the

      ISDA
        Master Agreement

      dated
        as
        of January 29, 2007 between

      The
        Royal
        Bank of Scotland plc (hereinafter referred to as “Party
        A”
        or
“Pledgor”)

      and

       

      HSBC
        Bank
        USA, National Association, not individually, but solely as trustee (the
“Supplemental Interest Trust Trustee”) on behalf of the supplemental interest
        trust (the “Supplemental
        Interest Trust”)
        with
        respect to the ACE Securities Corp. Home Equity Loan Trust, Series 2007-WM1
        Asset Backed Pass-Through Certificates

      (hereinafter
        referred to as “Party
        B”
or
        “Secured
        Party”).

       

      For
        the
        avoidance of doubt, and notwithstanding anything to the contrary that may
        be
        contained in the Agreement, this Credit Support Annex shall relate solely
        to the
        Transaction documented in the Confirmation dated January 29, 2007 between
        Party
        A and Party B, Reference Number D16171260.

       

      Paragraph
        13. Elections and Variables.

       

      
        	
                (a)

              	
                Security
                  Interest for “Obligations”.
                  The term “Obligations”
                  as
                  used in this Annex includes the following additional
                  obligations:

              


      

       

      With
        respect to Party A: not applicable.

       

      With
        respect to Party B: not applicable.

       

      
        	
                (b)

              	
                Credit
                  Support Obligations.

              


      

       

      
        	 	
                (i)

              	
                Delivery
                  Amount, Return Amount and Credit Support
                  Amount.

              


      

       

      
        	 	
                (A)

              	
                “Delivery
                  Amount”
                  has the meaning specified in Paragraph 3(a) as amended (I) by deleting
                  the
                  words “upon a demand made by the Secured Party on or promptly following
                  a
                  Valuation Date” and inserting in lieu thereof the words “not later than
                  the close of business on each Valuation Date” and (II) by deleting in its
                  entirety the sentence beginning “Unless otherwise specified in Paragraph
                  13” and ending “(ii) the Value as of that Valuation Date of all Posted
                  Credit Support held by the Secured Party.” and inserting in lieu thereof
                  the following:

              


      

       

      The
        “Delivery
        Amount”
        applicable to the Pledgor for any Valuation Date will equal the greatest
        of


       

      
        	 	
                (1)
                  

              	
                the
                  amount by which (a) the S&P/DBRS Credit Support Amount for such
                  Valuation Date exceeds (b) the S&P/DBRS Value as of such Valuation
                  Date of all Posted Credit Support held by the Secured Party,
                  

              


      

       

      
        	 	
                (2)
                  

              	
                the
                  amount by which (a) the Moody’s First Trigger Credit Support Amount for
                  such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                  Valuation Date of all Posted Credit Support held by the Secured
                  Party,
                  and

              


      

       

      
        Copyright
          © 1994 by International Swaps and Derivatives Association, Inc.

         

      

      
        
          
          

        

        
          
          

          
            

          

        

         

      


      
        	 	
                (3)
                  

              	
                the
                  amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                  such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                  such Valuation Date of all Posted Credit Support held by the Secured
                  Party.

              


      

       

      
        	 	
                (B)

              	
                “Return
                  Amount”
                  has the meaning specified in Paragraph 3(b) as amended by deleting
                  in its
                  entirety the sentence beginning “Unless otherwise specified in Paragraph
                  13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                  thereof the following:

              


      

       

      The
        “Return
        Amount”
        applicable to the Secured Party for any Valuation Date will equal the least
        of


       

      
        	 	
                (1)
                  

              	
                the
                  amount by which (a) the S&P/DBRS Value as of such Valuation Date of
                  all Posted Credit Support held by the Secured Party exceeds (b)
                  the
                  S&P/DBRS Credit Support Amount for such Valuation Date,
                  

              


      

       

      
        	 	
                (2)
                  

              	
                the
                  amount by which (a) the Moody’s First Trigger Value as of such Valuation
                  Date of all Posted Credit Support held by the Secured Party exceeds
                  (b)
                  the Moody’s First Trigger Credit Support Amount for such Valuation Date,
                  and

              


      

       

      
        	 	
                (3)
                  

              	
                the
                  amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                  Date of all Posted Credit Support held by the Secured Party exceeds
                  (b)
                  the Moody’s Second Trigger Credit Support Amount for such Valuation
                  Date

              


      

       

      
        	 	
                (C)

              	
                “Credit
                  Support Amount”
                  shall not apply. For purposes of calculating any Delivery Amount
                  or Return
                  Amount for any Valuation Date, reference shall be made to the S&P/DBRS
                  Credit Support Amount, the Moody’s First Trigger Credit Support Amount, or
                  the Moody’s Second Trigger Credit Support Amount, in each case for such
                  Valuation Date, as provided in Paragraphs 13(b)(i)(A) and 13(b)(i)(B),
                  above.

              


      

       

      
        	 	
                (ii)

              	
                Eligible
                  Collateral.
                  

              


      

       

      On
        any
        date, the following items will qualify as “Eligible
        Collateral”
(for
        the avoidance of doubt, all Eligible Collateral to be denominated in
        USD):


      
        
          
          

        

        
          2

          
            

          

        

         

      

       

      
        	
                 

                ISDA
                  Collateral Asset Definition
                  (ICAD) Code 

              	 	
                Remaining
                  Maturity in Years

              	 	
                S&P/DBRS
                  

                Valuation
                  

                Percentage

              	 	
                Moody’s

                First
                  Trigger Valuation
                  Percentage

              	 	
                Moody’s

                Second
                  Trigger

                Valuation

                Percentage

              	 
	 	 	 	 	 	 	 	 	 	 
	
                (A) 
                  US-CASH

              	 	
                N/A

              	 	
                100

              	%	
                100

              	%	
                100

              	%
	 	 	 	 	 	 	 	 	 	 
	
                (B) 
                  US-TBILL

                US-TNOTE

                US-TBOND

              	 	 	 	 	 	 	 	
              	 
	 	 	
                1
                  or less

              	 	
                98.9

              	%	
                100

              	%	
                100

              	%
	 	 	
                More
                  than 1 but not more than 2

              	 	
                98.0

              	%	
                100

              	%	
                99

              	%
	 	 	
                More
                  than 2 but not more than 3

              	 	
                97.4

              	%	
                100

              	%	
                98

              	%
	 	 	
                More
                  than 3 but not more than 5

              	 	
                95.5

              	%	
                100

              	%	
                97

              	%
	 	 	
                More
                  than 5 but not more than 7

              	 	
                93.7

              	%	
                100

              	%	
                96

              	%
	 	 	
                More
                  than 7 but not more than 10

              	 	
                92.5

              	%	
                100

              	%	
                94

              	%
	 	 	
                More
                  than 10 but not more than 20

              	 	
                91.1

              	%	
                100

              	%	
                90

              	%
	 	 	
                More
                  than 20

              	 	
                88.6

              	%	
                100

              	%	
                88

              	%
	 	 	 	 	 	 	 	 	 	 
	
                (C) 
                  US-GNMA

                US-FNMA

                US-FHLMC

              	 	 	 	 	 	 	 	 	 
	 	 	
                1
                  or less

              	 	
                98.5

              	%	
                100

              	%	
                99

              	%
	 	 	
                More
                  than 1 but not more than 2

              	 	
                97.7

              	%	
                100

              	%	
                99

              	%
	 	 	
                More
                  than 2 but not more than 3

              	 	
                97.3

              	%	
                100

              	%	
                98

              	%
	 	 	
                More
                  than 3 but not more than 5

              	 	
                94.5

              	%	
                100

              	%	
                96

              	%
	 	 	
                More
                  than 5 but not more than 7

              	 	
                93.1

              	%	
                100

              	%	
                93

              	%
	 	 	
                More
                  than 7 but not more than 10

              	 	
                90.7

              	%	
                100

              	%	
                93

              	%
	 	 	
                More
                  than 10 but not more than 20

              	 	
                87.7

              	%	
                100

              	%	
                89

              	%
	 	 	
                More
                  than 20

              	 	
                84.4

              	%	
                100

              	%	
                87

              	%


      

      


      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      The
        ISDA
        Collateral Asset Definition (ICAD) Codes used in this Paragraph 13(b)(ii)
        are
        taken from the Collateral Asset Definitions (First Edition June 2003) as
        published and copyrighted in 2003 by the International Swaps and Derivatives
        Association, Inc.

       

      
        	 	
                (iii)

              	
                Other
                  Eligible Support. 

              


      

       

      The
        following items will qualify as “Other
        Eligible Support”
        for the
        party specified: 

       

      Not
        applicable.

       

      
        	 	
                (iv)

              	
                Threshold.

              


      

       

      
        	 	
                (A)

              	
                “Independent
                  Amount”
                  means zero with respect to Party A and Party
                  B.

              


      

       

      
        	 	
                (B)

              	
                “Threshold”
                  means, with respect to Party A and any Valuation Date, zero if
                  (i) a
                  Collateral Event has occurred and has been continuing (x) for at
                  least 30
                  days or (y) since this Annex was executed, or (ii) a Required Ratings
                  Downgrade Event has occurred and is continuing; otherwise,
                  infinity.

              


      

       

        “Threshold”
        means,
        with respect to Party B and any Valuation Date, infinity.

       

      
        	 	
                (C)

              	
                “Minimum
                  Transfer Amount” means
                  USD 100,000 with respect to Party A and Party B;
                  provided,
                  however,
                  that if the aggregate Certificate Principal Balance of the Certificates
                  and the aggregate principal balance of the Notes rated by S&P is at
                  the time of any transfer less than USD 50,000,000, the “Minimum
                  Transfer Amount”
                  shall be USD 50,000.

              


      

       

      
        	 	
                (D)

              	
                Rounding:
                  The Delivery Amount will be rounded up to the nearest integral
                  multiple of
                  USD 10,000. The Return Amount will be rounded down to the nearest
                  integral
                  multiple of USD 1,000.

              


      

       

      
        	
                (c)

              	
                Valuation
                  and Timing.

              


      

       

      
        	 	
                (i)

              	
                “Valuation
                  Agent”
                  means Party A. All calculations by the Valuation Agent must be
                  made in
                  accordance with standard market
                  practice.

              


      

       

      
        	 	
                (ii)

              	
                “Valuation
                  Date” means
                  each Local Business Day on which any of the S&P/DBRS Credit Support
                  Amount, the Moody’s First Trigger Credit Support Amount, or the Moody’s
                  Second Trigger Credit Support
                  Amount.

              


      

       

      
        	 	
                (iii)

              	
                “Valuation
                  Time” means
                  the close of business in the city of the Valuation Agent on the
                  Local
                  Business Day immediately preceding the Valuation Date or date of
                  calculation, as applicable; provided
                  that the calculations of Value and Exposure will be made as of
                  approximately the same time on the same date.


              


      

       

      
        	 	
                (iv)

              	
                “Notification
                  Time” means
                  11:00 a.m., New York time, on a Local Business Day.
                  

              


      

       

      
        	 	
                (v)

              	
                External
                  Verification.
                  Notwithstanding anything to the contrary in the definitions of
                  Valuation
                  Agent or Valuation Date, at any time at which Party A (or, to the
                  extent
                  applicable, its Credit Support Provider) does not have a long-term
                  unsubordinated and unsecured debt rating of at least “BBB+” from S&P,
                  the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
                  the S&P Value of Posted Credit Suppport on each Valuation Date based
                  on internal marks and (B) verify such calculations with external
                  marks
                  monthly by obtaining on the last Local Business Day of each calendar
                  month
                  two external marks for each Transaction to which this Annex relates
                  and
                  for all Posted Credit Suport; such verification of the Secured
                  Party’s
                  Exposure shall be based on the higher of the two external marks.
                  Each
                  external mark in respect of a Transaction shall be obtained from
                  an
                  independent Reference Market-maker that would be eligible and willing
                  to
                  enter into such Transaction in the absence of the current derivative
                  provider, provided
                  that an external mark may not be obtained from the same Reference
                  Market-maker more than four times in any 12-month period. The Valuation
                  Agent shall obtain these external marks directly or through an
                  independent
                  third party, in either case at no cost to Party B. The Valuation
                  Agent
                  shall calculate on each Valuation Date (for purposes of this paragraph,
                  the last Local Business Day in each calendar month referred to
                  above shall
                  be considered a Valuation Date) the Secured Party’s Exposure based on the
                  greater of the Valuation Agent’s internal marks and the external marks
                  received. If the S&P Value on any such Valuation Date of all Posted
                  Credit Support then held by the Secured Party is less than the
                  S&P
                  Credit Support Amount on such Valuation Date (in each case as determined
                  pursuant to this paragraph), Party A shall, within three Local
                  Business
                  Days of such Valuation Date, Transfer to the Secured Party Eligible
                  Credit
                  Support having an S&P Value as of the date of Transfer at least equal
                  to such deficiency. 

              


      

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (vi)

              	
                Notice
                  to S&P.
                  At
                  any time at which Party A (or, to the extent applicable, its Credit
                  Support Provider) does not have a long-term unsubordinated and
                  unsecured
                  debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                  provide to S&P not later than the Notification Time on the Local
                  Business Day following each Valuation Date its calculations of
                  the Secured
                  Party’s Exposure and the S&P Value of any Eligible Credit Support or
                  Posted Credit Support for that Valuation Date. The Valuation Agent
                  shall
                  also provide to S&P any external marks received pursuant to the
                  preceding paragraph.

              


      

       

      
        	
                (d)

              	
                Conditions
                  Precedent and Secured Party’s Rights and
                  Remedies.
                  The following Termination Events will be a “Specified
                  Condition”
                  for the party specified (that party being the Affected Party if
                  the
                  Termination Event occurs with respect to that party): With respect
                  to
                  Party A: any Additional Termination Event with respect to which
                  Party A is
                  the sole Affected Party. With respect to Party B:
                  None.

              


      

       

      
        	
                (e)

              	
                Substitution.

              


      

       

      
        	 	
                (i)

              	
                “Substitution
                  Date”
                  has the meaning specified in Paragraph
                  4(d)(ii).

              


      

       

      
        	 	
                (ii)

              	
                Consent.
                  If
                  specified here as applicable, then the Pledgor must obtain the
                  Secured
                  Party’s consent for any substitution pursuant to Paragraph 4(d):
                  Inapplicable.

              


      

       

      
        	
                (f)

              	
                Dispute
                  Resolution.

              


      

       

      
        	 	
                (i)

              	
                “Resolution
                  Time”
                  means 11:00 a.m. New York time on the Local Business Day following
                  the
                  date on which the notice of the dispute is given under Paragraph
                  5.

              


      

       

      
        	 	
                (ii)

              	
                Value.
                  Notwithstanding anything to the contrary in Paragraph 12, for the
                  purpose
                  of Paragraphs 5(i)(C) and 5(ii), the S&P/DBRS Value, Moody’s First
                  Trigger Value, and the Moody’s Second Trigger Value, on any date, of
                  Eligible Collateral other than Cash will be calculated as follows:
                  

              


      

       

      For
        Eligible Collateral in the form of securities listed in Paragraph 13(b)(ii):
        the
        sum of (A) the product of (1)(x) the bid price at the Valuation Time for
        such
        securities on the principal national securities exchange on which such
        securities are listed, or (y) if such securities are not listed on a national
        securities exchange, the bid price for such securities quoted at the Valuation
        Time by any principal market maker for such securities selected by the Valuation
        Agent, or (z) if no such bid price is listed or quoted for such date, the
        bid
        price listed or quoted (as the case may be) at the Valuation Time for the
        day
        next preceding such date on which such prices were available and (2) the
        applicable Valuation Percentage for such Eligible Collateral, and (B) the
        accrued interest on such securities (except to the extent Transferred to
        the
        Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price
        referred to in the immediately preceding clause (A)) as of such
        date.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (iii)

              	
                Alternative.
                  The provisions of Paragraph 5 will
                  apply.

              


      

       

      
        	
                (g)

              	
                Holding
                  and Using Posted
                  Collateral.

              


      

       

      
        	 	
                (i)

              	
                Eligibility
                  to Hold Posted Collateral; Custodians. Party
                  B (or any Custodian) will be entitled to hold Posted Collateral
                  pursuant
                  to Paragraph 6(b). 

              


      

       

      Party
        B
        may appoint as Custodian (A) the entity then serving as Supplemental Interest
        Trust Trustee or (B) any entity other than the entity then serving as
        Supplemental Interest Trust Trustee if such other entity (or, to the extent
        applicable, its parent company or credit support provider) shall then have
        a
        long-term unsecured and unsubordinated debt rating of at least “A+” by S&P
        and at least “A1” by Moody’s.

       

      Initially,
        the Custodian
        for
        Party B is: the Supplemental Interest Trust Trustee of the Supplemental Interest
        Trust.

       

      
        	 	
                (ii)

              	
                Use
                  of Posted Collateral.
                  The provisions of Paragraph 6(c)(i) will not apply to Party B,
                  but the
                  provisions of Paragraph 6(c)(ii) will apply to Party B.
                  

              


      

       

      
        	
                (h)

              	
                Distributions
                  and Interest Amount.

              


      

       

      
        	 	
                (i)

              	
                Interest
                  Rate.
                  The “Interest
                  Rate”
                  will be the actual interest rate earned on Posted Collateral in
                  the form
                  of Cash that is held by Party B or its Custodian. Posted Collateral
                  in the
                  form of Cash shall be invested in such overnight (or redeemable
                  within two
                  Local Business Days of demand) Permitted Investments rated at least
                  AAAm
                  or AAAm-G by S&P and Prime-1 by Moody’s or Aaa by Moody’s as directed
                  by Party A (unless (x) an Event of Default or an Additional Termination
                  Event has occurred with respect to which Party A is the defaulting
                  or sole
                  Affected Party or (y) an Early Termination Date has been designated,
                  in
                  which case such investment shall be held uninvested). Gains incurred
                  in
                  respect of any investment of Posted Collateral in the form of Cash
                  in
                  Permitted Investments as directed by Party A shall be for the account
                  of
                  Party A.

              


      

       

      
        	 	
                (ii)

              	
                Transfer
                  of Interest Amount.
                  The Transfer of the Interest Amount will be made on the second
                  Local
                  Business Day following the end of each calendar month and on any
                  other
                  Local Business Day on which Posted Collateral in the form of Cash
                  is
                  Transferred to the Pledgor pursuant to Paragraph 3(b); provided,
                  however,
                  that the obligation of Party B to Transfer any Interest Amount
                  to Party A
                  shall be limited to the extent that Party B has earned and received
                  such
                  funds and such funds are available to Party B.


              


      

       

      
        	 	
                (iii)

              	
                Alternative
                  to Interest Amount.
                  The provisions of Paragraph 6(d)(ii) will
                  apply.

              


      

       

      
        	
                (i)

              	
                Additional
                  Representation(s).
                  There are no additional representations by either
                  party.

              


      

       

      
        	
                (j)

              	
                Other
                  Eligible Support and Other Posted Support.

              


      

       

      
        	 	
                (i)

              	
                “Value”
                  with respect to Other Eligible Support and Other Posted Support
                  means: not
                  applicable. 

              


      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (ii)

              	
                “Transfer”
                  with respect to Other Eligible Support and Other Posted Support
                  means: not
                  applicable.

              


      

       

      
        	
                (k)

              	
                Demands
                  and Notices.All
                  demands, specifications and notices under this Annex will be made
                  pursuant
                  to the Notices Section of this Agreement, except that any demand,
                  specification or notice shall be given to or made at the following
                  addresses, or at such other address as the relevant party may from
                  time to
                  time designate by giving notice (in accordance with the terms of
                  this
                  paragraph) to the other party:

              


      

       

      If
        to
        Party A, at the address specified pursuant to the Notices Section of this
        Agreement.

       

      If
        to
        Party B, at the address specified pursuant to the Notices Section of this
        Agreement. 

       

      If
        to
        Party B’s Custodian, at such address as will be provided from time to
        time.

       

      
        	
                (l)

              	
                Address
                  for Transfers.
                  Each Transfer hereunder shall be made to the address specified
                  below or to
                  an address specified in writing from time to time by the party
                  to which
                  such Transfer will be made.

              


      

       

      Party
        A account details:

       

      For
        the
        account of The Royal Bank of Scotland Financial Markets Fixed Income and
        Interest Rate Derivative Operations, London SWIFT RBOSGB2RTCM with JPMorgan
        Chase Bank, New York CHASUS33, ABA # 021000021

      Account
        Number 400930153

       

      Party
        B account details:

       

      Wells
        Fargo Bank, NA

      ABA
        #
        121000248

      Account
        Name: SAS Clearing Account #3970771416

      FFC
        to:
        50983702, ACE 2007-WM1 Supplemental Interest Trust Account

      


      Party
        B’s Custodian account details:

      


      Wells
        Fargo Bank, NA

      ABA
        #
        121000248

      Account
        Name: SAS Clearing Account #3970771416FFC to: 50983702, ACE 2007-WM1
        Supplemental Interest Trust Account

      


      
        	
                (m)

              	
                Other
                  Provisions.

              


      

       

      
        	 	
                (i)

              	
                Collateral
                  Account.
                  Party B shall open and maintain a segregated account, which shall
                  be an
                  Eligible Account, and hold, record and identify all Posted Collateral
                  in
                  such segregated account.

              


      

       

      
        	 	
                (ii)

              	
                Agreement
                  as to Single Secured Party and Single Pledgor.
                  Party A and Party B hereby agree that, notwithstanding anything
                  to the
                  contrary in this Annex, (a) the term “Secured Party” as used in this Annex
                  means only Party B, (b) the term “Pledgor” as used in this Annex means
                  only Party A, (c) only Party A makes the pledge and grant in Paragraph
                  2,
                  the acknowledgement in the final sentence of Paragraph 8(a) and
                  the
                  representations in Paragraph 9.

              


      

       

      
        	 	
                (iii)

              	
                Calculation
                  of Value.
                  Paragraph 4(c) is hereby amended by deleting the word “Value” and
                  inserting in lieu thereof “S&P/DBRS Value, Moody’s First Trigger
                  Value, Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended
                  by (A) deleting the words “a Value” and inserting in lieu thereof “an
                  S&P/DBRS Value, Moody’s First Trigger Value, and Moody’s Second
                  Trigger Value,” and (B) deleting the words “the Value” and inserting in
                  lieu thereof “S&P/DBRS Value, Moody’s First Trigger Value, and Moody’s
                  Second Trigger Value”. Paragraph 5 (flush language) is hereby amended by
                  deleting the word “Value” and inserting in lieu thereof “S&P/DBRS
                  Value, Moody’s First Trigger Value, or Moody’s Second Trigger Value.”
                  Paragraph 5(i) (flush language) is hereby amended by deleting the
                  word
                  “Value” and inserting in lieu thereof “S&P/DBRS Value, Moody’s First
                  Trigger Value, and Moody’s Second Trigger Value. Paragraph 5(i)(C) is
                  hereby amended by deleting the word “the Value, if” and inserting in lieu
                  thereof “any one or more of the S&P/DBRS Value, Moody’s First Trigger
                  Value, or Moody’s Second Trigger Value, as the case may be”. Paragraph
                  5(ii) is hereby amended by (1) deleting the first instance of the
                  words
                  “the Value” and inserting in lieu thereof “any one or more of the
                  S&P/DBRS Value, Moody’s First Trigger Value, or Moody’s Second Trigger
                  Value” and (2) deleting the second instance of the words “the Value” and
                  inserting in lieu thereof “such disputed S&P/DBRS Value, Moody’s First
                  Trigger Value, and Moody’s Second Trigger Value.” Each of Paragraph
                  8(b)(iv)(B) and Paragraph 11(a) is hereby amended by deleting the
                  word
                  “Value” and inserting in lieu thereof “least of the S&P/DBRS Value,
                  Moody’s First Trigger Value, and Moody’s Second Trigger Value.”
                  

              


      

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (iv)

              	
                Form
                  of Annex. Party
                  A and Party B hereby agree that the text of Paragraphs 1 through
                  12,
                  inclusive, of this Annex is intended to be the printed form of
                  ISDA Credit
                  Support Annex (Bilateral Form - ISDA Agreements Subject to New
                  York Law
                  Only version) as published and copyrighted in 1994 by the International
                  Swaps and Derivatives Association,
                  Inc.

              


      

       

      
        	 	
                (v)

              	
                Events
                  of Default.
                  Paragraph 7 will not apply to cause any Event of Default to exist
                  with
                  respect to Party B except that Paragraph 7(i) will apply to Party
                  B solely
                  in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                  Support Annex. Notwithstanding anything to the contrary in Paragraph
                  7,
                  any failure by Party A to comply with or perform any obligation
                  to be
                  complied with or performed by Party A under the Credit Support
                  Annex shall
                  only be an Event of Default if (A) a Required Ratings Downgrade
                  Event has
                  occurred and been continuing for 30 or more Local Business Days,
                  and (B)
                  such failure is not remedied on or before the third Local Business
                  Day
                  after notice of such failure is given to Party
                  A.

              


      

       

      
        	 	
                (vi)

              	
                Expenses.
                  Notwithstanding anything to the contrary in Paragraph 10, the Pledgor
                  will
                  be responsible for, and will reimburse the Secured Party for, all
                  transfer
                  and other taxes and other costs involved in any Transfer of Eligible
                  Collateral.

              


      

       

      
        	 	
                (vii)

              	
                Withholding.
                  Paragraph 6(d)(ii) is hereby amended by inserting immediately after
“the
                  Interest Amount” in the fourth line thereof the words “less any applicable
                  withholding taxes.”

              


      

       

      
        	 	
                (viii)

              	
                [Reserved]

              


      

       

      
        	
              	(ix)	
                Additional
                  Definitions.
                  As used in this Annex:

              


      

       

      “Collateral
        Event” means
        that no Relevant Entity has credit ratings at least equal to the Approved
        Ratings Threshold.

       

      “DV01”
        means,
        with respect to a Transaction and any date of determination, the estimated
        change in the Secured Party’s Transaction Exposure with respect to such
        Transaction that would result from a one basis point change in the relevant
        swap
        curve on such date, as determined by the Valuation Agent in good faith and
        in a
        commercially reasonable manner. The Valuation Agent shall, upon request of
        Party
        B, provide to Party B a statement showing in reasonable detail such
        calculation.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      “Exposure”
        has the
        meaning specified in Paragraph 12, except that after the word “Agreement” the
        words “(assuming, for this purpose only, that Part 1(f) of the Schedule is
        deleted)” shall be inserted. 

       

      “Local
        Business Day”
means,
        for purposes of this Annex: any day on which (A) commercial banks are open
        for
        business (including dealings in foreign exchange and foreign currency deposits)
        in New York and the location of Party A, Party B and any Custodian, and (B)
        in
        relation to a Transfer of Eligible Collateral, any day on which the clearance
        system agreed between the parties for the delivery of Eligible Collateral
        is
        open for acceptance and execution of settlement instructions (or in the case
        of
        a Transfer of Cash or other Eligible Collateral for which delivery is
        contemplated by other means a day on which commercial banks are open for
        business (including dealings in foreign exchange and foreign deposits) in
        New
        York and the location of Party A, Party B and any Custodian. 

       

      “Moody’s
        First Trigger Event” means
        that no Relevant Entity has credit ratings from Moody’s at least equal to the
        Moody’s First Trigger Ratings Threshold.

       

      “Moody’s
        First Trigger Credit Support Amount” means,
        for any Valuation Date, the excess, if any, of

       

      
        	 	
                (I)

              	
                (A)

              	
                for
                  any Valuation Date on which (I) a Moody’s First Trigger Ratings Event has
                  occurred and has been continuing (x) for at least 30 Local Business
                  Days
                  or (y) since this Annex was executed and (II) it is not the case
                  that a
                  Moody’s Second Trigger Ratings Event has occurred and been continuing
                  for
                  at least 30 Local Business Days, an amount equal to the greater
                  of (a)
                  zero and (b) the sum of (i) the Secured Party’s Exposure for such
                  Valuation Date and (ii) the sum, for each Transaction to which
                  this Annex
                  relates, of 

              


      

       

      the
        lesser of (x) the product of the Moody’s First Trigger DV01 Multiplier and DV01
        for such Transaction and such Valuation Date and (y) the product of Moody’s
        First Trigger Notional Amount Multiplier and the Notional Amount for such
        Transaction for the Calculation Period (each as defined in the related
        Confirmation) which includes such Valuation Date; or 

       

      
        	 	
                (B)

              	
                for
                  any other Valuation Date, zero,
                  over

              


      

       

      
        	
              	(II)	
                the
                  Threshold for Party A such Valuation
                  Date.

              


      

       

      “Moody’s
        First Trigger DV01 Multiplier”
        means
        15.

       

      “Moody’s
        First Trigger Value”
        means,
        on any date and with respect to any Eligible Collateral other than Cash,
        the bid
        price obtained by the Valuation Agent multiplied by the Moody’s First Trigger
        Valuation Percentage for such Eligible Collateral set forth in Paragraph
        13(b)(ii).

       

      “Moody’s
        First Trigger Notional Amount Multiplier”
        means
        2%.

       

      “Moody’s
        Second Trigger Event” means
        that no Relevant Entity has credit ratings from Moody’s at least equal to the
        Moody’s Second Trigger Ratings Threshold.

       

      “Moody’s
        Second Trigger Credit Support Amount”
        means,
        for any Valuation Date, the excess, if any, of

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (I)

              	
                (A)

              	
                for
                  any Valuation Date on which it is the case that a Moody’s Second Trigger
                  Event has occurred and been continuing for at least 30 Local Business
                  Days, an amount equal to the greatest of (a) zero, (b) the aggregate
                  amount of the next payment due to be paid by Party A under each
                  Transaction to which this Annex relates, and (c) the sum of (x)
                  the
                  Secured Party’s Exposure for such Valuation Date and (y) the sum, for each
                  Transaction to which this Annex relates, of


              


      

       

      (1)
        if
        such Transaction is not a Transaction-Specific Hedge, 

       

      the
        lesser of (i) the product of the Moody’s Second Trigger DV01 Multiplier and DV01
        for such Transaction and such Valuation Date and (ii) the product of the
        Moody’s
        Second Trigger Notional Amount Multiplier and the Notional Amount for such
        Transaction for the Calculation Period which includes such Valuation Date;
        or

       

      (2)
        if
        such Transaction is a Transaction-Specific Hedge, 

       

      the
        lesser of (i) the product of the Moody’s Second Trigger Transaction-Specific
        Hedge DV01 Multiplier and DV01 for such Transaction and such Valuation Date
        and
        (ii) the product of the Moody’s Second Trigger Transaction-Specific Hedge
        Notional Amount Multiplier and the Notional Amount for such Transaction for
        the
        Calculation Period (each as defined in the related Confirmation) which includes
        such Valuation Date; or 

       

      
        	 	
                (B)

              	
                for
                  any other Valuation Date, zero,
                  over

              


      

       

      
        	
              	(II)	
                the
                  Threshold for Party A for such Valuation
                  Date.

              


      

       

      “Moody’s
        Second Trigger DV01 Multiplier”
        means
        50.

       

      “Moody’s
        Second Trigger Transaction-Specific Hedge DV01
        Multiplier”
        means
        65.

       

      “Moody’s
        Second Trigger Transaction-Specific Hedge Notional Amount
        Multiplier”
        means
        10%.

       

      “Moody’s
        Second Trigger Value”
        means,
        on any date and with respect to any Eligible Collateral other than Cash,
        the bid
        price obtained by the Valuation Agent multiplied by the Moody’s Second Trigger
        Valuation Percentage for such Eligible Collateral set forth in Paragraph
        13(b)(ii).

       

      “Moody’s
        Second Trigger Notional Amount Multiplier”
        means
        8%.

       

      “Remaining
        Weighted Average Maturity” means,
        with respect to a Transaction, the expected weighted average maturity for
        such
        Transaction as determined by the Valuation Agent. 

       

      “S&P/DBRS
        Approved Ratings Downgrade Event”
        means
        that no Relevant Entity has credit ratings at least equal to the S&P
        Approved Ratings Threshold and the DBRS Approved Ratings Threshold.

       

      “S&P/DBRS
        Credit Support Amount”
        means,
        for any Valuation Date, the excess, if any, of

       

      
        	 	
                (I)

              	
                (A)
                  

              	
                for
                  any Valuation Date on which (i) an S&P/DBRS Approved Ratings Downgrade
                  Event has occurred and been continuing for at least 30 days, or
                  (ii) a
                  S&P/DBRS Required Ratings Downgrade Event has occurred and is
                  continuing, an amount equal to the sum of (1) 100.0% of the Secured
                  Party’s Exposure for such Valuation Date and (2) the sum, for each
                  Transaction to which this Annex relates, of the product of the
                  Volatility
                  Buffer for such Transaction and the Notional Amount of such Transaction
                  for the Calculation Period of such Transaction (each as defined
                  in the
                  related Confirmation) which includes such Valuation Date, or
                  

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      
        	 	
                (B)

              	
                for
                  any other Valuation Date, zero,
                  over

              


      

       

      
        	
              	(II)	
                the
                  Threshold for Party A for such Valuation
                  Date.

              


      

       

      “S&P/DBRS
        Required Ratings Downgrade Event”
        means
        that no Relevant Entity has credit ratings at least equal to the S&P
        Required Ratings Threshold and the DBRS Required Ratings Threshold. 

       

      “S&P/DBRS
        Value”
        means,
        on any date and with respect to any Eligible Collateral other than Cash,
        the
        product of (A) the bid price obtained by the Valuation Agent for such Eligible
        Collateral and (B) the S&P/DBRS Valuation Percentage for such Eligible
        Collateral set forth in paragraph 13(b)(ii).

       

      “Transaction
        Exposure”
        means,
        for any Transaction, Exposure determined as if such Transaction were the
        only
        Transaction between the Secured Party and the Pledgor.

       

      “Transaction-Specific
        Hedge” means
        any
        Transaction that is (i) an interest rate swap in respect of which (x) the
        notional amount of the interest rate swap is “balance guaranteed” or (y) the
        notional amount of the interest rate swap for any Calculation Period (as
        defined
        in the related Confirmation) otherwise is not a specific dollar amount that
        is
        fixed at the inception of the Transaction, (ii) an interest rate cap, (iii)
        an
        interest rate floor or (iv) an interest rate swaption.

       

      “Valuation
        Percentage”
        shall
        mean, for purposes of determining the S&P/DBRS Value, Moody’s First Trigger
        Value, or Moody’s Second Trigger Value with respect to any Eligible Collateral
        or Posted Collateral, the applicable S&P/DBRS Valuation Percentage, Moody’s
        First Trigger Valuation Percentage, or Moody’s Second Trigger Valuation
        Percentage, for such Eligible Collateral or Posted Collateral, respectively,
        in
        each case as set forth in Paragraph 13(b)(ii).

       

      “Value”
        shall
        mean, in respect of any date, the related S&P/DBRS Value, the related
        Moody’s First Trigger Value, and the related Moody’s Second Trigger
        Value.

       

      “Volatility
        Buffer”
        means,
        for any Transaction, the related percentage set forth in the following table.
        

       

      
        	
                The
                  higher of the S&P credit rating of (i) Party A and (ii) the Credit
                  Support Provider of Party A, if applicable

              	 	
                Remaining
                  Weighted Average Maturity 

                up
                  to 3 years

              	 	
                Remaining
                  Weighted Average Maturity

                up
                  to 5 years

              	 	
                Remaining
                  Weighted Average Maturity

                up
                  to 10 years

              	 	
                Remaining
                  Weighted Average Maturity

                up
                  to 30 years

              	 
	
                “A-2”
                  or higher

              	 	 	
                2.75

              	
                %

              	 	
                3.25

              	
                %

              	 	
                4.00

              	
                %

              	 	
                4.75

              	
                %

              
	
                “A-3”

              	 	 	
                3.25

              	
                %

              	 	
                4.00

              	
                %

              	 	
                5.00

              	
                %

              	 	
                6.25

              	
                %

              
	
                “BB+”
                  or
                  lower

              	 	 	
                3.50

              	
                %

              	 	
                4.50

              	
                %

              	 	
                6.75

              	
                %

              	 	
                7.50

              	
                %

              


      

      


      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      [Remainder
        of this page intentionally left blank]

       


      
        
          
          

        

        
          12

          
            

          

        

         

      


      IN
        WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
        representatives as of the date of the Agreement.

       

      
        	
                The
                  Royal Bank of Scotland plc 

                By:
                  Greenwich Capital Markets, Inc., its agent

              	
                HSBC
                  Bank USA, National Association, not individually, but solely as
                  Supplemental Interest Trust Trustee on behalf of the Supplemental
                  Interest
                  Trust with respect to the ACE Securities Corp. Home Equity Loan
                  Trust,
                  Series 2007-WM1 Asset Backed Pass-Through Certificates

              
	 	 
	 	 
	
                By: /s/
                  David E. Wagner

                
                  

                

                Name
                  David E. Wagner

                Title:
                  Managing Director

                Date:
                  1/29/07

              	
                By: /s/
                  Fernando Acebedo

                
                  

                

                Name:
                  Fernando Acebedo

                Title:
                  Vice President

                Date:
                  1/29/07

              


      

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

       

    

     

    
 

    EXHIBIT
      J

     

    CAP
      CONTRACTS

     

    
      
        
        

      

      
        J-1

        
          

        

      

      
        
        

      

    

     

     

    

      (Multicurrency—Cross
        Border)

      ISDA®

      International
        Swap and Derivatives Association, Inc.

       

      MASTER
        AGREEMENT

       

      dated
        as
        January 29, 2007

      


      
        	
                THE
                  ROYAL BANK OF SCOTLAND PLC

              	
                and

              	
                HSBC
                  BANK USA, NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY,
                  BUT SOLELY
                  AS CAP TRUSTEE (THE “TRUSTEE”) FOR THE CAP TRUST (THE
                  “TRUST”)
                  WITH RESPECT TO ACE SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES
                  2007-WM1

              


      

      
        	
              	 	
              
	
                ("Party
                  A")

              	 	
                ("Party
                  B")

              


      

       

      
        have
          entered and/or anticipate entering into one or more transactions (each
          a
“Transaction”) that are or will be governed by this Master
          Agreement, which includes the schedule (the “Schedule”),
          and the documents and other confirming evidence (each a
“Confirmation”) exchanged between the parties confirming those
          Transactions. 

         

        Accordingly,
          the parties agree as follows:—

         

        1. Interpretation

        


        (a)  Definitions. 
          The
          terms
          defined in Section 14 and in the Schedule will have
          the meanings therein specified for the purpose of this
          Master Agreement.

         

        (b) Inconsistency.
          In
          the
          event of any inconsistency between the provisions of
          the Schedule and the other provisions of this
          Master Agreement, the Schedule will prevail. In the event
          of any inconsistency between the provisions of any
          Confirmation and this Master Agreement (including the Schedule), such
          Confirmation will prevail for the purpose of
          the relevant Transaction.

         

        (c) Single
          Agreement. All
          Transactions are entered into in reliance on the
          fact that this Master Agreement and all Confirmations
          form a single agreement between the parties
          (collectively referred to as this “Agreement”), and the
          parties would not otherwise enter into any Transactions.

         

        2. Obligations

         

        (a) General
          Conditions.

         

        (i) Each
          party will make each payment or delivery specified in each Confirmation
          to be made by it, subject to the other provisions of
          this Agreement.

         

        (ii) Payments
          under this Agreement will be made on the due date for value on that date in the place
          of the account specified in the relevant Confirmation or otherwise
          pursuant to this Agreement, in
          freely transferable funds and in the manner customary for payments in
          the required currency. Where
          settlement is by delivery (that is, other than by payment), such
          delivery will be made for receipt on the due date in the
          manner customary for the relevant obligation unless
          otherwise specified in the relevant Confirmation or
          elsewhere in this Agreement.

         

        (iii) Each
          obligation of each party under Section 2(a)(i) is subject to (1)
          the condition precedent that no Event of Default or
          Potential Event of Default with respect to the other
          party has occurred and is continuing, (2) the condition
          precedent that no Early Termination Date in respect of the
          relevant Transaction has occurred or been effectively designated and
          (3) each other applicable condition precedent specified in
          this Agreement.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
           

          Copyright
            © 1992 by International Swap and Derivatives Association, Inc.

           

           (b) Change
            of Account. Either
            party may change its account for receiving a payment or delivery by
            giving notice to the other party at least five Local Business Days
            prior to the scheduled date for the payment or delivery to which
            such change applies unless such other party gives timely notice of a reasonable objection
            to such change.

           

          (c) Netting.
            If
            on any
            date amounts would otherwise be payable:—

           

          (i) in
            the
            same currency; and

           

          (ii) in
            respect of the same Transaction,

           

          by
            each
            party to the other, then, on such date, each party's obligation to make
            payment
            of any such amount will be automatically satisfied and
            discharged and, if the aggregate amount that would otherwise have been
            payable
            by one party exceeds the aggregate amount that would otherwise have been
            payable by the other party, replaced by an obligation upon
            the party by whom the larger aggregate amount would have been
payable to pay
            to the other party the excess of the larger aggregate amount over the
            smaller
            aggregate amount.

           

          The
            parties may elect in respect of two or more Transactions that a net amount
            will
            be determined in respect of all amounts
            payable on the same date in the same currency in respect of such
            Transactions, regardless of
            whether such amounts are payable in respect of the same Transaction.
            The election may be made in the Schedule or a Confirmation
            by specifying that subparagraph (ii) above will not apply to
            the Transactions identified as being subject to the election, together
            with the starting date (in which case subparagraph (ii)
            above will not, or will cease to, apply to such Transactions from such
            date). This election may be made separately for different
            groups of Transactions and will apply separately to each pairing of
            Offices through which the parties make and receive payments or
            deliveries.

           

          (d) Deduction
            or Withholding for Tax.

           

          (i) Gross-Up.
            All
            payments under this Agreement will be made without any deduction or
            withholding for or on account of any Tax unless such deduction or
            withholding is required by any applicable law, as modified by the
            practice of any relevant governmental revenue
            authority, then in
            effect. If a party is so required to deduct or withhold, then that party
            (“X”)
            will:—

           

          (1) promptly
            notify the other party (“Y”) of such requirement;

           

          (2) pay
            to
            the relevant authorities the full amount required to be
            deducted or withheld (including the full amount required to
            be deducted or withheld from any additional amount paid by X to Y
            under this Section 2(d)) promptly upon the earlier of
            determining that such deduction or withholding is required
            or receiving notice that such amount has been assessed against
            Y;

           

          (3) promptly
            forward to Y an official receipt (or a certified copy), or
            other documentation reasonably acceptable to Y, evidencing such
            payment to such authorities; and

           

          (4) if
            such
            Tax is an Indemnifiable Tax, pay to Y, in addition to the payment
            to which Y is otherwise entitled under this Agreement,
            such additional amount as is necessary
            to ensure that the net amount
            actually received by Y (free and clear of Indemnifiable Taxes,
            whether assessed
            against X or Y) will equal the full amount Y would have received had
            no such deduction or withholding been required. However, X will
            not be required to pay any additional amount to Y to the
            extent that it would not be required to be paid but for:—

           

          (A) the
            failure by Y to comply with or perform any agreement contained in
            Section 4(a)(i), 4(a)(iii) or 4(d); or

           

          (B) the
            failure of a representation made by Y pursuant to Section 3(f) to
            be accurate and true unless such failure would not have
            occurred but for (I) any action taken by a taxing
            authority, or brought in a court of competent jurisdiction, on or after the
            date on which a Transaction is entered into (regardless of
            whether such action is taken or brought with respect to a party
            to this Agreement) or (II) a Change in Tax Law.

           

          
            
              
              

            

            
              2

              
                

              

            

            
              
              

            

          

           

          (ii) Liability.
            If:—

           

          (1) X
            is
            required by any applicable law, as modified by the practice of any relevant
            governmental revenue authority, to make any deduction
            or withholding in respect of which X
            would not be required to pay an additional amount to Y under Section
            2(d)(i)(4);

           

          (2) X
            does
            not so deduct or withhold; and

           

          (3) a
            liability resulting from such Tax is assessed directly against X,

           

          then,
            except to the extent Y has satisfied or then satisfies the liability
            resulting
            from such Tax, Y will promptly pay to X the amount of such
            liability (including any related liability for interest, but
            including any related liability for penalties only if Y has failed to
            comply with or perform any agreement contained in Section
            4(a)(i), 4(a)(iii) or 4(d)).

           

          (e) Default
            Interest; Other Amounts. Prior
            to
            the occurrence or effective designation of an Early
            Termination Date in respect of the relevant Transaction, a party that
            defaults in the performance of any payment obligation
            will, to the extent permitted by law and subject to
            Section 6(c), be required to pay interest
            (before as well
            as after judgment) on the overdue amount to the other party on demand
            in the
            same currency
            as such overdue amount, for the period from (and including) the
            original due date for payment to (but excluding) the date of
            actual payment, at the Default Rate. Such interest will be calculated
            on
            the basis of daily compounding
            and the actual number of days elapsed. If, prior to the occurrence or
            effective designation
            of an Early Termination Date in respect of the relevant
            Transaction, a party defaults in the performance of any obligation
            required to be settled by delivery, it will compensate
            the other party on demand
            if
            and to the extent provided for in the relevant Confirmation or
            elsewhere in this Agreement.

           

          3. Representations

           

          Each
            party represents to the other party (which representations will be
            deemed
            to be repeated
            by each party on each date on which a Transaction is entered
            into and, in the
            case
            of the representations
            in
            Section 3(f), at all times until the termination of this
            Agreement) that:—

           

          (a) Basic
            Representations.

           

          (i) Status.
            It
            is
            duly organised and validly existing under the laws of the
            jurisdiction of its organisation or incorporation and, if
            relevant under such laws, in good standing;

           

          (ii) Powers.
            It
            has
            the power to execute this Agreement and any other
            documentation relating to this Agreement to which it is a party,
to
            deliver this Agreement and any other
            documentation relating to this Agreement that it is required by
            this Agreement to deliver and to perform its obligations under this
            Agreement and any obligations it has under any Credit Support Document
            to
            which it is a party and has taken all necessary action to
            authorise such execution, delivery and performance;

           

          (iii) No
            Violation or Conflict.
            Such
            execution, delivery and
            performance do not
            violate or  conflict with any law applicable to it, any
            provision of its constitutional documents, any order or judgment
            of any court or other agency of government applicable to it or any of
            its assets or any contractual restriction binding on or affecting
            it or any of its assets;

           

          (iv) Consents.
            All
            governmental and other consents that are required to have been
            obtained by it with respect to this Agreement or any Credit
            Support Document to which it is a party have been obtained and
            are in full force and effect and all conditions of any such consents
            have been complied with; and

           

          (v) Obligations
            Binding. Its
            obligations under
            this Agreement and any
            Credit Support Document to which it is a party constitute
            its legal, valid and binding obligations, enforceable in accordance
            with their respective terms (subject to applicable
            bankruptcy, reorganisation, insolvency,
            moratorium or similar laws affecting creditors' rights generally and
            subject, as to enforceability, to equitable principles of general
            application (regardless of whether enforcement is sought in a
            proceeding in equity or at law)).

           

          
            
              
              

            

            
              3

              
                

              

            

            
              
              

            

          

           

          (b) Absence
            of Certain Events. No
            Event
            of Default or Potential Event of Default or, to its knowledge,
Termination Event
            with respect to it has occurred
            and is
            continuing and
            no
            such event
            or
            circumstance would occur as a
            result of its entering into or performing its
            obligations under this Agreement
            or any
            Credit Support Document to which it is a party.

           

          (c) Absence
            of Litigation.
            There
            is
            not pending or, to its knowledge, threatened against it or any of its
            Affiliates any action, suit or proceeding
            at law or in equity or before any court,
            tribunal, governmental body, agency or official or any arbitrator
            that is likely to affect the legality, validity or enforceability
            against it of this Agreement or
            any Credit Support Document
            to which
            it is a party or its ability to perform its obligations
            under this Agreement or such Credit Support Document.

           

          (d) Accuracy
            of Specified Information. All
            applicable information
            that
            is
            furnished in writing by or on behalf of it to the other
            party and is identified for the purpose of this Section 3(d) in the
            Schedule is, as of the date of the information, true,
            accurate and complete in every material respect.

           

          (e) Payer
            Tax Representation. Each
            representation specified in the Schedule as being made by it for
            the purpose of this Section 3(e) is accurate and true.

           

          (f) Payee
            Tax Representations. Each
            representation specified in the Schedule as being made by it for
            the purpose of this Section 3(f) is accurate and true.

           

          4. Agreements

           

          Each
            party agrees with the other that, so long as either party has or may
            have any
            obligation under this Agreement or under any Credit Support
            Document to which it is a party:—

           

          (a) Furnish
            Specified Information. It
            will
            deliver to the other party or, in certain cases under
            subparagraph (iii) below, to such government or taxing authority as
            the other party reasonably directs:—

           

          (i) any
            forms, documents or certificates relating to taxation specified in the
            Schedule or any Confirmation;

           

          (ii) any
            other
            documents specified in the Schedule or any Confirmation; and

           

          (iii) upon
            reasonable demand by such other party, any form or document that may
            be required or reasonably requested in writing in order to allow
            such other party or its Credit Support Provider to
            make a payment under this Agreement or any applicable Credit Support
            Document without any deduction or withholding for or on account
            of any Tax or with such deduction or withholding at a
            reduced rate (so long as the completion, execution or submission of such
            form or document would not materially prejudice the legal or
            commercial position of the party in receipt of such demand),
            with any such form or document to be accurate and completed in a
            manner reasonably satisfactory to such other party and to be
executed
            and to be delivered with any
            reasonably required certification,

           

          in
            each
            case by the date specified in the Schedule or such Confirmation or, if
            none is
            specified, as soon as reasonably practicable.

           

          (b) Maintain
            Authorisations. It will
            use
            all reasonable efforts to maintain in full force and effect all
            consents of any governmental or other authority that are required to
            be obtained by it with respect to this Agreement or any
            Credit Support Document to which
            it
            is a party and will use
            all
            reasonable efforts to obtain any that may become necessary
            in the future.

           

          (c) Comply
            with Laws. It
            will
            comply in all material respects with all applicable laws and orders to
which it may
            be subject if failure
            so to
            comply would materially impair its ability to perform its obligations
            under this Agreement or any Credit Support Document to which it is a
            party.

           

          (d) Tax
            Agreement. It
            will
            give notice of any failure of a representation made by it
            under Section 3(f) to be accurate and true promptly upon
            learning of such failure.

           

          (e) Payment
            of Stamp Tax. Subject
            to Section 11, it will pay any Stamp Tax levied or imposed upon
it or in respect
            of its execution or performance
            of this
            Agreement by
            a jurisdiction in which it is incorporated, organised,
            managed and controlled, or considered to have its seat, or in which a
            branch
            or office through which it is
            acting
            for the purpose of this Agreement is located
            (“Stamp
            Tax Jurisdiction”) and will indemnify the other party
            against any Stamp Tax levied or imposed upon
            the
            other party or in respect of the other party's execution or performance
            of this Agreement by any such
            Stamp
            Tax Jurisdiction which is not also a Stamp Tax Jurisdiction
            with respect to the other party.

           

          
            
              
              

            

            
              4

              
                

              

            

            
              
              

            

          

           

          5. Events
            of Default and Termination Events

           

          (a) Events
            of Default. The
            occurrence at any time with respect to a party or, if
            applicable, any Credit Support Provider of
            such party or any Specified
            Entity
            of such party of any of the following events constitutes
            an event of default (an “Event of Default”) with respect to such
            party:—

           

          (i) Failure
            to Pay or Deliver. Failure
            by the party to make, when due, any payment under this
            Agreement or delivery under Section 2(a)(i) or 2(e) required to be
            made by it if such failure is not remedied on or before the third
            Local Business Day after notice of such failure is given to the
            party;

           

          (ii) Breach
            of Agreement. Failure
            by the party to comply with or perform any agreement or
            obligation (other than an obligation to make any payment under this
            Agreement or delivery under Section 2(a)(i) or 2(e) or to give
            notice of a Termination Event or any agreement or obligation
            under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or
            performed by the party in accordance with this Agreement if
            such failure is not remedied on or before the thirtieth day
            after notice of such failure is given to the
            party;

           

          (iii) Credit
            Support Default.

           

          (1) Failure
            by the party or any Credit Support Provider of such party to
            comply with or perform any agreement or obligation to be
            complied with or performed by it in accordance
            with any Credit Support Document if such failure is continuing after
            any applicable grace period has elapsed;

           

          (2) the
            expiration or termination
            of such
            Credit Support Document or the failing or ceasing
            of such Credit
            Support Document to be in full force and
            effect
            for the purpose of this Agreement (in either case
            other than in accordance with its terms)
            prior
            to the satisfaction
            of all obligations of such party
            under each Transaction to which
            such
            Credit Support Document relates without the written consent
            of the other party; or

           

          (3) the
            party
            or such
            Credit Support
            Provider
            disaffirms, disclaims, repudiates or rejects, in whole or in
            part, or challenges the validity of, such Credit Support Document;

           

          (iv) Misrepresentation.
            A
            representation (other than a representation under Section 3(e) or (f))
            made or repeated
            or deemed to have been made or repeated by the party or
            any Credit Support
            Provider of such
            party in this Agreement or any Credit Support Document proves
            to have been
            incorrect or misleading
            in any
            material
            respect when made or repeated or deemed to have been made
            or repeated;

           

          (v) Default
            under Specified Transaction. The
            party, any Credit Support Provider of such party or
            any applicable Specified
            Entity of such party (1) defaults under a Specified Transaction and, after
            giving effect
            to any applicable notice requirement or grace period, there occurs a
            liquidation of, an
            acceleration of obligations
            under, or an
            early
            termination of, that Specified Transaction, (2) defaults,
            after giving effect to any applicable notice requirement or grace
            period, in making any payment or delivery due on the last
            payment, delivery or exchange date of, or any payment
            on early termination of, a Specified Transaction (or such
            default continues for at least three Local Business Days if there
            is no applicable notice requirement or grace period) or (3)
            disaffirms, disclaims, repudiates or rejects, in whole or in
            part, a Specified Transaction (or such action is taken by any
            person or entity appointed or empowered to operate it or act
            on its behalf);

           

          (vi) Cross
            Default. If
“Cross
            Default” is specified in
            the
            Schedule as applying to the party, the occurrence or existence
            of (1) a default, event of default or other similar condition or event
            (however described) in respect of such
            party,
            any Credit Support Provider of such party or any applicable
            Specified Entity of such party under one or more agreements or
            instruments relating to Specified Indebtedness of any of
            them (individually or collectively) in an aggregate amount of
            not less than the applicable Threshold
            Amount (as
            specified in the Schedule) which has resulted in such Specified
            Indebtedness becoming, or becoming capable at such time of being declared,
            due and payable under such agreements or
            instruments, before it would
            otherwise have been due and payable or (2) a default
            by such party, such Credit Support Provider or such Specified Entity
            (individually or collectively) in making one or more
            payments on the due date thereof
            in an aggregate
            amount
            of not less than the applicable Threshold Amount under such
            agreements or instruments (after giving effect to any
            applicable notice requirement or grace period);

           

          
            
              
              

            

            
              5

              
                

              

            

            
              
              

            

          

           

          (vii) Bankruptcy.
            The
            party, any Credit Support Provider
            of such
            party or any applicable Specified Entity of such
            party:—

           

          (1) is
            dissolved (other than pursuant to a consolidation, amalgamation or
            merger); (2) becomes
            insolvent or is
            unable to
            pay
            its debts or fails or admits in writing
            its
            inability generally to pay its debts as they become due; (3)
            makes a general assignment, arrangement or composition
            with or for the benefit of its creditors; (4) institutes or has
            instituted against it a proceeding seeking a judgment
            of insolvency or bankruptcy or any other relief under
            any bankruptcy or insolvency law or
            other similar law affecting
            creditors' rights, or a petition is presented for its
            winding-up or liquidation, and, in the case of any such proceeding or
            petition instituted or presented against it, such proceeding
            or petition (A) results in a judgment of insolvency or
            bankruptcy or the entry of an order for relief or the making of an
            order for its winding-up or liquidation or (B) is
            not
            dismissed, discharged, stayed or restrained in each
            case
            within 30 days of the institution
            or presentation thereof; (5) has
            a
            resolution
            passed
            for its winding-up, official management or
            liquidation (other than pursuant to a consolidation,
            amalgamation or merger); (6) seeks or becomes subject to the
            appointment of an administrator, provisional liquidator,
            conservator, receiver,
            trustee, custodian or other similar official
            for it
            or for all or substantially all its assets; (7) has a
            secured party take possession of all or substantially all its
            assets or has a distress, execution, attachment,
sequestration
            or other legal process
            levied,
            enforced or sued on or against all or substantially all its
            assets and such secured party maintains possession, or
            any such process
            is
            not dismissed, discharged, stayed or restrained, in each
            case
            within 30 days thereafter; (8) causes or is subject to any event
            with respect to it which, under the applicable laws of any
            jurisdiction, has an analogous effect to any of the events specified
            in clauses (1) to (7) (inclusive);
            or (9) takes any action in
            furtherance of, or indicating its consent to, approval
            of, or acquiescence in, any of the foregoing acts; or

           

          (viii) Merger
            Without Assumption. The
            party
            or any Credit Support Provider of such party
            consolidates or amalgamates
            with, or merges with or into,
            or
            transfers all or substantially all its assets
            to, another entity and, at the time of such consolidation,
            amalgamation, merger or transfer:—

           

          (1) the
            resulting, surviving or transferee entity fails
            to
            assume all the obligations of such party
            or such Credit Support Provider under this Agreement or any Credit
            Support Document to which it or its predecessor was a party
            by operation of law or pursuant to an agreement
            reasonably satisfactory to the other party to this Agreement;
            or

           

          (2) the
            benefits of any Credit Support Document fail to extend (without the
            consent of the other party) to the performance by such
            resulting, surviving or transferee entity of its
            obligations under this Agreement.

           

          


          
            
              
              

            

            
              6

              
                

              

            

            
              
              

            

          

           

          
            (b) Termination
              Events. The
              occurrence at any time with respect to a party or, if
              applicable, any Credit Support Provider of
              such party or any Specified
              Entity
              of such party of any event specified below constitutes
              an Illegality if the event is specified in (i) below, a Tax Event if
              the event is specified in (ii) below or a Tax
              Event Upon Merger if the event is specified in (iii) below, and, if
              specified to be
              applicable, a Credit Event Upon Merger if the event is
              specified pursuant to (iv) below
              or an
              Additional Termination Event if the event
              is specified pursuant to (v) below:—

          

           

          (i) Illegality.
            Due
            to
            the
            adoption of, or any change in, any
            applicable law after the date on which
            a Transaction is entered into, or due to the promulgation of, or
            any change in, the interpretation by any court, tribunal or
            regulatory authority with competent jurisdiction of
            any applicable law after such date, it becomes
            unlawful (other than as a result of a breach by the party
            of Section 4(b)) for such party (which will be the
            Affected Party):—

           

          (1) to
            perform any absolute or contingent obligation to make a payment
            or delivery or to receive a payment or delivery in
            respect of such Transaction or to comply with any other
            material provision of this Agreement relating to such Transaction;
            or

           

          (2) to
            perform, or for any Credit Support
            Provider of such
            party to
            perform, any contingent or other obligation which the
            party (or such Credit Support Provider) has under any Credit
            Support Document relating to such Transaction;

           

          (ii) Tax
            Event. Due
            to
            (x) any action
            taken by a taxing authority, or brought in a court of competent
            jurisdiction, on or after the date on which a Transaction is
            entered into (regardless of whether such action is taken or
            brought with respect to a party to this Agreement) or (y) a Change
            in Tax Law, the party (which will be the Affected Party)
            will, or there is a substantial likelihood that it will, on
            the next succeeding Scheduled Payment Date (1) be required to pay to
            the other party an additional amount in respect of an
            Indemnifiable Tax under Section 2(d)(i)(4) (except
            in respect of interest under Section 2(e), 6(d)(ii) or
            6(e)) or (2) receive a payment from which an amount is required to
            be deducted or withheld for or on account of a Tax (except in
            respect of interest under Section 2(e), 6(d)(ii) or 6(e))
            and no additional amount is required to be paid in respect of
            such Tax under Section 2(d)(i)(4) (other than by reason of
            Section 2(d)(i)(4)(A) or (B));

           

          (iii) Tax
            Event Upon Merger. The
            party
            (the “Burdened Party”) on the next succeeding Scheduled
            Payment Date will
            either (1) be required to pay an additional
            amount
            in respect of an Indemnifiable Tax under Section
            2(d)(i)(4) (except in respect of interest under Section 2(e), 6(d)(ii)
            or 6(e)) or (2) receive a
            payment from which an amount has been deducted or withheld for or
            on account of any Indemnifiable Tax
            in respect of which the other
            party is
            not required to pay an additional amount (other than by
            reason of Section 2(d)(i)(4)(A) or (B)), in either case as a
            result of a party consolidating or amalgamating with,
            or merging with or into, or transferring all or substantially all
            its assets to, another entity (which will be the Affected Party) where
            such action does not constitute an event described in
            Section 5(a)(viii);

           

          (iv)  Credit
            Event Upon Merger. If
            “Credit Event Upon Merger” is specified in the Schedule as applying
            to the party,
            such party (“X”), any Credit Support Provider of X or any applicable
            Specified Entity of X
            consolidates or amalgamates
            with, or merges with or into,
            or
            transfers all or substantially all its assets
            to, another entity and such action does
            not
            constitute an event described
            in
            Section 5(a)(viii) but the creditworthiness of the
            resulting, surviving or transferee entity is materially
            weaker
            than that of X, such Credit Support
            Provider or such Specified Entity,
            as
            the
            case may be, immediately prior
            to such action (and, in such event, X or its successor or
            transferee, as appropriate, will be the Affected Party); or

           

          (v) Additional
            Termination Event. If
            any
“Additional Termination Event” is specified in the
            Schedule or any Confirmation as applying, the occurrence of such event
            (and, in such event, the Affected Party or Affected Parties
            shall be as specified for such Additional Termination Event in
            the Schedule or such Confirmation).

           

          (c) Event
            of Default and Illegality. If
            an
            event or circumstance which would otherwise constitute or
            give rise to an Event of Default also constitutes an Illegality,
            it will be treated as an Illegality and will not
            constitute an Event of Default.

           

          
            
              
              

            

            
              7

              
                

              

            

            
              
              

            

          

           

          6. Early
            Termination

           

          (a) Right
            to Terminate Following Event of Default. If
            at any
            time an Event of Default with respect to a party (the
“Defaulting Party”) has occurred and is then continuing, the other
            party (the “Non-defaulting Party”) may, by
            not
            more than 20 days notice to
            the
            Defaulting Party specifying the relevant Event of Default,
            designate a day not earlier than the day such notice is effective as
            an Early Termination Date in respect of
            all outstanding Transactions. If, however, “Automatic Early
            Termination” is specified in the Schedule as
            applying to a party, then an Early Termination Date in respect of
            all outstanding Transactions will occur immediately upon the
            occurrence with respect to such party of an Event
            of Default specified in Section 5(a)(vii)(l), (3), (5),
            (6)
            or,
            to the extent analogous thereto, (8), and as of the time immediately
            preceding the institution of the relevant proceeding or the
            presentation of the relevant petition upon the
            occurrence with respect
            to such party of an Event of Default
            specified in Section 5(a)(vii)(4) or, to the extent
            analogous thereto, (8).

           

          (b) Right
            to Terminate Following Termination Event.

           

          (i) Notice.
            If
            a
            Termination Event occurs, an Affected Party will, promptly upon
            becoming aware of
            it, notify the other
            party, specifying the nature of that Termination Event
            and
            each Affected Transaction
            and will also give
            such other information about
            that Termination Event as the
            other
            party may reasonably
            require.

           

          (ii) Transfer
            to Avoid Termination Event. If
            either
            an Illegality under Section 5(b)(i)(l) or a Tax
            Event occurs and there is only one Affected Party, or if a Tax Event
            Upon Merger occurs and the Burdened Party is the Affected Party,
            the Affected Party will, as a condition to its right to designate
            an Early Termination Date under Section 6(b)(iv), use all reasonable
            efforts (which will not require such party to incur a loss,
excluding
            immaterial, incidental expenses)
            to
            transfer within 20 days after it gives notice under Section
            6(b)(i) all its rights and obligations under this
            Agreement in respect of the Affected Transactions to
            another of its Offices or Affiliates so that such Termination Event
            ceases to exist.

           

          If
            the
            Affected Party is not able to make such a transfer it will give notice
            to the
            other party to that effect within such
            20 day period, whereupon the other party may effect such
            a transfer within
            30 days after the notice is given under Section
            6(b)(i).

           

          Any
            such
            transfer by a party under this Section 6(b)(ii) will be subject to and
            conditional upon the prior written consent of the other
            party, which consent will not be withheld if such other party's
            policies in effect at such time would permit it to enter into
            transactions with the transferee on the
            terms proposed.

           

          (iii) Two
            Affected Parties. If
            an
            Illegality under Section 5(b)(i)( 1) or
            a Tax
            Event occurs and there are two Affected Parties,
            each party will use
            all
            reasonable efforts to reach agreement within 30 days
            after notice thereof is given under Section 6(b)(i) on action to avoid
            that Termination Event.

           

          (iv) Right to
            Terminate. If:—

           

          (1) a
            transfer under
            Section 6(b)(ii) or an agreement
            under
            Section 6(b)(iii), as the case may
            be, has not been effected with respect to all Affected
            Transactions within 30 days after an
            Affected Party gives notice under Section 6(b)(i); or

           

          (2) an
            Illegality under Section 5(b)(i)(2), a Credit Event Upon Merger
            or an Additional Termination Event occurs,
            or a Tax Event
            Upon
            Merger occurs and the Burdened Party is not
            the Affected Party,

           

          either
            party in the case of an Illegality, the
            Burdened Party in the
            case of
            a Tax Event Upon Merger, any Affected Party in the case
            of a Tax Event or an Additional Termination Event
            if there is more than one Affected Party, or the party
            which is not the Affected Party in the case of a Credit Event
            Upon Merger or an Additional Termination Event if there is only one
            Affected Party may, by not more than 20 days notice
to
            the
            other party and provided that the relevant
            Termination Event is then continuing,
            designate a day not earlier than the day such notice is effective as
            an Early Termination Date in respect of all Affected
            Transactions.

           

          
            
              
              

            

            
              8

              
                

              

            

            
              
              

            

          

           

          (c) Effect
            of Designation.

           

          (i) If
            notice
            designating an Early Termination Date is given under Section 6(a)
            or (b), the Early Termination Date will occur on the date so
            designated, whether or not the relevant Event of Default
            or Termination Event is then continuing.

           

          (ii) Upon
            the
            occurrence or effective designation of an Early
            Termination Date, no further payments or deliveries
            under Section 2(a)(i) or 2(e) in respect of the
            Terminated Transactions will be required to
            be made, but without prejudice to the
            other
            provisions of this Agreement. The amount, if any, payable in
            respect of an Early Termination Date shall
            be
            determined pursuant to Section 6(e).

           

          (d) Calculations.

           

          (i) Statement.
            On
            or as
            soon as reasonably practicable following the
            occurrence of an Early Termination Date, each
            party will make the calculations on its
            part,
            if any, contemplated by Section 6(e)
            and will provide to the other party a statement (1) showing, in
            reasonable detail, such calculations (including all relevant
            quotations and specifying any amount
            payable under Section 6(e)) and (2) giving
            details of the
            relevant account to which any
            amount payable to it is to be paid. In the
            absence of written confirmation from the
            source of a quotation obtained in determining a Market
            Quotation, the records of
            the party obtaining such quotation will be conclusive evidence of
            the existence and accuracy of such quotation.

           

          (ii) Payment
            Date. An
            amount
            calculated as being due in respect of any
            Early Termination Date under Section 6(e) will
            be payable on the day that notice of the amount payable
            is effective (in the case of an Early Termination
            Date which is designated or occurs as a result of
            an Event of Default) and on the day
            which is two Local Business Days after the day on
            which
            notice of the amount payable is effective (in the
            case
            of an Early Termination Date which
            is
            designated as a result of a Termination
            Event). Such amount will be paid together with (to the extent
            permitted under applicable law)
            interest thereon (before as well
            as
            after judgment) in the Termination Currency, from (and including)
            the relevant Early Termination Date to (but excluding) the date such
            amount is paid, at the Applicable Rate. Such interest
            will be calculated on the basis of daily
            compounding and the actual
            number of days elapsed.

           

          (e) Payments
            on Early Termination. If
            an
            Early Termination Date
            occurs, the following provisions shall apply based
            on the parties' election in the Schedule of a payment measure,
            either “Market Quotation” or “Loss”, and a payment
            method, either the “First Method” or the “Second Method”. If the
            parties fail to designate a payment
            measure or payment method in the Schedule, it will be
            deemed
            that “Market Quotation” or the “Second Method”,
as
            the
            case may be, shall apply. The amount,
            if any,
            payable in respect of an Early Termination Date and
            determined pursuant to this Section will be subject to any Set-off.

           

          (i) Events
            of Default. If
            the
            Early Termination Date results from an Event of Default:—

           

          (1) First
            Method and Market Quotation.
            If
            the
            First Method and Market Quotation apply, the
            Defaulting Party will
            pay
            to the Non-defaulting Party the excess, if a positive
            number, of (A) the
            sum of the Settlement Amount (determined by the Non-defaulting
            Party) in respect of the Terminated Transactions and
            the Termination Currency Equivalent of the Unpaid Amounts owing
            to the Non-defaulting Party over (B) the Termination Currency
            Equivalent of the Unpaid Amounts owing to the Defaulting
            Party.

           

          (2) First
            Method and Loss. If
            the
            First Method and Loss apply, the Defaulting Party will pay
            to the Non-defaulting Party, if a positive number, the
            Non-defaulting Party's Loss in respect
            of this Agreement.

           

          (3) Second
            Method and Market Quotation. If
            the
            Second Method and Market Quotation apply,
            an amount will be payable equal to (A) the sum of the Settlement
            Amount (determined by
            the
Non-defaulting
            Party) in
            respect of the Terminated Transactions and the Termination Currency
            Equivalent of the
            Unpaid Amounts owing to the Non-defaulting Party less (B) the Termination
            Currency Equivalent of the Unpaid Amounts owing to the Defaulting
            Party. If that amount is a positive number, the
            Defaulting Party will pay it to the Non-defaulting Party; if
            it is a negative
            number, the Non-defaulting
            Party will pay the absolute value of that amount to the Defaulting
            Party.

           

          
            
              
              

            

            
              9

              
                

              

            

            
              
              

            

          

           

          (4) Second
            Method and Loss.
            If
            the
            Second Method and Loss apply, an amount will be payable
            equal to the Non-defaulting Party's Loss in respect of this
            Agreement. If that amount is a
            positive number, the
            Defaulting Party will pay it to the Non-defaulting Party;
            if
            it is a negative number, the Non-defaulting
            Party will pay the absolute value of that amount
            to the Defaulting Party.

           

          (ii) Termination
            Events. If
            the
            Early Termination Date results from a Termination Event:—

           

          (1) One
            Affected Party.
            If
            there
            is one Affected Party, the amount payable will be determined
            in accordance with Section
            6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss
            applies, except that,
            in
            either case, references to the Defaulting Party and
            to the Non-defaulting Party will be deemed to be
            references to the Affected Party and the party which is not the
            Affected Party, respectively,
            and, if Loss applies and fewer than all the Transactions are being
            terminated, Loss shall be calculated in respect of all Terminated
            Transactions.

           

          (2) Two
            Affected Parties. If
            there
            are two Affected Parties:—

           

          (A) if
            Market
            Quotation applies, each party will determine
            a Settlement Amount in respect of the Terminated
            Transactions, and an amount will be payable equal to (I) the
            sum of (a) one-half of the difference between the Settlement
            Amount of the party with
            the higher Settlement Amount (“X”) and the Settlement Amount of
            the party with the lower Settlement Amount (“Y”) and
            (b) the Termination Currency Equivalent of the Unpaid Amounts owing
            to X less (II) the Termination Currency Equivalent of the Unpaid
            Amounts owing to Y; and

           

          (B) if
            Loss
            applies, each party will determine its
            Loss
            in respect of this Agreement (or,
            if fewer than all the Transactions are being terminated, in
            respect of all Terminated Transactions) and an
            amount will be payable equal to one-half
            of
            the difference between the Loss of
            the party with the higher Loss (“X”) and
            the Loss
            of the party with the lower Loss (“Y”).

           

          If
            the
            amount payable is a positive number, Y will pay it to X; if it is
            a negative number, X will pay the absolute value
            of that amount to Y.

           

          (iii) Adjustment
            for Bankruptcy. In
            circumstances where an Early Termination Date occurs
            because “Automatic Early Termination” applies in respect of a party,
            the amount determined under this Section 6(e) will be
            subject to such adjustments as are appropriate and
            permitted by law to reflect any payments or
            deliveries made by one
            party to
            the other under this Agreement (and retained
            by such other party) during the period from the relevant Early
            Termination Date to the date for
            payment determined under Section 6(d)(ii).

           

          (iv) Pre-Estimate.
            The
            parties
            agree that if Market Quotation
            applies
            an amount recoverable under this Section 6(e) is a
            reasonable pre-estimate of loss and not a penalty. Such
            amount is payable for the loss of bargain and the
            loss of protection against future risks and
            except as otherwise provided
            in this Agreement neither party will be entitled to recover any
            additional damages as a consequence
            of such losses.

           

          
            
              
              

            

            
              10

              
                

              

            

            
              
              

            

          

           

          7. Transfer

           

          Subject
            to Section 6(b)(ii), neither this Agreement nor any interest or obligation
            in
            or under this Agreement
            may be transferred (whether
            by way of security or otherwise) by either party without
            the prior written consent of the other party,
            except that: —

           

          (a) a
            party
            may make such a transfer of this Agreement pursuant to
            a consolidation or amalgamation
            with, or merger with or into, or transfer of all or substantially
            all its assets to, another entity (but without
            prejudice to any other right or remedy under this Agreement);
            and

           

          (b) a
            party
            may make such a transfer of all or any part of its interest in
            any
            amount payable to it from
            a Defaulting Party under Section 6(e).

           

          Any
            purported transfer that is not in compliance with this Section will be
            void.

           

          8. Contractual
            Currency

           

          (a) Payment
            in the Contractual Currency. Each
            payment under this Agreement will be made in the
            relevant currency specified
            in this Agreement for that payment (the “Contractual Currency”). To the extent
            permitted by applicable law, any obligation to make payments under
            this Agreement in the Contractual Currency will not be
            discharged or satisfied by any tender in any currency other
            than the Contractual Currency, except to the
            extent such tender results in the actual receipt
            by the
            party to which payment is owed,
            acting in a reasonable manner and
            in
            good faith in converting the currency
            so
            tendered into the Contractual Currency, of the full amount
            in the Contractual Currency of all amounts
            payable
            in respect of this Agreement. If for any reason
            the amount in the Contractual Currency so received falls short of
            the amount in the Contractual Currency payable
            in respect of this Agreement, the party required
            to make
            the payment will, to the extent permitted by
            applicable law, immediately pay such additional amount
            in the Contractual Currency as may be necessary
to
            compensate for the shortfall. If for any reason
            the
            amount in the Contractual Currency so received exceeds
            the amount
            in
            the Contractual Currency payable
            in
            respect of this Agreement, the party
            receiving the payment will refund promptly the amount of such
            excess.

           

          (b) Judgments.
            To
            the
            extent permitted by applicable law, if any judgment or
            order expressed in a currency other than the
            Contractual Currency is rendered (i) for the payment
            of any
            amount owing in respect
            of this Agreement, (ii) for the payment of any amount
            relating to any early termination in respect of this
            Agreement or (iii) in respect
            of a judgment or order of another court for the
            payment
            of any amount described in (i) or (ii) above, the
            party seeking recovery, after recovery in full of the
            aggregate amount to which such
            party is entitled pursuant to the judgment or order, will be
            entitled to receive immediately from the other
            party the amount of any shortfall of the Contractual Currency
            received by such party as a consequence of
            sums paid in such other currency and will refund promptly to the
            other party any excess of the Contractual
            Currency received by such party as a consequence of sums paid in such
            other currency if such shortfall or such excess arises
            or results from any variation between the rate of exchange
            at which the Contractual Currency is converted into
the
            currency of the judgment or order for
            the
            purposes of such judgment or order and the rate of
            exchange at which such party is able, acting in a reasonable manner and
            in good faith in
            converting the currency received
            into the Contractual Currency, to purchase
            the Contractual Currency with the amount of the
            currency of the judgment or order actually received by such party.
            The term “rate of exchange” includes, without
            limitation, any premiums and costs
            of
            exchange payable in connection with the
            purchase of or conversion into the Contractual
            Currency.

           

          (c) Separate
            Indemnities. To
            the
            extent permitted by applicable law, these indemnities constitute
            separate and independent obligations from the other obligations in
            this Agreement, will be enforceable as
            separate and independent causes of action, will apply notwithstanding
            any indulgence granted by the party
            to which any payment is owed and will not be affected by judgment
            being obtained or claim or proof being made for any
            other sums payable in respect of this Agreement.

           

          (d) Evidence
            of Loss. For
            the
            purpose of this Section 8, it will be sufficient for
            a party to demonstrate that it would have suffered
            a loss had an actual exchange or purchase been made.

           

          
            
              
              

            

            
              11

              
                

              

            

            
              
              

            

          

           

          9. Miscellaneous

           

          (a) Entire
            Agreement. This
            Agreement constitutes the entire agreement and understanding of the parties
            with respect to its subject matter and supersedes all oral
            communication and prior writings with respect
            thereto.

           

          (b) Amendments.
            No
            amendment, modification or waiver in respect of this
            Agreement will be effective unless in writing
            (including a writing evidenced by a facsimile transmission) and executed
            by each of the parties or confirmed by an exchange of
            telexes or electronic messages on an electronic messaging system.

           

          (c) Survival
            of Obligations. Without
            prejudice to Sections 2(a)(iii) and 6(c)(ii),
            the obligations of the parties under this Agreement
            will survive the termination of any Transaction.

           

          (d) Remedies
            Cumulative. Except
            as
            provided in this Agreement, the rights, powers, remedies and
            privileges provided in this Agreement are cumulative and not exclusive
            of any rights, powers, remedies and privileges provided by
            law.

           

          (e) Counterparts
            and Confirmations.

           

          (i) This
            Agreement (and each amendment, modification and waiver in respect
            of it) may be executed and delivered in counterparts
            (including by facsimile transmission), each of which will be
            deemed an original.

           

          (ii) The
            parties intend that they are legally
            bound by the terms of each Transaction
            from the moment they agree to those terms
            (whether orally or otherwise).
            A
            Confirmation shall be entered into as
            soon as practicable and may be executed and delivered in
            counterparts (including by facsimile
            transmission) or be created by an exchange of telexes or by an
            exchange of electronic messages on an electronic messaging system,
            which
in
            each
            case will be sufficient
            for all
            purposes to evidence a binding supplement to this Agreement.
            The parties will specify therein or through another effective
            means that any such counterpart, telex or electronic message
            constitutes a
            Confirmation.

           

          (f) No
            Waiver of Rights.
            A
            failure
            or delay in exercising any right,
            power
            or privilege in respect of this
            Agreement will not
            be
            presumed to operate
            as a
            waiver, and a single or partial exercise of any right, power
            or privilege will not be presumed to preclude any subsequent or
            further exercise, of that right, power or privilege or the
            exercise of any other right, power or privilege.

           

          (g) Headings.
            The
            headings used in this Agreement are for convenience of reference
            only and are not to affect the construction of or
            to be taken into consideration in interpreting this Agreement.

           

          10. Offices;
            Multibranch Parties

           

          (a) If
            Section 10(a) is specified in the Schedule as applying, each party that
            enters into a Transaction through an Office other than
            its head or home office represents to the other party
            that, notwithstanding the place of booking office or
jurisdiction
            of incorporation or organisation
            of such
            party, the obligations of such party are the same
            as if it had entered into the Transaction through its head
            or home
            office. This representation
            will be deemed to be repeated by such party on each date on which
            a Transaction is entered
            into.

           

          (b) Neither
            party may change the Office through which it makes and
            receives payments or deliveries for the purpose of
            a Transaction without the prior written consent of the other party.

           

          (c) If
            a
            party is specified as a Multibranch Party in the Schedule, such
            Multibranch Party may make and receive payments or
            deliveries under
            any
            Transaction through any Office listed
            in
            the Schedule, and the Office through which it
            makes and receives payments or deliveries with respect to
            a Transaction will be specified in the relevant
            Confirmation.

           

          11. Expenses

           

          A
            Defaulting Party will, on demand, indemnify and hold harmless the other
            party
            for and against all reasonable out-of-pocket expenses,
            including legal fees and Stamp Tax, incurred by
            such other party by reason of the enforcement
            and protection of its rights under this Agreement or
            any
            Credit Support Document  to which the Defaulting
            Party is a party or by reason of the early
            termination of any Transaction, including,
            but not limited to, costs of collection.

           

          
            
              
              

            

            
              12

              
                

              

            

            
              
              

            

          

           

          12. Notices

           

          (a) Effectiveness. Any
            notice or other
            communication in respect of this Agreement
            may
            be given in any manner set forth below
            (except that a notice or other communication
            under
            Section 5 or 6 may not be given
            by facsimile transmission or electronic messaging system) to the
            address or number or in accordance with
            the electronic messaging system details provided (see the
            Schedule) and will be deemed effective as
            indicated:—

           

          (i) if
            in
            writing and delivered in person or by courier, on the date it is
            delivered;

           

          (ii) if
            sent
            by telex, on the date the recipient's answerback is received;

           

          (iii) if
            sent
            by facsimile transmission, on the date that transmission is
            received by a responsible employee of  the recipient in
            legible form (it being agreed that the burden of
            proving receipt will be on the sender and will not
            be met by a transmission report generated by the sender's facsimile
            machine);

           

          (iv) if
            sent
            by certified or registered mail (airmail, if overseas) or
            the equivalent (return receipt
            requested), on the date that mail is delivered or its delivery is
            attempted; or

           

          (v) if
            sent
            by electronic messaging system, on the date that electronic message is
            received,

           

          unless
            the
            date
            of that delivery (or attempted delivery) or that receipt,
            as
            applicable, is not a Local Business
            Day or that communication
            is delivered (or attempted)
            or
            received, as applicable, after the close of business
            on a Local Business Day,
            in
            which case that communication
            shall be
            deemed given and effective on the first
            following day that is a Local Business Day.

           

          (b) Change
            of Addresses.
            Either
            party may by notice to the other change the
            address, telex or facsimile
            number or electronic messaging
            system details at which notices
            or other
            communications are to be given to

          it.

           

          13. Governing
            Law and Jurisdiction

           

          (a) Governing
            Law. This
            Agreement will be governed by and construed
            in accordance with the law
            specified in the Schedule.

           

          (b) Jurisdiction.
            With
            respect to any suit, action or
            proceedings relating to this Agreement
            (“Proceedings”), each party irrevocably:—

           

          (i) submits
            to the jurisdiction
            of the English courts, if this Agreement
            is expressed to be governed
            by English law, or to the non-exclusive jurisdiction of the
            courts of the State of New York and the
            United States District Court located in the Borough of Manhattan in
            New York City, if this
            Agreement is expressed to be governed by the laws of the State of
            New York; and

           

          (ii) waives
            any objection which it may have at any time to the laying
            of venue of any Proceedings
            brought in any such court, waives any claim that such Proceedings
            have been brought in an
            inconvenient forum and further waives the right to object, with
            respect to such Proceedings, that
            such court does not have any jurisdiction over such
            party.

           

          Nothing
            in this Agreement precludes either party from bringing Proceedings
            in any other jurisdiction
            (outside, if this Agreement is expressed to be governed by
            English law, the Contracting States, as defined in Section 1(3) of
            the Civil Jurisdiction and Judgments Act 1982 or
            any modification, extension or
            reenactment thereof for the time being in force) nor will the
            bringing of Proceedings in any one or more
            jurisdictions preclude the bringing of Proceedings in any other
            jurisdiction.

           

          (c) Service
            of Process. Each
            party
            irrevocably appoints the Process Agent
            (if any) specified opposite
            its name in the Schedule
            to receive, for it and on its behalf, service of process
            in any
            Proceedings. If for any reason
            any party's Process Agent is unable to act as such, such party will promptly
            notify the other party and within 30 days appoint
            a substitute process agent acceptable to the other
            party. The parties irrevocably
            consent to service of process given in the manner provided for
            notices in Section 12. Nothing in this
            Agreement will affect the right of either party to serve process
            in any other manner permitted by law.

           

          
            
              
              

            

            
              13

              
                

              

            

            
              
              

            

          

           

          (d) Waiver
            of Immunities. Each
            party irrevocably waives, to the fullest
            extent permitted by applicable
            law, with respect to itself
            and its
            revenues and assets (irrespective of their use or
            intended
            use), all immunity on the grounds of sovereignty
            or other similar grounds from
            (i)
            suit, (ii) jurisdiction of any court, (iii) relief
            by way of injunction, order
            for
            specific performance or for recovery of property,
            (iv)
            attachment of its assets (whether before or after
            judgment) and (v) execution or enforcement of any judgment
            to which it or its revenues or assets might
            otherwise be entitled in any Proceedings in the courts of
            any jurisdiction and irrevocably agrees, to the extent
permitted
            by applicable law, that it will
            not
            claim any such immunity in any Proceedings.

           

          14. Definitions

           

          As
            used
            in this Agreement:—

           

          “Additional
            Termination Event” has
            the
            meaning specified in Section 5(b).

           

          “Affected
            Party” has
            the
            meaning specified in Section 5(b).

           

          “Affected
            Transactions” means
            (a)
            with respect to any Termination Event
            consisting of an Illegality, Tax
            Event or Tax Event Upon Merger, all Transactions affected by
            the occurrence of such Termination Event
            and (b) with respect to any other Termination Event, all
            Transactions.

           

          “Affiliate”
            means,
            subject to the Schedule, in relation to any person, any
            entity controlled, directly or
            indirectly, by the person, any entity that controls, directly or
            indirectly, the person or any entity directly or indirectly under common
            control with the person. For this
            purpose,
“control” of any entity or person means
            ownership of a majority of the voting power of the entity or
            person.

           

          “Applicable
            Rate” means:—

           

          (a) in
            respect of obligations payable or deliverable (or which would have been
            but for Section 2(a)(iii))
            by a Defaulting Party, the Default Rate;

           

          (b) in
            respect of an obligation
            to pay an amount under Section 6(e) of
            either
            party from and after the date
            (determined in accordance with Section 6(d)(ii)) on which that
            amount is payable, the Default Rate;

           

          (c) in
            respect of
            all
            other obligations payable or deliverable
            (or
            which would have been but for
            Section 2(a)(iii)) by a Non-defaulting Party, the
            Non-default Rate; and

           

          (d) in
            all
            other cases, the Termination Rate.

           

          “Burdened
            Party” has
            the
            meaning specified in Section 5(b).

           

          “Change
            in Tax Law” means
            the
            enactment,
            promulgation, execution or ratification of,
            or any change in or amendment to, any law
            (or
            in the
            application or official interpretation
            of any
            law) that occurs on or after the
            date on which the relevant Transaction is entered
            into.

           

          “consent”
            includes
            a consent, approval, action, authorisation, exemption,
            notice, filing, registration or
            exchange control consent.

           

          “Credit
            Event Upon Merger” has
            the
            meaning specified in Section 5(b).

           

          “Credit
            Support Document” means
            any
            agreement or instrument that is specified as such
            in this
            Agreement.

           

          “Credit
            Support Provider” has
            the
            meaning specified in the Schedule.

           

          “Default
            Rate” means
            a
            rate per annum equal to the cost (without proof or evidence of
            any actual cost) to the relevant payee (as
            certified by it) if it were to fund or of funding the relevant amount
            plus 1%
            per
            annum.

           

          
            
              
              

            

            
              14

              
                

              

            

            
              
              

            

          

           

          “Defaulting
            Party” has
            the
            meaning specified in Section 6(a).

           

          “Early
            Termination Date” means
            the
            date determined in accordance with Section 6(a) or 6(b)(iv).

           

          “Event
            of Default” has
            the
            meaning specified in Section 5(a) and,
            if
            applicable, in the Schedule.

           

          “Illegality”
            has
            the
            meaning specified in Section 5(b).

           

          “Indemnifiable
            Tax” means
            any
            Tax other than a Tax that would not be imposed
            in respect of a payment
            under this Agreement but for a present or former connection
            between the jurisdiction of the government or
            taxation authority imposing
            such Tax and the recipient of such payment or a person
            related to such recipient
            (including, without limitation, a connection arising from such
            recipient or related person being or having
            been a citizen or resident of such jurisdiction, or being or
            having been organised, present or engaged in a
            trade or business in such jurisdiction, or having or having had a
            permanent establishment or fixed place of
            business in such jurisdiction,
            but excluding a connection arising solely from such
            recipient or related person having executed, delivered,
            performed its obligations or received a payment
            under, or enforced, this Agreement or a Credit
            Support Document).

           

          “law” includes
            any treaty, law, rule
            or
            regulation (as modified, in the case of tax matters,
            by the practice of
            any relevant governmental revenue authority) and
            “lawful”
            and
            “unlawful”
            will
            be
            construed
            accordingly.

           

          “Local
            Business Day” means,
            subject to the Schedule, a day on which commercial
            banks are open for business (including dealings in
            foreign exchange and foreign currency deposits) (a)
            in relation to any
            obligation under Section 2(a)(i), in
            the
            place(s) specified in the relevant Confirmation
            or,
            if not so specified,
            as otherwise agreed by
            the
            parties in writing or determined pursuant
            to
            provisions contained, or incorporated
            by reference, in this Agreement, (b) in relation
            to any other payment, in the place where the relevant account
            is located and, if different, in the principal financial
            centre, if any, of the currency of such payment, (c) in
            relation to any notice or other communication, including notice
            contemplated under Section 5(a)(i), in the
            city specified in the address for notice provided by the
            recipient and, in the case of a notice contemplated
            by Section 2(b), in the place where the relevant
            new account is to
            be
            located and (d) in relation to
            Section 5(a)(v)(2), in the
            relevant locations for performance with respect to such Specified
            Transaction.

           

          “Loss”
            means,
            with respect to this Agreement or one or more Terminated Transactions,
            as the
            case may be, and a party, the Termination Currency
            Equivalent of an amount that party reasonably determines
            in good faith to be its total losses and
            costs (or
            gain,
            in which case expressed
            as a
            negative number) in connection with this Agreement
            or that Terminated Transaction
            or group of Terminated Transactions, as the case may
            be, including any loss of
            bargain, cost of funding or, at the election of such party
            but without duplication, loss or cost incurred as a result
            of its terminating, liquidating, obtaining or reestablishing any
            hedge or related trading position (or any gain
            resulting from any of them). Loss includes losses and
            costs
            (or
            gains) in respect of any payment or delivery
            required to have been made
            (assuming satisfaction of each applicable
            condition precedent) on or before the relevant Early Termination Date
            and not made, except, so as to avoid duplication, if
            Section 6(e)(i)(1) or (3) or
            6(e)(ii)(2)(A) applies. Loss
            does
            not include a party's legal fees and out-of-pocket expenses referred to under
            Section
            11. A party will determine its Loss as of the relevant Early
            Termination Date, or, if that is not reasonably
            practicable, as of the earliest date thereafter as is reasonably
            practicable. A party may (but need not) determine
            its Loss by reference to
            quotations of relevant rates or prices from
            one or
            more leading dealers in the relevant markets.

           

          “Market
            Quotation” means,
            with respect to one or more Terminated Transactions and
            a party making the
            determination, an amount determined on the basis of quotations
            from Reference Market-makers. Each
            quotation will be for an amount, if any, that would be paid to
            such party (expressed as a negative number)
            or by such party (expressed
            as a positive number) in consideration of an
            agreement between such party (taking
            into account any existing Credit Support Document with respect to
            the obligations of such party) and the
            quoting Reference Market-maker to enter into a transaction (the
“Replacement Transaction”) that would
            have the effect of preserving for such party the economic
            equivalent of any payment or delivery (whether
            the underlying obligation was absolute or contingent and assuming the
            satisfaction of each applicable
            condition precedent) by the
            parties under Section 2(a)(i) in respect of such
            Terminated Transaction or group
            of Terminated Transactions that
            would, but for the occurrence of the relevant
            Early
            Termination Date, have been
            required after that date. For
            this
            purpose, Unpaid Amounts in respect of the Terminated Transaction or
            group of Terminated Transactions are to be excluded but, without
            limitation, any payment or delivery that
            would, but for the relevant Early Termination Date, have been
            required (assuming satisfaction of each
            applicable condition precedent) after that Early Termination Date is
            to be included. The Replacement
            Transaction would be subject
            to such documentation as such party and the Reference Market-maker may, in
            good faith, agree. The
            party
            making the determination (or its
            agent) will request each Reference
            Market maker to provide its quotation to the extent
            reasonably practicable as of the same day and time
            (without regard to different time zones) on or as soon as
            reasonably practicable after the relevant Early
            Termination Date. The day and
            time
            as of which those quotations are to be obtained
            will be selected in good faith by the party
            obliged to
            make a
            determination under Section 6(e), and,
            if each
            party is so obliged, after
            consultation with the other. If more than three quotations are
            provided, the Market Quotation will be the
            arithmetic mean of the quotations, without
            regard to the quotations having the highest
            and lowest values. If
            exactly three such quotations are provided, the Market Quotation
            will be the quotation remaining after
            disregarding the highest and lowest quotations. For this purpose,
            if more than one quotation has the same
            highest value or lowest
            value, then one of such quotations shall be disregarded.
            If
            fewer than three quotations are provided, it will
            be deemed that the Market Quotation in respect
            of such
            Terminated Transaction or group
            of Terminated Transactions cannot be determined.

           

          
            
              
              

            

            
              15

              
                

              

            

            
              
              

            

          

           

          “Non-default
            Rate” means
            a
rate
            per
            annum equal to the cost (without proof or evidence of any actual cost)
            to the Non-defaulting Party (as certified by it) if it were to
            fund the relevant amount.

           

          “Non-defaulting
            Party” has
            the
            meaning specified in Section 6(a).

           

          “Office”
            means
            a
            branch or office of a party, which may be such party's head or home
            office.

           

          “Potential
            Event of Default” means
            any
            event
            which, with the giving of notice or
            the
            lapse of time or both, would constitute an Event
            of Default.

           

          “Reference
            Market-makers” means
            four leading dealers in the relevant
            market selected by the party determining a Market
            Quotation in good faith (a) from among dealers of the
            highest credit standing which
            satisfy all the criteria that such party applies generally at the
            time in deciding whether to offer or to make
            an extension of credit and
            (b)
            to the extent practicable, from among such dealers
            having
            an office in the same city.

           

          “Relevant
            Jurisdiction” means,
            with respect to a party, the jurisdictions (a) in
            which the party is incorporated, organised, managed
            and controlled or considered to have
            its
            seat, (b) where an Office through
            which the party is acting for purposes of this Agreement is
            located, (c) in which the party executes this
            Agreement and (d) in relation to any payment, from or through
            which such payment is
            made.

           

          “Scheduled
            Payment Date” means
            a
            date on which a payment or delivery is to be
            made under Section 2(a)(i)
            with respect to a Transaction.

           

          “Set-off”
            means
            set-off, offset, combination of accounts, right of retention or
            withholding or similar right
            or requirement to which
            the payer of an amount
            under Section 6 is entitled
            or
            subject (whether arising under
            this Agreement, another contract, applicable law or otherwise)
            that is exercised by, or imposed on, such
            payer.

           

          “Settlement
            Amount” means,
            with respect to a party and any Early Termination Date, the sum
            of:—

           

          (a) the
            Termination Currency
            Equivalent of the Market Quotations (whether
            positive or negative) for each
            Terminated Transaction or group
            of Terminated Transactions for which
            a
            Market Quotation is determined; 

          and

           

          (b) such
            party's Loss (whether positive or negative and without reference
            to any Unpaid Amounts) for
            each Terminated Transaction or
            group of Terminated Transactions for which a Market Quotation cannot be
            determined or would not (in the reasonable belief of the party
            making the determination) produce a
            commercially reasonable result.

           

          “Specified
            Entity” has
            the
            meaning specified in the Schedule.

           

          
            
              
              

            

            
              16

              
                

              

            

            
              
              

            

          

           

          “Specified
            Indebtedness” means,
            subject to the Schedule, any obligation
            (whether present or future,
            contingent or otherwise, as principal or surety or otherwise) in
            respect of borrowed money.

           

          “Specified
            Transaction” means,
            subject
            to the Schedule, (a) any transaction (including
            an agreement with respect
            thereto) now existing or hereafter
            entered into between one party to this
            Agreement (or any Credit Support Provider of such party or any
            applicable Specified Entity of such party) and the other
            party to this Agreement (or
            any Credit Support Provider of
            such
            other party or
            any
            applicable Specified Entity of such other party) which is
            a rate swap transaction, basis swap, forward rate transaction,
            commodity swap, commodity option, equity or
            equity index swap, equity or equity index option, bond
            option, interest rate option, foreign exchange transaction,
            cap transaction, floor transaction, collar transaction,
            currency swap transaction, cross-currency rate swap
            transaction, currency option or any other similar transaction
            (including any option with respect to any of these
            transactions), (b) any combination of these transactions and
            (c) any other transaction identified as a Specified
            Transaction in  this Agreement or the relevant
            confirmation.

           

          “Stamp
            Tax” means
            any
            stamp, registration, documentation or similar tax.

           

          “Tax”
            means
            any
present
            or future tax, levy, impost, duty, charge,
            assessment or fee of any nature (including
            interest, penalties and additions thereto) that is imposed by any
            government or other taxing authority in
            respect of any payment under this Agreement other
            than a stamp, registration, documentation
            or
            similar tax.

           

          “Tax
            Event” has
            the
            meaning specified in Section 5(b).

           

          “Tax
            Event Upon Merger” has
            the
            meaning specified in Section 5(b).

           

          “Terminated
            Transactions” means
            with respect to any Early Termination Date
            (a) if resulting from a Termination Event, all Affected Transactions
            and (b) if resulting from
            an
            Event of Default, all Transactions
            (in either case) in effect immediately
            before the effectiveness of the notice designating that Early Termination
            Date (or, if “Automatic Early Termination” applies,
            immediately before that Early Termination Date).

           

          “Termination
            Currency” has
            the
            meaning specified in the Schedule.

           

          “Termination
            Currency Equivalent” means,
            in
            respect of any amount denominated in the Termination
            Currency, such Termination Currency
            amount and, in respect of any amount denominated in a currency other
            than the Termination Currency
            (the “Other Currency”), the amount in
            the Termination Currency determined
            by the party making the relevant determination as being
            required to purchase such amount of such Other
            Currency as at the relevant Early
            Termination Date, or, if the relevant Market Quotation or Loss (as the case
            may be), is determined as of a
            later
            date, that later date, with the
            Termination Currency at the rate equal to
            the spot exchange rate of the foreign exchange agent
            (selected as provided below) for the purchase of such
            Other Currency with the Termination Currency at or about 11:00 a.m.
            (in the city in which such foreign
            exchange agent is located) on such date as would be customary for
            the determination of such a rate for the
            purchase of such Other Currency for value on the
            relevant Early Termination Date or that later date. The
            foreign exchange agent will, if only one party is obliged to make
            a determination under Section 6(e), be
            selected in good faith by that party and otherwise will
            be agreed by the parties.

           

          “Termination
            Event” means
            an
            Illegality, a Tax Event or a Tax Event Upon Merger or,
            if specified to be applicable, a Credit Event Upon
            Merger or an Additional Termination Event.

           

          “Termination
            Rate” means
            a
            rate per annum equal to the arithmetic mean of the cost (without
            proof or evidence of any actual cost) to each party (as
            certified by such party) if it were to
            fund or of funding such amounts.

           

          “Unpaid
            Amounts” owing
            to
any
            party
            means, with respect to an Early Termination
            Date, the aggregate of
            (a) in respect of all Terminated
            Transactions, the amounts
            that
            became payable (or that would have become
            payable but for Section 2(a)(iii)) to such party under Section
            2(a)(i) on or prior to such Early Termination
            Date and which remain unpaid as at such Early Termination
            Date and (b) in respect of each Terminated Transaction, for each obligation
            under Section 2(a)(i) which was (or would have been but for
            Section 2(a) (iii)) required
            to be settled by delivery to such party on or prior to such Early Termination Date
            and which has not been so settled as at such Early
            Termination Date, an amount equal to the fair market value
            of that which was (or would have been) required to be delivered as of
            the originally scheduled date
            for delivery, in each case
            together with (to the extent permitted
            under applicable law) interest, in the currency
            of such amounts, from
            (and including) the date such amounts or
            obligations were or would have been required
            to have been paid or
            performed to (but excluding) such Early
            Termination Date, at the Applicable Rate. Such
            amounts of interest will be calculated on the basis of daily
            compounding and the actual number of days elapsed. The
            fair market value of any obligation referred to in clause (b)
            above shall be reasonably determined by the
party
            obliged to make the determination
            under
            Section 6(e) or, if each party is so obliged,
            it shall be the average of the Termination Currency
            Equivalents of the fair market values reasonably
            determined by both parties.

           

          
            
              
              

            

            
              17

              
                

              

            

            
              
              

            

          

           

          IN
            WITNESS WHEREOF the parties have executed this document on the
            respective dates specified below with effect from the
            date specified on the first page of this document.

           

          
            	
                    THE
                      ROYAL BANK OF SCOTLAND PLC

                    
                      By:
                        Greenwich Capital Markets, Inc., its agent

                    

                  	 	HSBC
                    BANK USA, NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY,
                    BUT SOLELY
                    AS TRUSTEE FOR THE TRUST WITH RESPECT TO ACE SECURITIES CORP.
                    HOME EQUITY
                    LOAN TRUST, SERIES 2007-WM1 
	 	 	 	 	 
	By:	
                     /s/
                      David E. Wagner 

                  	 	By:	
                    /s/
                      Fernando Acebedo 

                  
	Name:  	
                    
David
                    E. Wagner	 	Name: 
                    	
                    

                    Fernando
                      Acebedo

                  
	Title:	
                    Managing
                      Director

                  	 	Title:	Vice President    
	Date: 	1/26/07	 	Date: 	
                    1/26/07

                  


          

        

         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

         

      

      (Multicurrency
        - Cross Border)


      ISDA®

      International
        Swaps and Derivatives Association, Inc.

       

      SCHEDULE
        

      to
        the 

      Master
        Agreement

       

      dated
        as
        of January 29, 2007

      


      between

       

      
        	
                THE
                  ROYAL BANK OF SCOTLAND PLC

              	 	
                 

                and

              	 	
                HSBC
                  BANK USA, NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS
                  TRUSTEE ON
                  BEHALF OF THE ACE SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES
                  2007-WM1
                  ASSET BACKED PASS-THROUGH CERTIFICATES

              
	 	 	 	 	 
	
                ("Party
                  A")

              	 	 	 	
                ("Party
                  B")

              


      

       

      Part
        1

       

      Termination
        Provisions.

       

      (a) "Specified
        Entity"
        means in
        relation to Party A for the purpose of:

       

      
        	
                Section
                  5(a)(v),

              	
                Not
                  Applicable

              
	
                Section
                  5(a)(vi),

              	
                Not
                  Applicable

              
	
                Section
                  5(a)(vii),

              	
                Not
                  Applicable

              
	
                Section
                  5(b)(iv),

              	
                Not
                  Applicable

              


      

       

      and
        in
        relation to Party B for the purpose of:

       

      
        	
                Section
                  5(a)(v),

              	
                Not
                  Applicable

              
	
                Section
                  5(a)(vi),

              	
                Not
                  Applicable

              
	
                Section
                  5(a)(vii),

              	
                Not
                  Applicable

              
	
                Section
                  5(b)(iv),

              	
                Not
                  Applicable

              


      

       

      (b) "Specified
        Transaction"
        will
        have the meaning specified in Section 14 of this Agreement but will not apply
        to
        Party A or Party B for any purpose.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (c) Certain
        Events of Default.
        The
        following Events of Default will apply to the parties as specified below,
        and
        the definition of "Event of Default" in Section 14 is deemed to be modified
        accordingly:

       

      Section
        5(a)(i) (Failure
        to Pay or Deliver)
        will
        apply to Party A and Party B; provided, however, that the reference to “third
        Local Business Day” shall be amended to be “first Local Business Day”; provided,
        further, that notwithstanding anything to the contrary in Section 5(a)(i),
        any
        failure by Party A to comply with or perform any obligation to be complied
        with
        or performed by Party A under the Credit Support Annex shall not constitute
        an
        Event of Default under Section 5(a)(i) unless (A) a Required Ratings Downgrade
        Event has occurred and been continuing for 30 or more Local Business Days
        and
        (B) such failure is not remedied on or before the third Local Business Day
        after
        notice of such failure is given to Party A.

      


      Section
        5(a)(ii) (Breach
        of Agreement)
        will
        apply to Party A and will not apply to Party B.

      


      Section
        5(a)(iii) (Credit
        Support Default)
        will
        apply to Party A and will not apply to Party B except that Section 5(a)(iii)(1)
        will apply to Party B solely in respect of Party B’s obligations under Paragraph
        3(b) of the Credit Support Annex; provided, however, that notwithstanding
        anything to the contrary in Section 5(a)(iii)(1), any failure by Party A
        to
        comply with or perform any obligation to be complied with or performed by
        Party
        A under the Credit Support Annex shall not constitute an Event of Default
        under
        Section 5(a)(iii) unless (A) a Required Ratings Downgrade Event has occurred
        and
        been continuing for 30 or more Local Business Days and (B) such failure is
        not
        remedied on or before the third Local Business Day after notice of such failure
        is given to Party A.

      


      Section
        5(a)(iv) (Misrepresentation)
        will
        apply to Party A and will not apply to Party B. 

      


      Section
        5(a)(v) (Default
        under Specified Transaction)
        will
        apply to Party A and will not apply to Party B.

      


      Section
        5(a)(vi) (Cross
        Default)
        will
        apply to Party A and will not apply to Party B. For purposes of Section
        5(a)(vi), solely with respect to Party A:

      


      “Specified
        Indebtedness” will have the meaning specified in Section 14, except that such
        term shall not include obligations in respect of deposits received in the
        ordinary course of Party A’s banking business.

      


      “Threshold
        Amount” means with respect to Party A an amount equal to three percent (3%) of
        the shareholders’ equity of Party A or, if applicable, the Eligible Guarantor,
        in either case, as shown in the most recent annual audited financial statements
        of such entity.

      


      Section
        5(a)(vii) (Bankruptcy)
        will
        apply to Party A and Party B; except that the provisions of Section
        5(a)(vii)(2), (6) (to the extent that such provisions refer to any appointment
        contemplated or effected by the Pooling and Servicing Agreement or any
        appointment to which Party B has not become subject), (7) and (9) will not
        apply
        to Party B; provided that, with respect to Party B only, Section 5(a)(vii)(4)
        is
        hereby amended by adding after the words “against it” the words “(excluding any
        proceeding or petition instituted or presented by Party A or its Affiliates)”,
        and Section 5(a)(vii)(8) is hereby amended by deleting the words “to (7)
        inclusive” and inserting lieu thereof “, (3), (4) as amended, (5), (6) as
        amended, or (7)”. For purposes of Section 5(a)(vii)(6), the only relevant
        appointments are the appointments of (i) HSBC Bank USA, National Association,
        as
        trustee to the Trust, (ii) Wells Fargo, N.A., as Securities Administrator,
        and
        (iii) any successor to HSBC Bank USA, National Association or Wells Fargo,
        N.A.
        that is appointed in accordance with the Pooling and Servicing
        Agreement.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      Section
        5(a)(viii) (Merger
        without Assumption)
        will
        apply to Party A and will apply to Party B.

       

      (d) Termination
        Events.

       

      The
        statement below that a Termination Event will apply to a specific party means
        that upon the occurrence of such a Termination Event, if such specific party
        is
        the Affected Party with respect to a Tax Event, the Burdened Party with respect
        to a Tax Event Upon Merger (except as noted below) or the non-Affected Party
        with respect to a Credit Event Upon Merger, as the case may be, such specific
        party shall have the right to designate an Early Termination Date in accordance
        with Section 6 of this Agreement; conversely, the statement below that such
        an
        event will not apply to a specific party means that such party shall not
        have
        such right; provided, however, with respect to “Illegality” the statement that
        such event will apply to a specific party means that upon the occurrence
        of such
        a Termination Event with respect to such party, either party shall have the
        right to designate an Early Termination Date in accordance with Section 6
        of
        this Agreement.

       

      Section
        5(b)(i) (Illegality)
        will
        apply to Party A and Party B.

       

      Section
        5(b)(ii) (Tax
        Event)
        will
        apply to Party A and Party B, except that, for purposes of the application
        of
        Section 5(b)(ii) to Party A, Section 5(b)(ii) is hereby amended by deleting
        the
        words “(x) any action taken by a taxing authority, or brought in a court of
        competent jurisdiction, on or after the date on which a Transaction is entered
        into (regardless of whether such action is taken or brought with respect
        to a
        party to this Agreement) or (y)”.

       

      Section
        5(b)(iii) (Tax
        Event upon Merger)
        will
        apply to Party A and will apply to Party B; provided
        that
        Party A shall not be entitled to designate an Early Termination Date by reason
        of a Tax Event upon Merger in respect of which it is the Affected
        Party.

       

      Section
        5(b)(iv) (Credit
        Event upon Merger)
        will
        not apply to Party A or Party B.

      


      (e) The
        "Automatic
        Early Termination"
        provision of Section 6(a) of this Agreement will not apply to Party A and
        will
        not apply to Party B.

       

      (f) Payments
        on Early Termination.
        For the
        purpose of Section 6(e) of this Agreement:

       

      
        	 	
                (i)

              	
                Market
                  Quotation will apply , provided, however, that in the event that
                  Party A
                  is the Defaulting Party or the sole Affected Party with respect
                  to a
                  Tax
                  Event upon Merger
                  or
                  an Additional Termination Event, the following provisions will
                  apply:

              


      

       

      
        	 	
                (A)
                  

              	
                The
                  definition of Market Quotation in Section 14 shall be deleted in
                  its
                  entirety and replaced with the
                  following:

              


      

       

      “Market
        Quotation”
means,
        with respect to one or more Terminated Transactions, a Firm Offer which is
        (1)
        made by a Reference Market-maker that is an Eligible Replacement, (2) for
        an
        amount that would be paid to Party B (expressed as a negative number) or
        by
        Party B (expressed as a positive number) in consideration of an agreement
        between Party B and such Reference Market-maker to enter into a Replacement
        Transaction, and (3) made on the basis that Unpaid Amounts in respect of
        the
        Terminated Transaction or group of Transactions are to be excluded but, without
        limitation, any payment or delivery that would, but for the relevant Early
        Termination Date, have been required (assuming satisfaction of each applicable
        condition precedent) after that Early Termination Date is to be included.
        The
        party making the determination (or its agent) will request each Reference
        Market-maker to provide its quotation to the extent reasonably practicable
        as of
        the same day and time (without regard to different time zones) on or as soon
        as
        reasonably practicable before the Latest Settlement Amount Determination
        Day (as
        defined below). The day and time as of which those quotations are to be obtained
        will be selected in good faith by the party obliged to make a determination
        under Section 6(e), and, if each party is so obliged, after consultation
        with
        the other. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (B)

              	
                The
                  definition of Settlement Amount shall be deleted in its entirety
                  and
                  replaced with the following:

              


      

       

      “Settlement
        Amount”
means,
        with respect to any Early Termination Date, an amount (as determined by Party
        B)
        equal to: 

       

      (a) If
        a
        Market Quotation for the relevant Terminated Transaction or group of Terminated
        Transactions is accepted by Party B so as to become legally binding on or
        before
        the day falling ten Local Business Days after the day on which the Early
        Termination Date is designated, or such later day as Party B may specify
        in
        writing to Party A, but in either case no later than one Local Business Day
        prior to the Early Termination Date (such day, the “Latest Settlement Amount
        Determination Day”), the Termination Currency Equivalent of the amount (whether
        positive or negative) of such Market Quotation; 

       

      (b) If,
        on
        the Latest Settlement Amount Determination Day, no Market Quotation for the
        relevant Terminated Transaction or group of Terminated Transactions has been
        accepted by Party B so as to become legally binding and one or more Market
        Quotations from Approved Replacements have been made and remain capable of
        becoming legally binding upon acceptance, the Settlement Amount shall equal
        the
        Termination Currency Equivalent of the amount (whether positive or negative)
        of
        the lowest of such Market Quotations (for the avoidance of doubt, the lowest
        of
        such Market Quotations shall be the lowest Market Quotation of such Market
        Quotations expressed as a positive number or, if any of such Market Quotations
        is expressed as a negative number, the Market Quotation expressed as a negative
        number with the largest absolute value); or

       

      (c) If,
        on
        the Latest Settlement Amount Determination Day, no Market Quotation for the
        relevant Terminated Transaction or group of Terminated Transactions is accepted
        by Party B so as to become legally binding and no Market Quotation from an
        Approved Replacement remains capable of becoming legally binding upon
        acceptance, the Settlement Amount shall equal Party B’s Loss (whether positive
        or negative and without reference to any Unpaid Amounts) for the relevant
        Terminated Transaction or group of Terminated Transactions.

       

      
        	 	
                (C)

              	
                If
                  Party B requests Party A in writing to obtain Market Quotations,
                  Party A
                  shall use its reasonable efforts to do so before the Latest Settlement
                  Amount Determination Day.

              


      

       

      
        	 	
                (D)

              	
                If
                  the Settlement Amount is a negative number, Section 6(e)(i)(3)
                  shall be
                  deleted in its entirety and replaced with the
                  following:

              


      

       

      “(3)
        Second
        Method and Market Quotation.
        If the
        Second Method and Market Quotation apply, (I) Party B shall pay to Party
        A an
        amount equal to the absolute value of the Settlement Amount in respect of
        the
        Terminated Transactions, (II) Party B shall pay to Party A the Termination
        Currency Equivalent of the Unpaid Amounts owing to Party A and (III) Party
        A
        shall pay to Party B the Termination Currency Equivalent of the Unpaid Amounts
        owing to Party B; provided, however, that (x) the amounts payable under the
        immediately preceding clauses (II) and (III) shall be subject to netting
        in
        accordance with Section 2(c) of this Agreement and (y) notwithstanding any
        other
        provision of this Agreement, any amount payable by Party A under the immediately
        preceding clause (III) shall not be netted-off against any amount payable
        by
        Party B under the immediately preceding clause (I).”

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	 	
                (E)

              	
                At
                  any time on or before the Latest Settlement Amount Determination
                  Day at
                  which two or more Market Quotations from Approved Replacements
                  remain
                  capable of becoming legally binding upon acceptance, Party B shall
                  be
                  entitled to accept only the lowest of such Market Quotations (for
                  the
                  avoidance of doubt, the lowest of such Market Quotations shall
                  be the
                  lowest Market Quotation of such Market Quotations expressed as
                  a positive
                  number or, if any of such Market Quotations is expressed as a negative
                  number, the Market Quotation expressed as a negative number with
                  the
                  largest absolute value).

              


      

       

      
        	 	
                (ii)

              	
                The
                  Second Method will apply.

              


      

       

      (g) "Termination
        Currency"
        means
        United States Dollars.

       

      (h) Additional
        Termination Events.
        Additional Termination Events will apply as provided in Part 5(c). 

       

      Part
        2

       

      Tax
        Matters.

       

      (a) Payer
        Representations.
        For the
        purpose of Section 3(e) of this Agreement:

       

      (i)
        Party
        A makes the following representation:

       

      It
        is not
        required by any applicable law, as modified by the practice of any relevant
        governmental revenue authority, of any Relevant Jurisdiction to make any
        deduction or withholding for or on account of any Tax from any payment (other
        than interest under Section 2(e), 6(d)(ii) or 6(e) of this Agreement) to
        be made
        by it to the other party under this Agreement. In making this representation,
        it
        may rely on: the accuracy of any representations made by the other party
        pursuant to Section 3(f) of this Agreement; (ii) the satisfaction of the
        agreement contained in Section 4(a)(i) or 4(a)(iii) of this Agreement and
        the
        accuracy and effectiveness of any document provided by the other party pursuant
        to Section 4(a)(i) or 4(a)(iii) of this Agreement; and (iii) the satisfaction
        of
        the agreement of the other party contained in Section 4(d) of this Agreement,
        provided that it shall not be a breach of this representation where reliance
        is
        placed on clause (ii) and the other party does not deliver a form or document
        under Section 4(a)(iii) by reason of material prejudice to its legal or
        commercial position.

       

      (ii)
        Party B will make the following representation:

       

      None.

       

      (b) Payee
        Representations.
        For the
        purpose of Section 3(f) of this Agreement, Party A and Party B make the
        representations specified below, if any:

       

      
        	 	
                (i)

              	
                Party
                  A makes the following
                  representations:

              


      

      


      (a)
        It is
        a tax resident of the United Kingdom.

      


      (b)
        It is
        a “foreign person” within the meaning of the U.S. Treasury Regulations
        concerning information reporting and backup withholding tax (as in effect
        January 1, 2001), unless Party A provides written notice to Party B that
        it is
        no longer a foreign person.

      


      (c)
        In
        respect of each Transaction it enters into through an office or discretionary
        agent in the United States or which otherwise is allocated (in whole or in
        part)
        for United States federal income tax purposes to such United States trade
        or
        business, each payment received or to be received by it under such Transaction
        (or portion thereof, if applicable) will be effectively connected with its
        conduct of a trade or business in the United States; and 

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (d)
        In
        respect of all other Transactions or portions thereof, no such payment received
        or to be received by it in connection with this Agreement is attributable
        to a
        trade or business carried on by it through a permanent establishment in the
        United States.

      


      
        	 	
                (ii)

              	
                Party
                  B makes
                  the following representations: 

              


      

      


      None.

      


      (c) Tax
        Provisions

       

      (i) Gross
        Up.
        Section
        2(d)(i)(4) shall not apply to Party B as X, and Section 2(d)(ii) shall not
        apply
        to Party B as Y, in each case such that Party B shall not be required to
        pay any
        additional amounts referred to therein.

       

      (ii) Indemnifiable
        Tax.
        The
        definition of “Indemnifiable Tax” in Section 14 is deleted in its entirety and
        replaced with the following:

       

      “Indemnifiable
        Tax”
means,
        in relation to payments by Party A, any Tax and, in relation to payments
        by
        Party B, no Tax.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Part
        3

       

      Agreement
        to Deliver Documents.

       

      For
        the
        purpose of Sections 4(a)(i) and (ii) of this Agreement, each party agrees
        to
        deliver the following documents, as applicable:

       

      (a) Tax
        forms, documents or certificates to be delivered are:

       

      
        
          	
                  Party
                    required

                  to
                    deliver

                  document

                	 	
                  Form/Document/Certificate

                	 	
                  Date
                    by which to be delivered

                
	 	 	 	 	 
	
                  Party
                    A 

                	 	
                  A
                    correct, complete and duly executed U.S. Internal Revenue Service
                    Form
                    (W-8BEN, W-8ECI, W-9 or other applicable form (or successor thereto)),
                    together with appropriate attachments, that eliminates U.S. federal
                    withholding and backup withholding Tax on payments to Party A
                    under this
                    Agreement.

                	 	
                  Upon
                    the execution and delivery of this Agreement and upon reasonable
                    request.

                
	 	 	 	 	 
	
                  Party
                    B

                	 	
                  Any
                    form or document required or reasonably requested to allow the
                    other party
                    to make payments to Party B under the Agreement without any deduction
                    or
                    withholding for or on account of any Tax, or with such deduction
                    or
                    withholding at a reduced rate, which may include tax forms relating
                    to the
                    beneficial owner of payments to Party B under the Agreement from
                    time to
                    time. 

                	 	
                  Upon
                    the execution and delivery of this Agreement and at any time
                    that the last
                    such document delivered becomes incorrect or
                    out-of-date.

                


        

      

       

      (b)
        Other
        documents to be delivered are:

       

      
        
          	
                  Party
                    

                  required
                    to deliver

                   document

                	 	
                  Form/Document/Certificate

                	 	
                  Date
                    by which to be 

                  delivered

                	 	
                  Covered
                    by 

                  Section 3(d)

                   Representation

                
	 	 	 	 	 	 	 
	
                  Party
                    A and

                  Party
                    B

                	 	
                  Any
                    documents required by the receiving party to evidence the authority
                    of the
                    delivering party or its Credit Support Provider, if any, for
                    it to execute
                    and deliver the Agreement, this Confirmation, and any Credit
                    Support
                    Documents to which it is a party, and to evidence the authority
                    of the
                    delivering party or its Credit Support Provider to perform its
                    obligations
                    under the Agreement, this Confirmation and any Credit Support
                    Document, as
                    the case may be

                	 	
                  Upon
                    the execution and delivery of this Agreement

                	 	
                  Yes

                
	 	 	 	 	 	 	 
	
                  Party
                    A and

                  Party
                    B

                	 	
                  A
                    certificate of an authorized officer of the party, as to the
                    incumbency
                    and authority of the respective officers of the party signing
                    the
                    Agreement, this Confirmation, and any relevant Credit Support
                    Document, as
                    the case may be

                	 	
                  Upon
                    the execution and delivery of this Agreement

                	 	
                  Yes

                
	 	 	 	 	 	 	 


        

        
          	
                  Party
                    A

                	 	
                  Annual
                    Report of Party A containing consolidated financial statements
                    certified
                    by independent certified public accountants and prepared in accordance
                    with generally accepted accounting principles in the country
                    in which
                    Party A is organized

                	 	
                  Promptly
                    upon becoming publicly available, if not available on Party A’s
                    website

                	 	
                  Yes

                
	 	 	 	 	 	 	 
	
                  Party
                    A

                	 	
                  Interim
                    Financial Statements of Party A containing unaudited, consolidated
                    financial statements of Party A’s reporting period prepared in accordance
                    with generally accepted accounting principles in the country
                    in which
                    Party A is organized

                	 	
                  Promptly
                    upon becoming publicly available, if not available on Party A’s
                    website.

                	 	
                  Yes

                
	 	 	 	 	 	 	 
	
                  Party
                    A

                	 	
                  Opinion(s)
                    of counsel satisfactory to the other party

                	 	
                  Upon
                    the execution and delivery of this Agreement

                	 	
                  No

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Part
        4.

       

      Miscellaneous.

       

      
        	(a)	
                Addresses
                  for Notices.
                  For the purposes of Section 12(a) of this Agreement:
                  

              


      

       

      Party
        A:

       

      Addresses
        for notices to Party A under Sections 5 or 6 (other than notices under Section
        5(a)(i)) shall be sent to:

      


      The
        Royal
        Bank of Scotland plc

      c/o
        RBS
        Financial Markets

      Level
        7,
        135 Bishopsgate

      London
        EC2M 3UR

      Attn:
        Head of Legal, Financial Markets 

      Tel:
        44
        207 085 5000

      Fax:
        44
        207 085 8411

      


      Copy
        To: 

      


      Greenwich
        Capital Markets, Inc.

      600
        Steamboat Road

      Greenwich,
        CT 06830

      Attn:
        Legal Department - Derivatives Documentation

      Tel.:
        203-618-2531/32

      Fax:
        203-618-2533/34

      


      All
        other
        notices to Party A shall be sent directly to the Office through which Party
        A is
        acting for the relevant Transaction, using the address and contact particulars
        specified in the Confirmation of that Transaction or otherwise
        notified.

      


      Wells
        Fargo Bank, N.A.

      9062
        Old
        Annapolis Road

      Columbia,
        MD 21045

      Tel:
        (410) 884-2000

      Fax:
        (410) 715-2380

                      
        Attention:         Client
        Manager, ACE 2007-WM1

      


      
        	(b)	
                Process
                  Agent. For
                  the purposes of Section 13(c) of this
                  Agreement:

              


      

       

      Party
        A
        appoints as its Process Agent: Not Applicable.

       

      Party
        B
        appoints as its Process Agent: Not Applicable.

       

      
        	(c)	
                Offices.
                  The provisions of Section 10(a) will apply to this
                  Agreement.

              


      

       

      
        	(d)	
                Multibranch
                  Party.
                  For the purpose of Section 10(c) of this
                  Agreement:

              


      

       

      Party
        A
        is not a Multibranch Party. 

      Party
        B
        is not a Multibranch Party.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      
        	
                (e)

              	
                Calculation
                  Agent.
                  The Calculation Agent is Party A.

              


      

       

      
        	(f)	
                Credit
                  Support Document. 

              


      

       

      Party
        A: The
        Credit Support Annex, and any guarantee in support of Party A’s obligations
        under this Agreement.

       

      Party
        B: The
        Credit Support Annex, solely in respect of Party B’s obligations under Paragraph
        3(b) of the Credit Support Annex.

       

      
        	(g)	
                Credit
                  Support Provider.

              


      

       

      Party
        A: The
        guarantor under any guarantee in support of Party A’s obligations under this
        Agreement.

      


      Party
        B: None.

       

      
        	(h)	
                Governing
                  Law.
                  This Agreement will be governed by and construed in accordance
                  with the
                  laws of the State of New York (without reference to choice of law
                  doctrine
                  other than New York General Obligations Law Sections 5-1401 and
                  5-1402).

              


      

       

      
        	(i)	
                Netting
                  of Payments.
                  Subparagraph (ii) of Section 2(c) of this Agreement will apply
                  to each
                  Transaction hereunder.

              


      

       

      
        	(j)	
                Affiliate.“Affiliate”
                  shall have the meaning assigned thereto in Section 14; provided,
                  however,
                  that Party B shall be deemed to have no Affiliates for purposes
                  of this
                  Agreement, including for purposes of Section
                  6(b)(ii).

              


      

       

      
        	(k)	
                Jurisdiction.
                  Section 13(b) is hereby amended by: (i) deleting in the second
                  line of
                  subparagraph (i) thereof the word "non-", (ii) deleting “; and” from the
                  end of subparagraph 1 and inserting “.” at the end of such provision, and
                  (iii) deleting the final paragraph
                  thereof.

              


      

       

      
        	(l)	
                Waiver
                  of Jury Trial.
                  Each party waives any right it may have to a trial by jury in respect
                  of
                  any in respect of any suit, action or proceeding relating to this
                  Agreement or any Credit Support
                  Document.

              


      

       

      
        	(m)	
                Consent
                  to Recording.
                  Each party hereto consents to the monitoring or recording, at any
                  time and
                  from time to time, by the other party of any and all communications
                  between trading, marketing, and operations personnel of the parties
                  and
                  their Affiliates, waives any further notice of such monitoring
                  or
                  recording, and agrees to notify such personnel of such monitoring
                  or
                  recording. 

              


      

       

      
        	(n)	
                Severability.
                  If
                  any term, provision, covenant, or condition of this Agreement,
                  or the
                  application thereof to any party or circumstance, shall be held
                  to be
                  invalid or unenforceable (in whole or in part) in any respect,
                  the
                  remaining terms, provisions, covenants, and conditions hereof shall
                  continue in full force and effect as if this Agreement had been
                  executed
                  with the invalid or unenforceable portion eliminated, so long as
                  this
                  Agreement as so modified continues to express, without material
                  change,
                  the original intentions of the parties as to the subject matter
                  of this
                  Agreement and the deletion of such portion of this Agreement will
                  not
                  substantially impair the respective benefits or expectations of
                  the
                  parties; provided, however, that this severability provision shall
                  not be
                  applicable if any provision of Section 2, 5, 6, or 13 (or any definition
                  or provision in Section 14 to the extent it relates to, or is used
                  in or
                  in connection with any such Section) shall be so held to be invalid
                  or
                  unenforceable.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      The
        parties shall endeavor to engage in good faith negotiations to replace any
        invalid or unenforceable term, provision, covenant or condition with a valid
        or
        enforceable term, provision, covenant or condition, the economic effect of
        which
        comes as close as possible to that of the invalid or unenforceable term,
        provision, covenant or condition.

       

      Part
        5.

       

      Other
        Provisions.

       

      (a) Definitions.
        Unless
        otherwise specified in a Confirmation, this Agreement and each Transaction
        under
        this Agreement are subject to the 2000 ISDA Definitions as published and
        copyrighted in 2000 by the International Swaps and Derivatives Association,
        Inc.
        (the “Definitions”), and will be governed in all relevant respects by the
        provisions set forth in the Definitions, without regard to any amendment
        to the
        Definitions subsequent to the date hereof. The provisions of the Definitions
        are
        hereby incorporated by reference in and shall be deemed a part of this
        Agreement, except that (i) references in the Definitions to a “Swap Transaction”
shall be deemed references to a “Transaction” for purposes of this Agreement,
        and (ii) references to a “Transaction” in this Agreement shall be deemed
        references to a “Swap Transaction” for purposes of the Definitions. Each term
        capitalized but not defined in this Agreement shall have the meaning assigned
        thereto in the Pooling and Servicing Agreement, dated as of January 1, 2007,
        among ACE Asset Securities Corp. (the “Depositor”),
        Countrywide Home Loans Servicing, as servicer, Wells Fargo Bank, National
        Association, as master servicer and securities administrator and HSBC Bank
        USA,
        National Association (the “Pooling
        and Servicing Agreement”).

       

      (b) Amendments
        to ISDA Master Agreement.

       

      (i) Single
        Agreement. Section 1(c) is hereby amended by the adding the words “including,
        for the avoidance of doubt, the Credit Support Annex” after the words “Master
        Agreement”. 

       

      (ii) Change
        of
        Account. Section 2(b) is hereby amended by the addition of the following
        after
        the word “delivery” in the first line thereof:

       

      “to
        another account in the same legal and tax jurisdiction as the original
        account”.

       

      (iii) Representations.
        Section 3 is hereby amended by adding at the end thereof the following
        subsection (g): 

       

      “(g) Relationship
        Between Parties. 

       

      (1) Nonreliance.
        (i) It is not relying on any statement or representation of the other party
        regarding the Transaction (whether written or oral), other than the
        representations expressly made in this Agreement or the Confirmation in respect
        of that Transaction and (ii) it has consulted with its own legal, regulatory,
        tax, business, investment, financial and accounting advisors to the extent
        it
        has deemed necessary, and it has made its own investment, hedging and trading
        decisions based upon its own judgment and upon any advice from such advisors
        as
        it has deemed necessary and not upon any view expressed by the other
        party.

       

      (2) Evaluation
        and Understanding. (i) It has the capacity to evaluate (internally or through
        independent professional advice) the Transaction and has made its own decision
        to enter into the Transaction and (ii) It understands the terms, conditions
        and
        risks of the Transaction and is willing and able to accept those terms and
        conditions and to assume those risks, financially and otherwise. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (3) Purpose.
        It is entering into the Transaction for the purposes of managing its borrowings
        or investments, hedging its underlying assets or liabilities or in connection
        with a line of business. 

       

      (4) Status
        of
        Parties. The other party is not acting as an agent, fiduciary or advisor
        for it
        in respect of the Transaction. 

       

      (5) Eligible
        Contract Participant. It is an “eligible contract participant” as defined in
        Section 1(a)(12) of the Commodity Exchange Act, as amended.”

       

      (iv) Transfer
        to Avoid Termination Event. Section 6(b)(ii) is hereby amended by (i) deleting
        the words “or if a Tax Event Upon Merger occurs and the Burdened Party is the
        Affected Party,” and (ii) by deleting the words “to transfer” and inserting the
        words “to effect a Permitted Transfer” in lieu thereof.

       

      (v) Local
        Business Day. The definition of Local Business Day in Section 14 is hereby
        amended by the addition of the words “or any Credit Support Document” after
“Section 2(a)(i)” and the addition of the words “or Credit Support Document”
after “Confirmation”. 

       

      (c) Additional
        Termination Events. The following Additional Termination Events will
        apply:

       

      (i) First
        Rating Trigger Collateral. If (A) it is not the case that a Moody’s Second
        Trigger Ratings Event has occurred and been continuing for 30 or more Local
        Business Days and (B) Party A has failed to comply with or perform any
        obligation to be complied with or performed by Party A in accordance with
        the
        Credit Support Annex, then an Additional Termination Event shall have occurred
        with respect to Party A and Party A shall be the sole Affected Party with
        respect to such Additional Termination Event. 

       

      (ii) Second
        Rating Trigger Replacement. If (A) a Required Ratings Downgrade Event has
        occurred and been continuing for 30 or more Local Business Days and (B) (i)
        at
        least one Eligible Replacement has made a Firm Offer to be the transferee
        of all
        of Party A’s rights and obligations under this Agreement (and such Firm Offer
        remains an offer that will become legally binding upon such Eligible Replacement
        upon acceptance by the offeree) and/or (ii) an Eligible Guarantor has made
        a
        Firm Offer to provide an Eligible Guarantee (and such Firm Offer remains
        an
        offer that will become legally binding upon such Eligible Guarantor immediately
        upon acceptance by the offeree), then an Additional Termination Event shall
        have
        occurred with respect to Party A and Party A shall be the sole Affected Party
        with respect to such Additional Termination Event. 

       

      (iii) Optional
        Termination of Securitization.
        An
        Additional Termination Event shall occur upon the notice to Certificateholders
        of an Optional Termination becoming unrescindable in accordance with Article
        X
        of the Pooling and Servicing Agreement with respect to such Additional
        Termination Event; provided, however, that notwithstanding anything to the
        contrary in Section 6(b)(iv), only Party B may designate an Early Termination
        Date in respect of this Additional Termination Event.

       

      (iv)
        Regulation
        AB. If
        (i)
        the Depositor still has a reporting obligation with respect to the Transaction
        hereunder pursuant to Regulation AB and (ii) Party A has not, within the
        applicable time period specified in Part 5(f)(ii)(a) below after a Cap
        Disclosure Event, complied with any of the provisions set forth in Part 5(f)(ii)
        below, then an Additional Termination Event shall have occurred with respect
        to
        Party A and Party A shall be the sole Affected Party with respect to such
        Additional Termination Event.

       

      (d) Required
        Ratings Downgrade Event.
        In the
        event that no Relevant Entity has credit ratings at least equal to the Required
        Ratings Threshold (such event, a “Required
        Ratings Downgrade Event”),
        then
        Party A shall, as soon as reasonably practicable and so long as a Required
        Ratings Downgrade Event is in effect, at its own expense, using commercially
        reasonable efforts, procure either (A) a Permitted Transfer or (B) an Eligible
        Guarantee from an Eligible Guarantor.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (e) Transfers.
        

       

      (i) Section
        7
        is hereby amended to read in its entirety as follows:

       

      “Except
        with respect to any Permitted Transfer pursuant to Section 6(b)(ii), Part
        5(d),
        Part 5(e) or Part 5(f)(ii)(b), neither Party A nor Party B is permitted to
        assign, novate or transfer (whether by way of security or otherwise) as a
        whole
        or in part any of its rights, obligations or interests under the Agreement
        or
        any Transaction unless (a) the prior written consent of the other party is
        obtained and (b) the Rating Agency Condition has been satisfied with respect
        to
        S&P and DBRS. At any time at which no Relevant Entity has credit ratings at
        least equal to the Approved Ratings Threshold, Party A may make a Permitted
        Transfer.”

       

      (ii) If
        an
        Eligible Replacement has made a Firm Offer (which remains an offer that will
        become legally binding upon acceptance by Party B) to be the transferee pursuant
        to a Permitted Transfer, Party B shall, at Party A’s written request and at
        Party A’s expense, take any reasonable steps required to be taken by Party B to
        effect such transfer. 

       

      (f) Compliance
        with Regulation AB.
        

       

      (i) It
        shall
        be a Cap disclosure event (“Cap
        Disclosure Event”)
        if, at
        any time after the date hereof while the Depositor has reporting obligations
        with respect to this Transaction pursuant to Regulation AB, the Depositor
        or
        Greenwich Capital Financial Products, Inc. (the “Sponsor”)
        notifies Party A that the aggregate “significance percentage” (calculated in
        accordance with the provisions of Item 1115 of Regulation AB) of all derivative
        instruments provided by Party A and any of its affiliates to Party B
        (collectively, the “Aggregate
        Significance Percentage”)
        is 9%
        or more.

       

      (ii) Upon
        the
        occurrence of a Cap Disclosure Event while the Depositor has reporting
        obligations with respect to this Transaction pursuant to Regulation AB, Party
        A,
        at its own cost and expense (and without any expense or liability to the
        Depositor, the Sponsor, the Underwriters, the Depositor, the Trustee or the
        Issuing Entity), shall take one of the following actions:

       

      (a) provide
        to the Sponsor and the Depositor: (i) if the Aggregate Significance Percentage
        is 9% or more, but less than 10%, within thirty (30) days, either, at the
        sole
        discretion of Party A, the information required under Item 1115(b)(1) or
        Item
        1115(b)(2) of Regulation AB, (ii) if the Aggregate Significance Percentage
        is
        10% or more, but less than 20%, within five (5) Business Days, either, at
        the
        sole discretion of Party A, the information required under Item 1115(b)(1)
        or
        Item 1115(b)(2) of Regulation AB, (iii) if the Aggregate Significance Percentage
        is 19% or more, but less than 20%,, within thirty (30) days, the information
        required under Item 1115(b)(2) of Regulation AB or (iv) if the Aggregate
        Significance Percentage is 20% or more, within five (5) Business Days, the
        information required under Item 1115(b)(2) of Regulation AB; or

       

      (b) transfer
        in a Permitted Transfer (provided that a Permitted Transfer pursuant to this
        subclause (b) shall not require satisfaction of the Rating Agency Condition)
        its
        obligations under the Transaction to a counterparty with the Approved Ratings
        Thresholds (or which satisfies the Rating Agency Condition), that (x) provides
        the information specified in clause (a) above to the Depositor and Sponsor
        and
        (y) enters into documentation substantially similar to the documentation
        then in
        place between Party A and Party B. For purposes of this subclause (b), the
        parties agree that National Westminster Bank Plc (“NatWest”)
        shall
        be an acceptable replacement for Party A, so long as NatWest is able to provide
        the information required under subclause (a) above and satisfy the requirements
        of this subclause (b).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (iii)
        For
        so long as the Aggregate Significance Percentage is 10% or more the Depositor
        has reporting obligations with respect to this Transaction, Party A shall
        provide any updates to the information provided pursuant to clause (ii)(a)
        above
        to the Sponsor and the Depositor within five (5) Business Days following
        the
        availability thereof (but in no event more than 6 months after the end of
        Party
        A’s fiscal year for any annual update and when available for any interim
        update).

       

      (iv) All
        information provided pursuant to clause (ii) shall be in a form suitable
        for
        conversion to the format required for filing by the Depositor with the
        Commission via the Electronic Data Gathering and Retrieval System (EDGAR).
        The
        parties hereto acknowledge that electronic files in Adobe Acrobat format
        will be
        deemed to satisfy the requirements of this Part 5(f)(iv). In addition, any
        such
        information, if audited, shall be accompanied by any necessary auditor’s
        consents or, if such information is unaudited, shall be accompanied by an
        appropriate agreed-upon procedures letter from Party A’s accountants. If
        permitted by Regulation AB, any such information may be provided by reference
        to
        or incorporation by reference from reports filed pursuant to the Exchange
        Act.

       

      (g) Non-Recourse.
        Party A
        acknowledges and agree that, notwithstanding any provision in this Agreement
        to
        the contrary, the obligations of Party B hereunder are limited recourse
        obligations of Party B, payable solely from the Trust and the proceeds thereof,
        in accordance with the priority of payments and other terms of the Pooling
        and
        Servicing Agreement and that Party A will not have any recourse to any of
        the
        directors, officers, employees, shareholders or affiliates of the Party B
        with
        respect to any claims, losses, damages, liabilities, indemnities or other
        obligations in connection with any transactions contemplated hereby. In the
        event that the Trust and the proceeds thereof, funded in accordance with
        the
        priority of payments and other terms of the Pooling and Servicing Agreement,
        should be insufficient to satisfy all claims outstanding and following the
        realization of the account held by the Trust and the proceeds thereof, any
        claims against or obligations of Party B under the ISDA Master Agreement
        or any
        other confirmation thereunder still outstanding shall be extinguished and
        thereafter not revive. The Trustee shall not have liability for any failure
        or
        delay in making a payment hereunder to Party A due to any failure or delay
        in
        receiving amounts in the account held by the Trust from the Trust created
        pursuant to the Pooling and Servicing Agreement. This provision will survive
        the
        termination of this Agreement.

       

      (h) Limitation
        on Events of Default.
        Notwithstanding the provisions of Sections 5 and 6, if at any time and so
        long
        as Party B has satisfied in full all its payment obligations under Section
        2(a)(i) and has at the time no future payment obligations, whether absolute
        or
        contingent, under such Section, then unless Party A is required pursuant
        to
        appropriate proceedings to return to Party B or otherwise returns to Party
        B
        upon demand of Party B any portion of any such payment, (a) the occurrence
        of an
        event described in Section 5(a) with respect to Party B shall not constitute
        an
        Event of Default or Potential Event of Default with respect to Party B as
        Defaulting Party and (b) Party A shall be entitled to designate an Early
        Termination Date pursuant to Section 6 only as a result of the occurrence
        of a
        Termination Event set forth in either Section 5(b)(i) or 5(b)(ii) with respect
        to Party A as the Affected Party, or Section 5(b)(iii) with respect to Party
        A
        as the Burdened Party. For purposes of each Transaction to which this Agreement
        relates, Party B’s only obligation under Section 2(a)(i) is to pay the Fixed
        Amount on the Fixed Amount Payer Payment Date.

       

      (i) Rating
        Agency Notifications.
        Notwithstanding any other provision of this Agreement, no Early Termination
        Date
        shall be effectively designated hereunder by Party B and no transfer of any
        rights or obligations under this Agreement shall be made by either party
        unless
        each Cap Rating Agency has been given prior written notice of such designation
        or transfer. 

       

      (j) No
        Set-off.
        Except
        as expressly provided for in Section 2(c), Section 6 or Part 1(f)(i)(D) hereof,
        and notwithstanding any other provision of this Agreement or any other existing
        or future agreement, each party irrevocably waives any and all rights it
        may
        have to set off, net, recoup or otherwise withhold or suspend or condition
        payment or performance of any obligation between it and the other party
        hereunder against any obligation between it and the other party under any
        other
        agreements. Section 6(e) shall be amended by deleting the following sentence:
        “The amount, if any, payable in respect of an Early Termination Date and
        determined pursuant to this Section will be subject to any
        Set-off.”.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (k) Amendment.
        Notwithstanding any provision to the contrary in this Agreement, no amendment
        of
        either this Agreement or any Transaction under this Agreement shall be permitted
        by either party unless each of the Cap Rating Agencies has been provided
        prior
        written notice of the same and such amendment satisfies the Rating Agency
        Condition with respect to S&P and DBRS.

       

      (l) Notice
        of Certain Events or Circumstances.
        Each
        Party agrees, upon learning of the occurrence or existence of any event or
        condition that constitutes (or that with the giving of notice or passage
        of time
        or both would constitute) an Event of Default or Termination Event with respect
        to such party, promptly to give the other Party and to each Cap Rating Agency
        notice of such event or condition; provided that failure to provide notice
        of
        such event or condition pursuant to this Part 5(l) shall not constitute an
        Event
        of Default or a Termination Event.

       

      (m) Proceedings.
        No
        Relevant Entity shall institute against, or cause any other person to institute
        against, or join any other person in instituting against Party B or the Trust,
        in any bankruptcy, reorganization, arrangement, insolvency or liquidation
        proceedings or other proceedings under any federal or state bankruptcy or
        similar law for a period of one year and one day (or, if longer, the applicable
        preference period) following payment in full of the Certificates and any
        Notes.
        This provision will survive the termination of this Agreement. 

       

      (n) Trustee
        Liability Limitations.
        It is
        expressly understood and agreed by the parties hereto that (a) this Agreement
        is
        executed by HSBC Bank USA, National Association (“HSBC”)
        not in
        its individual capacity, but solely as Trustee under the Pooling and Servicing
        Agreement in the exercise of the powers and authority conferred and invested
        in
        it thereunder; (b) HSBC has been directed pursuant to the Pooling and Servicing
        Agreement to enter into this Agreement and to perform its obligations hereunder;
        (c) each of the representations, undertakings and agreements herein made
        on
        behalf of the Trust is made and intended not as personal representations
        of the
        Trustee but is made and intended for the purpose of binding only the Trust;
        and
        (d) under no circumstances shall HSBC in its individual capacity be personally
        liable for any payments hereunder or for the breach or failure of any
        obligation, representation, warranty or covenant made or undertaken under
        this
        Agreement.

       

      (o) Party
        B as Agent. Party
        A
        acknowledges that Party B is acting as the Trustee for the trust (the
“Trust”)
        under
        the Pooling and Servicing Agreement to carry out certain functions on behalf
        of
        the Trust.

       

      (p) Payment
        Instructions.
        Party A
        hereby agrees that, unless notified in writing by Party B of other payment
        instructions, any and all amounts payable by Party A to Party B under this
        Agreement shall be paid to the account specified in a Confirmation.


       

      (q) Additional
        representations.

       

      (i) Representations
        of Party A.
        Party A
        represents to Party B on the date on which Party A enters into each Transaction
        that:—

       

      Party
        A’s
        obligations under this Agreement rank pari passu with all of Party A’s other
        unsecured, unsubordinated obligations except those obligations preferred
        by
        operation of law.

       

      (ii) Capacity.
        Party A
        represents to Party B on the date on which Party A enters into this Agreement
        that it is entering into the Agreement and the Transaction as principal and
        not
        as agent of any person. Party B represents to Party A on the date on which
        Party
        B enters into this Agreement that it is entering into the Agreement and the
        Transaction in its capacity as Trustee.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      (r) Acknowledgements.

       

      (i) Substantial
        financial transactions.
        Each
        party hereto is hereby advised and acknowledges as of the date hereof that
        the
        other party has engaged in (or refrained from engaging in) substantial financial
        transactions and has taken (or refrained from taking) other material actions
        in
        reliance upon the entry by the parties into the Transaction being entered
        into
        on the terms and conditions set forth herein and in the Pooling and Servicing
        Agreement relating to such Transaction, as applicable. This paragraph shall
        be
        deemed repeated on the trade date of each Transaction.

       

      (ii) Bankruptcy
        Code.
        Subject
        to Part 5(m), without limiting the applicability if any, of any other provision
        of the U.S. Bankruptcy Code as amended (the “Bankruptcy
        Code”)
        (including without limitation Sections 362, 546, 556, and 560 thereof and
        the
        applicable definitions in Section 101 thereof), the parties acknowledge and
        agree that all Transactions entered into hereunder will constitute “forward
        contracts” or “swap agreements” as defined in Section 101 of the Bankruptcy Code
        or “commodity contracts” as defined in Section 761 of the Bankruptcy Code, that
        the rights of the parties under Section 6 of this Agreement will constitute
        contractual rights to liquidate Transactions, that any margin or collateral
        provided under any margin, collateral, security, pledge, or similar agreement
        related hereto will constitute a “margin payment” as defined in Section 101 of
        the Bankruptcy Code, and that the parties are entities entitled to the rights
        under, and protections afforded by, Sections 362, 546, 556, and 560 of the
        Bankruptcy Code.

       

      (s) Agency
        Role of Greenwich Capital Markets, Inc.
        In
        connection with this Agreement, Greenwich Capital Markets, Inc. has acted
        as
        agent on behalf of The Royal Bank of Scotland plc. Greenwich Capital Markets,
        Inc. has not guaranteed and is not otherwise responsible for the obligations
        of
        The Royal Bank of Scotland plc under this Agreement.

       

      (t) Additional
        Definitions.

       

      As
        used
        in this Agreement, the following terms shall have the meanings set forth
        below,
        unless the context clearly requires otherwise: 

       

      “Approved
        Ratings Threshold”
means
        each of the S&P Approved Ratings Threshold, the Moody’s First Trigger
        Ratings Threshold, and the DBRS Approved Ratings Threshold.

       

      “Approved
        Replacement”
means,
        with respect to a Market Quotation, an entity making such Market Quotation,
        which entity would satisfy conditions (a), (b) and (c) of the definition
        of
        Permitted Transfer (as determined by Party B in its sole discretion, acting
        in a
        commercially reasonable manner) if such entity were a Transferee, as defined
        in
        the definition of Permitted Transfer.

       

      “Cap
        Rating Agencies”
means,
        with respect to any date of determination, each of S&P, Moody’s, and DBRS,
        to the extent that each such rating agency is then providing a rating for
        any of
        the ACE Securities Corp. Home Equity Loan Trust, Series 2007-WM1 Asset Backed
        Pass-Through Certificates, Series 2007-WM1 (the “Certificates”)
        or any
        notes backed by the Certificates (the “Notes”).

       

      “DBRS”
        means
        Dominion Bond Rating Service, or any successor thereto.

       

      “DBRS
        Approved Ratings Threshold”
means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, a long-term unsecured and unsubordinated debt rating
        from
        DBRS of “AAA(low)” and a short-term unsecured and unsubordinated debt rating
        from DBRS of “R-1(middle)”.

       

      “DBRS
        Required Ratings Downgrade Event”
means
        that no Relevant Entity has credit ratings at least equal to the DBRS Required
        Ratings Threshold.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      “DBRS
        Required Ratings Threshold”
means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, a long-term unsecured and unsubordinated debt rating
        from
        DBRS of “BBB”.

       

      “Eligible
        Guarantee”
means
        an unconditional and irrevocable guarantee of all present and future obligations
        (for the avoidance of doubt, not limited to payment obligations) of Party
        A or
        an Eligible Replacement to Party B under this Agreement that is provided
        by an
        Eligible Guarantor as principal debtor rather than surety and that is directly
        enforceable by Party B, the form and substance of which guarantee are subject
        to
        the Rating Agency Condition with respect to S&P, and either (A) a law firm
        has given a legal opinion confirming that none of the guarantor’s payments to
        Party B under such guarantee will be subject to Tax collected by withholding
        or
        (B) such guarantee provides that, in the event that any of such guarantor’s
        payments to Party B are subject to Tax collected by withholding, such guarantor
        is required to pay such additional amount as is necessary to ensure that
        the net
        amount actually received by Party B (free and clear of any Tax collected
        by
        withholding) will equal the full amount Party B would have received had no
        such
        withholding been required.

       

      “Eligible
        Guarantor” means
        an
        entity that (A) has credit ratings from S&P and DBRS at least equal to the
        S&P Approved Ratings Threshold and the DBRS Approved Ratings Threshold and
        (B) has credit ratings from Moody’s at least equal to the Moody’s Second Trigger
        Ratings Threshold, provided, for the avoidance of doubt, that an Eligible
        Guarantee of an Eligible Guarantor with credit ratings below the Moody’s First
        Trigger Ratings Threshold will not cure or prevent the occurrence of a
        Collateral Event (as defined in the Credit Support Annex) with respect to
        Moody’s. 

       

      “Eligible
        Replacement”
        means an
        entity (i) (a) that has credit ratings from S&P and DBRS at least equal to
        the S&P Approved Ratings Threshold and the DBRS Approved Ratings Threshold
        and (b) has credit ratings from Moody’s at least equal to the Moody’s Second
        Trigger Ratings Threshold, provided, for the avoidance of doubt, that an
        Eligible Replacement with credit ratings below the Moody’s First Trigger Ratings
        Threshold will not cure or prevent the occurrence of a Collateral Event (as
        defined in the Credit Support Annex) with respect to Moody’s, or (ii) the
        present and future obligations (for the avoidance of doubt, not limited to
        payment obligations) of which entity to Party B under this Agreement are
        guaranteed pursuant to an Eligible Guarantee.

       

      “Firm
        Offer”
means
        (A) with respect to an Eligible Replacement, a quotation from such Eligible
        Replacement (i) in an amount equal to the actual amount payable by or to
        Party B
        in consideration of an agreement between Party B and such Eligible Replacement
        to replace Party A as the counterparty to this Agreement by way of novation
        or,
        if such novation is not possible, an agreement between Party B and such Eligible
        Replacement to enter into a Replacement Transaction (assuming that all
        Transactions hereunder become Terminated Transactions), and (ii) that
        constitutes an offer by such Eligible Replacement to replace Party A as the
        counterparty to this Agreement or enter a Replacement Transaction that will
        become legally binding upon such Eligible Replacement upon acceptance by
        Party
        B, and (B) with respect to an Eligible Guarantor, an offer by such Eligible
        Guarantor to provide an Eligible Guarantee that will become legally binding
        upon
        such Eligible Guarantor upon acceptance by the offeree.

       

      “Moody’s”
        means
        Moody’s Investors Service, Inc., or any successor thereto. 

      


      “Moody’s
        First Trigger Ratings Event”
        means
        that no Relevant Entity has credit ratings from Moody’s at least equal to the
        Moody’s First Trigger Ratings Threshold.

      


      “Moody’s
        First Trigger Ratings Threshold” means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, (i) if such entity has a short-term unsecured and
        unsubordinated debt rating from Moody’s, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s of “A2” and a
        short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-1”,
        or (ii) if such entity does not have a short-term unsecured and unsubordinated
        debt rating or counterparty rating from Moody’s, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s of
“A1”.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      “Moody’s
        Second Trigger Ratings Event”
        means
        that no Relevant Entity has credit ratings from Moody’s at least equal to the
        Moody’s Second Trigger Ratings Threshold. 

      


      “Moody’s
        Second Trigger Ratings Threshold”
        means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, (i) if such entity has a short-term unsecured and
        unsubordinated debt rating from Moody’s, a long-term unsecured and
        unsubordinated debt rating or counterparty rating from Moody’s of “A3” and a
        short-term unsecured and unsubordinated debt rating from Moody’s of “Prime-2”,
        or (ii) if such entity does not have a short-term unsecured and unsubordinated
        debt rating from Moody’s, a long-term unsecured and unsubordinated debt rating
        or counterparty rating from Moody’s of “A3”.

      


      “Permitted
        Transfer”
means
        a
        transfer by novation by Party A pursuant to Section 6(b)(ii), Part 5(d),
        Part
        5(e), Part 5(f)(ii)(b) or the second sentence of Section 7 (as amended herein)
        to a transferee (the “Transferee”)
        of
        all, but not less than all, of Party A’s rights, liabilities, duties and
        obligations under this Agreement, with respect to which transfer each of
        the
        following conditions is satisfied: (a) the Transferee is an Eligible
        Replacement; (b) Party A and the Transferee are both “dealers in notional
        principal contracts” within the meaning of Treasury regulations section
        1.1001-4; (c) as of the date of such transfer the Transferee would not be
        required to withhold or deduct on account of Tax from any payments under
        this
        Agreement or would be required to gross up for such Tax under Section
        2(d)(i)(4); (d) an Event of Default or Termination Event would not occur
        as a
        result of such transfer; (e) pursuant to a written instrument (the “Transfer
        Agreement”),
        the
        Transferee acquires and assumes all rights and obligations of Party A under
        the
        Agreement and the relevant Transaction; (f) Party B shall have determined,
        in
        its sole discretion, acting in a commercially reasonable manner, that such
        Transfer Agreement is effective to transfer to the Transferee all, but not
        less
        than all, of Party A’s rights and obligations under the Agreement and all
        relevant Transactions; (g) Party A will be responsible for any costs or expenses
        incurred in connection with such transfer (including any replacement cost
        of
        entering into a replacement transaction); (h) either (A) Moody’s has been given
        prior written notice of such transfer and the Rating Agency Condition is
        satisfied with respect to S&P or (B) each Swap Rating Agency has been given
        prior written notice of such transfer and such transfer is in connection
        with
        the assignment and assumption of this Agreement without modification of its
        terms, other than party names, dates relevant to the effective date of such
        transfer, tax representations (provided that the representations in Part
        2(a)(i)
        are not modified) and any other representations regarding the status of the
        substitute counterparty of the type included in Part 5(b)(iii) or Part 5(q),
        notice information and account details; and (i) such transfer otherwise complies
        with the terms of the Pooling and Servicing Agreement.

      


      “Rating
        Agency Condition”
means,
        with respect to any particular proposed act or omission to act hereunder
        and
        each Cap Rating Agency specified in connection with such proposed act or
        omission, that the party acting or failing to act must consult with each
        of the
        specified Cap Rating Agencies and receive from each such Cap Rating Agency
        a
        prior written confirmation that the proposed action or inaction would not
        cause
        a downgrade or withdrawal of the then-current rating of any Certificates
        or
        Notes.

       

      “Relevant
        Entity”
means
        Party A and, to the extent applicable, a guarantor under an Eligible
        Guarantee.

       

      “Replacement
        Transaction”
means,
        with respect to any Terminated Transaction or group of Terminated Transactions,
        a transaction or group of transactions that (i) would have the effect of
        preserving for Party B the economic equivalent of any payment or delivery
        (whether the underlying obligation was absolute or contingent and assuming
        the
        satisfaction of each applicable condition precedent) by the parties under
        Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated
        Transactions that would, but for the occurrence of the relevant Early
        Termination Date, have been required after that Date, and (ii) has terms
        which
        are substantially the same as this Agreement, including, without limitation,
        rating triggers, Regulation AB compliance, and credit support documentation,
        save for the exclusion of provisions relating to Transactions that are not
        Terminated Transaction, as determined by Party B in its sole discretion,
        acting
        in a commercially reasonable manner.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      “Required
        Ratings Downgrade Event”
shall
        have the meaning assigned thereto in Part 5(d).

       

      “Required
        Ratings Threshold”
means
        each of the S&P Required Ratings Threshold, the Moody’s Second Trigger
        Ratings Threshold, and the DBRS Required Ratings Threshold.

       

      “S&P”
means
        Standard & Poor's Rating Services, a division of The McGraw-Hill Companies,
        Inc., or any successor thereto. 

       

      “S&P
        Approved Ratings Threshold”
means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, a short-term unsecured and unsubordinated debt rating
        from
        S&P of “A-1”, or, if such entity does not have a short-term unsecured and
        unsubordinated debt rating from S&P, a long-term unsecured and
        unsubordinated debt rating from S&P of “A+”.

       

      “S&P
        Required Ratings Downgrade Event”
means
        that no Relevant Entity has credit ratings at least equal to the S&P
        Required Ratings Threshold.

       

      “S&P
        Required Ratings Threshold”
means,
        with respect to Party A, the guarantor under an Eligible Guarantee or an
        Eligible Replacement, a long-term unsecured and unsubordinated debt rating
        from
        S&P of “BBB+”.

       

      This
        Agreement may be executed in several counterparts, each of which shall be
        deemed
        an original but all of which together shall constitute one and the same
        instrument.

       

      [Remainder
        of this page intentionally left blank.]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      IN
        WITNESS WHEREOF,
        the
        parties have executed this document by their duly authorized officers with
        effect from the date so specified on the first page hereof.

       

      
        	 

                THE
                  ROYAL BANK OF SCOTLAND PLC

                By:
                  Greenwich Capital Markets, Inc., its agent

              	 	 

                HSBC
                  BANK USA, NATIONAL ASSOCIATION, NOT INDIVIDUALLY, BUT SOLELY AS
                  TRUSTEE ON
                  BEHALF OF THE ACE SECURITIES CORP. HOME EQUITY LOAN TRUST, SERIES
                  2007-WM1
                  ASSET BACKED PASS-THROUGH CERTIFICATES

              
	 	 
	
                  ("Party
                  A")

              	
                ("Party
                  B")

              


      

       

      
        	 	 	 	 	 
	
                By:   


              	/s/
                David E. Wagner	 	
                By:

              	/s/  Fernando
                Acebedo
	 	
                

              	 	 	
                

              
	 	
                Name:
                  David E. Wagner

                Title:
                  Managing Director
Date:
                1/26/07	 	 	Name:
                Fernando Acebedo
Title: Vice President

                Date:
                  1/26/07

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        ISDA®

        CREDIT
          SUPPORT ANNEX

        to
          the
          Schedule to the

        ISDA
          Master Agreement

        dated
          as
          of January 29, 2007 between

        The
          Royal
          Bank of Scotland plc (hereinafter referred to as “Party
          A”
          or
“Pledgor”)

        and

        HSBC
          Bank
          USA, National Association, not individually, but solely as trustee (the
          “Trustee”) on behalf of the ACE Securities Corp. Home Equity Loan Trust, Series
          2007-WM1 Asset Backed Pass-Through Certificates (the “Trust”) 

        (hereinafter
          referred to as “Party
          B”
          or
“Secured
          Party”).

         

        Paragraph
          13. Elections and Variables.

         

        
          	
                  (a)

                	
                  Security
                    Interest for “Obligations”.
                    The term “Obligations”
                    as
                    used in this Annex includes the following additional
                    obligations:

                


        

         

        With
          respect to Party A: not applicable.

         

        With
          respect to Party B: not applicable.

         

        
          	
                  (b)

                	
                  Credit
                    Support Obligations.

                


        

         

        
          	 	
                  (i)

                	
                  Delivery
                    Amount, Return Amount and Credit Support
                    Amount.

                


        

         

        
          	 	
                  (A)

                	
                  “Delivery
                    Amount”
                    has the meaning specified in Paragraph 3(a) as amended (I) by
                    deleting the
                    words “upon a demand made by the Secured Party on or promptly following
                    a
                    Valuation Date” and inserting in lieu thereof the words “not later than
                    the close of business on each Valuation Date” and (II) by deleting in its
                    entirety the sentence beginning “Unless otherwise specified in Paragraph
                    13” and ending “(ii) the Value as of that Valuation Date of all Posted
                    Credit Support held by the Secured Party.” and inserting in lieu thereof
                    the following:

                


        

         

        The
          “Delivery
          Amount”
          applicable to the Pledgor for any Valuation Date will equal the greatest
          of


         

        
          	 	
                  (1)
                    

                	
                  the
                    amount by which (a) the S&P/DBRS Credit Support Amount for such
                    Valuation Date exceeds (b) the S&P/DBRS Value as of such Valuation
                    Date of all Posted Credit Support held by the Secured Party,
                    

                


        

         

        
          	 	
                  (2)
                    

                	
                  the
                    amount by which (a) the Moody’s First Trigger Credit Support Amount for
                    such Valuation Date exceeds (b) the Moody’s First Trigger Value as of such
                    Valuation Date of all Posted Credit Support held by the Secured
                    Party, and
                    

                


        

         

        
          	 	
                  (3)
                    

                	
                  the
                    amount by which (a) the Moody’s Second Trigger Credit Support Amount for
                    such Valuation Date exceeds (b) the Moody’s Second Trigger Value as of
                    such Valuation Date of all Posted Credit Support held by the
                    Secured
                    Party, and

                


        

         

        
          
            
              Copyright
                © 1994 by International Swaps and Derivatives Association,
                Inc.

            

          

          
            
            

            
              

            

          

           

        


        
          	 	
                  (B)

                	
                  “Return
                    Amount”
                    has the meaning specified in Paragraph 3(b) as amended by deleting
                    in its
                    entirety the sentence beginning “Unless otherwise specified in Paragraph
                    13” and ending “(ii) the Credit Support Amount.” and inserting in lieu
                    thereof the following:

                


        

         

        The
          “Return
          Amount”
          applicable to the Secured Party for any Valuation Date will equal the least
          of


         

        
          	 	
                  (1)
                    

                	
                  the
                    amount by which (a) the S&P/DBRS Value as of such Valuation Date of
                    all Posted Credit Support held by the Secured Party exceeds (b)
                    the
                    S&P/DBRS Credit Support Amount for such Valuation Date,
                    

                


        

         

        
          	 	
                  (2)
                    

                	
                  the
                    amount by which (a) the Moody’s First Trigger Value as of such Valuation
                    Date of all Posted Credit Support held by the Secured Party exceeds
                    (b)
                    the Moody’s First Trigger Credit Support Amount for such Valuation Date,
                    and

                


        

         

        
          	 	
                  (3)
                    

                	
                  the
                    amount by which (a) the Moody’s Second Trigger Value as of such Valuation
                    Date of all Posted Credit Support held by the Secured Party exceeds
                    (b)
                    the Moody’s Second Trigger Credit Support Amount for such Valuation
                    Date.

                


        

         

        
          	 	
                  (C)

                	
                  “Credit
                    Support Amount”
                    shall not apply. For purposes of calculating any Delivery Amount
                    or Return
                    Amount for any Valuation Date, reference shall be made to the
                    S&P/DBRS
                    Credit Support Amount, the Moody’s First Trigger Credit Support Amount,
                    and the Moody’s Second Trigger Credit Support Amount, in each case for
                    such Valuation Date, as provided in Paragraphs 13(b)(i)(A) and
                    13(b)(i)(B), above.

                


        

        
           

          
            
            

          

          
            2

            
              

            

          

          
            
            

          

           

        

        
          	 	
                  (ii)

                	
                  Eligible
                    Collateral.
                    

                


        

         

        On
          any
          date, the following items will qualify as “Eligible
          Collateral”
(for
          the avoidance of doubt, all Eligible Collateral to be denominated in
          USD):

         

        
          	
                   

                  ISDA
                    Collateral Asset Definition
                    (ICAD) Code 

                	 	
                  Remaining
                    Maturity in Years

                	 	
                  S&P/DBRS
                    

                  Valuation
                    

                  Percentage

                	 	
                  Moody’s

                  First
                       Trigger Valuation
                    Percentage

                	 	
                  Moody’s

                  Second
                    Trigger

                  Valuation

                  Percentage

                	 
	
                  (A)
                     US-CASH

                	 	
                  N/A

                	 	
                  100

                	%	
                  100

                	%	
                  100

                	%
	 	 	 	 	 	 	 	 	 	 
	
                  (B)  US-TBILL

                  US-TNOTE

                  US-TBOND

                	 	 	 	 	 	 	 	 	 
	 	 	
                  1
                    or less

                	 	
                  98.9

                	%	
                  100

                	%	
                  100

                	%
	 	 	
                  More
                    than 1 but not more than 2

                	 	
                  98.0

                	%	
                  100

                	%	
                  99

                	%
	 	 	
                  More
                    than 2 but not more than 3

                	 	
                  97.4

                	%	
                  100

                	%	
                  98

                	%
	 	 	
                  More
                    than 3 but not more than 5

                	 	
                  95.5

                	%	
                  100

                	%	
                  97

                	%
	 	 	
                  More
                    than 5 but not more than 7

                	 	
                  93.7

                	%	
                  100

                	%	
                  96

                	%
	 	 	
                  More
                    than 7 but not more than 10

                	 	
                  92.5

                	%	
                  100

                	%	
                  94

                	%
	 	 	
                  More
                    than 10 but not more than 20

                	 	
                  91.1

                	%	
                  100

                	%	
                  90

                	%
	 	 	
                  More
                    than 20

                	 	
                  88.6

                	%	
                  100

                	%	
                  88

                	%
	 	 	 	 	 	 	 	 	 	 
	
                  (C)  US-GNMA

                  US-FNMA

                  US-FHLMC

                	 	 	 	
                   

                	 	 	 	 	 
	 	 	
                  1
                    or less

                	 	
                  98.5

                	
                  %

                	
                  100

                	%	
                  99

                	%
	 	 	
                  More
                    than 1 but not more than 2

                	 	
                  97.7

                	%	
                  100

                	%	
                  99

                	%
	 	 	
                  More
                    than 2 but not more than 3

                	 	
                  97.3

                	%	
                  100

                	%	
                  98

                	%
	 	 	
                  More
                    than 3 but not more than 5

                	 	
                  94.5

                	%	
                  100

                	%	
                  96

                	%
	 	 	
                  More
                    than 5 but not more than 7

                	 	
                  93.1

                	%	
                  100

                	%	
                  93

                	%
	 	 	
                  More
                    than 7 but not more than 10

                	 	
                  90.7

                	%	
                  100

                	%	
                  93

                	%
	 	 	
                  More
                    than 10 but not more than 20

                	 	
                  87.7

                	%	
                  100

                	%	
                  89

                	%
	 	 	
                  More
                    than 20

                	 	
                  84.4

                	%	
                  100

                	%	
                  87

                	%


        

        


        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        The
          ISDA
          Collateral Asset Definition (ICAD) Codes used in this Paragraph 13(b)(ii)
          are
          taken from the Collateral Asset Definitions (First Edition June 2003) as
          published and copyrighted in 2003 by the International Swaps and Derivatives
          Association, Inc.

         

        
          	 	
                  (iii)

                	
                  Other
                    Eligible Support. 

                


        

         

        The
          following items will qualify as “Other
          Eligible Support”
          for the
          party specified: 

         

        Not
          applicable.

         

        
          	 	
                  (iv)

                	
                  Threshold.

                


        

         

        
          	 	
                  (A)

                	
                  “Independent
                    Amount”
                    means zero with respect to Party A and Party
                    B.

                


        

         

        
          	 	
                  (B)

                	
                  “Threshold”
                    means, with respect to Party A and any Valuation Date, zero if
                    (i) a
                    Collateral Event has occurred and has been continuing (x) for
                    at least 30
                    days or (y) since this Annex was executed, or (ii) a Required
                    Ratings
                    Downgrade Event has occurred and is
                    continuing.

                


        

         

          “Threshold”
          means,
          with respect to Party B and any Valuation Date, infinity.

         

        
          	 	
                  (C)

                	
                  “Minimum
                    Transfer Amount” means
                    USD 100,000 with respect to Party A and Party B;
                    provided,
                    however,
                    that if the aggregate Certificate Principal Balance of the Certificates
                    and the aggregate principal balance of the Notes rated by S&P is at
                    the time of any transfer less than USD 50,000,000, the “Minimum
                    Transfer Amount”
                    shall be USD 50,000.

                


        

         

        
          	 	
                  (D)

                	
                  Rounding:
                    The Delivery Amount will be rounded up to the nearest integral
                    multiple of
                    USD 10,000. The Return Amount will be rounded down to the nearest
                    integral
                    multiple of USD 1,000.

                


        

         

        
          	
                  (c)

                	
                  Valuation
                    and Timing.

                


        

         

        
          	 	
                  (i)

                	
                  “Valuation
                    Agent”
                    means Party A. All calculations by the Valuation Agent must be
                    made in
                    accordance with standard market
                    practice.

                


        

         

        
          	 	
                  (ii)

                	
                  “Valuation
                    Date” means
                    each Local Business Day on which any of the S&P/DBRS Credit Support
                    Amount, the Moody’s First Trigger Credit Support Amount, or the Moody’s
                    Second Trigger Credit Support
                    Amount.

                


        

         

        
          	 	
                  (iii)

                	
                  “Valuation
                    Time” means
                    the close of business in the city of the Valuation Agent on the
                    Local
                    Business Day immediately preceding the Valuation Date or date
                    of
                    calculation, as applicable; provided
                    that the calculations of Value and Exposure will be made as of
                    approximately the same time on the same date.


                


        

         

        
          	 	
                  (iv)

                	
                  “Notification
                    Time” means
                    11:00 a.m., New York time, on a Local Business Day.
                    

                


        

         

        
          	 	
                  (v)

                	
                  External
                    Verification.
                    Notwithstanding anything to the contrary in the definitions of
                    Valuation
                    Agent or Valuation Date, at any time at which Party A (or, to
                    the extent
                    applicable, its Credit Support Provider) does not have a long-term
                    unsubordinated and unsecured debt rating of at least “BBB+” from S&P,
                    the Valuation Agent shall (A) calculate the Secured Party’s Exposure and
                    the S&P Value of Posted Credit Suppport on each Valuation Date based
                    on internal marks and (B) verify such calculations with external
                    marks
                    monthly by obtaining on the last Local Business Day of each calendar
                    month
                    two external marks for each Transaction to which this Annex relates
                    and
                    for all Posted Credit Suport; such verification of the Secured
                    Party’s
                    Exposure shall be based on the higher of the two external marks.
                    Each
                    external mark in respect of a Transaction shall be obtained from
                    an
                    independent Reference Market-maker that would be eligible and
                    willing to
                    enter into such Transaction in the absence of the current derivative
                    provider, provided
                    that an external mark may not be obtained from the same Reference
                    Market-maker more than four times in any 12-month period. The
                    Valuation
                    Agent shall obtain these external marks directly or through an
                    independent
                    third party, in either case at no cost to Party B. The Valuation
                    Agent
                    shall calculate on each Valuation Date (for purposes of this
                    paragraph,
                    the last Local Business Day in each calendar month referred to
                    above shall
                    be considered a Valuation Date) the Secured Party’s Exposure based on the
                    greater of the Valuation Agent’s internal marks and the external marks
                    received. If the S&P Value on any such Valuation Date of all Posted
                    Credit Support then held by the Secured Party is less than the
                    S&P
                    Credit Support Amount on such Valuation Date (in each case as
                    determined
                    pursuant to this paragraph), Party A shall, within three Local
                    Business
                    Days of such Valuation Date, Transfer to the Secured Party Eligible
                    Credit
                    Support having an S&P Value as of the date of Transfer at least equal
                    to such deficiency. 

                


        

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (vi)

                	
                  Notice
                    to S&P.
                    At
                    any time at which Party A (or, to the extent applicable, its
                    Credit
                    Support Provider) does not have a long-term unsubordinated and
                    unsecured
                    debt rating of at least “BBB+” from S&P, the Valuation Agent shall
                    provide to S&P not later than the Notification Time on the Local
                    Business Day following each Valuation Date its calculations of
                    the Secured
                    Party’s Exposure and the S&P Value of any Eligible Credit Support or
                    Posted Credit Support for that Valuation Date. The Valuation
                    Agent shall
                    also provide to S&P any external marks received pursuant to the
                    preceding paragraph.

                


        

         

        
          	
                  (d)

                	
                  Conditions
                    Precedent and Secured Party’s Rights and
                    Remedies.
                    The following Termination Events will be a “Specified
                    Condition”
                    for the party specified (that party being the Affected Party
                    if the
                    Termination Event occurs with respect to that party): With respect
                    to
                    Party A: any Additional Termination Event with respect to which
                    Party A is
                    the sole Affected Party. With respect to Party B:
                    None.

                


        

         

        
          	
                  (e)

                	
                  Substitution.

                


        

         

        
          	 	
                  (i)

                	
                  “Substitution
                    Date”
                    has the meaning specified in Paragraph
                    4(d)(ii).

                


        

         

        
          	 	
                  (ii)

                	
                  Consent.
                    If
                    specified here as applicable, then the Pledgor must obtain the
                    Secured
                    Party’s consent for any substitution pursuant to Paragraph 4(d):
                    Inapplicable.

                


        

         

        
          	
                  (f)

                	
                  Dispute
                    Resolution.

                


        

         

        
          	 	
                  (i)

                	
                  “Resolution
                    Time”
                    means 11:00 a.m. New York time on the Local Business Day following
                    the
                    date on which the notice of the dispute is given under Paragraph
                    5.

                


        

         

        
          	 	
                  (ii)

                	
                  Value.
                    Notwithstanding anything to the contrary in Paragraph 12, for
                    the purpose
                    of Paragraphs 5(i)(C) and 5(ii), the S&P/DBRS Value, Moody’s First
                    Trigger Value, and the Moody’s Second Trigger Value, on any date, of
                    Eligible Collateral other than Cash will be calculated as follows:
                    

                


        

         

        For
          Eligible Collateral in the form of securities listed in Paragraph 13(b)(ii):
          the
          sum of (A) the product of (1)(x) the bid price at the Valuation Time for
          such
          securities on the principal national securities exchange on which such
          securities are listed, or (y) if such securities are not listed on a national
          securities exchange, the bid price for such securities quoted at the Valuation
          Time by any principal market maker for such securities selected by the
          Valuation
          Agent, or (z) if no such bid price is listed or quoted for such date, the
          bid
          price listed or quoted (as the case may be) at the Valuation Time for the
          day
          next preceding such date on which such prices were available and (2) the
          applicable Valuation Percentage for such Eligible Collateral, and (B) the
          accrued interest on such securities (except to the extent Transferred to
          the
          Pledgor pursuant to Paragraph 6(d)(ii) or included in the applicable price
          referred to in the immediately preceding clause (A)) as of such
          date.

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (iii)

                	
                  Alternative.
                    The provisions of Paragraph 5 will
                    apply.

                


        

         

        
          	
                  (g)

                	
                  Holding
                    and Using Posted
                    Collateral.

                


        

         

        
          	 	
                  (i)

                	
                  Eligibility
                    to Hold Posted Collateral; Custodians.  Party
                    B (or any Custodian) will be entitled to hold Posted Collateral
                    pursuant
                    to Paragraph 6(b). 

                


        

         

        Party
          B
          may appoint as Custodian (A) the entity then serving as Trustee or (B)
          any
          entity other than the entity then serving as Trustee if such other entity
          (or,
          to the extent applicable, its parent company or credit support provider)
          shall
          then have a long-term unsecured and unsubordinated debt rating of at least
“A+”
by S&P and at least “A1” by Moody’s.

         

        Initially,
          the Custodian
          for
          Party B is: the Trustee of the Trust.

         

        
          	 	
                  (ii)

                	
                  Use
                    of Posted Collateral. The
                    provisions of Paragraph 6(c)(i) will not apply to Party B, but
                    the
                    provisions of Paragraph 6(c)(ii) will apply to Party B.
                    

                


        

         

        
          	
                  (h)

                	
                  Distributions
                    and Interest Amount.

                


        

         

        
          	 	
                  (i)

                	
                  Interest
                    Rate.
                    The “Interest
                    Rate”
                    will be the actual interest rate earned on Posted Collateral
                    in the form
                    of Cash that is held by Party B or its Custodian. Posted Collateral
                    in the
                    form of Cash shall be invested in such overnight (or redeemable
                    within two
                    Local Business Days of demand) Permitted Investments rated at
                    least AAAm
                    or AAAm-G by S&P and Prime-1 by Moody’s or Aaa by Moody’s as directed
                    by Party A (unless (x) an Event of Default or an Additional Termination
                    Event has occurred with respect to which Party A is the defaulting
                    or sole
                    Affected Party or (y) an Early Termination Date has been designated,
                    in
                    which case such investment shall be held uninvested). Gains incurred
                    in
                    respect of any investment of Posted Collateral in the form of
                    Cash in
                    Permitted Investments as directed by Party A shall be for the
                    account of
                    Party A.

                


        

         

        
          	 	
                  (ii)

                	
                  Transfer
                    of Interest Amount.
                    The Transfer of the Interest Amount will be made on the second
                    Local
                    Business Day following the end of each calendar month and on
                    any other
                    Local Business Day on which Posted Collateral in the form of
                    Cash is
                    Transferred to the Pledgor pursuant to Paragraph 3(b); provided,
                    however,
                    that the obligation of Party B to Transfer any Interest Amount
                    to Party A
                    shall be limited to the extent that Party B has earned and received
                    such
                    funds and such funds are available to Party B.


                


        

         

        
          	 	
                  (iii)

                	
                  Alternative
                    to Interest Amount.
                    The provisions of Paragraph 6(d)(ii) will
                    apply.

                


        

         

        
          	
                  (i)

                	
                  Additional
                    Representation(s).
                    There are no additional representations by either
                    party.

                


        

         

        
          	
                  (j)

                	
                  Other
                    Eligible Support and Other Posted Support.

                


        

         

        
          	 	
                  (i)

                	
                  “Value”
                    with respect to Other Eligible Support and Other Posted Support
                    means: not
                    applicable. 

                


        

         

        
          	 	
                  (ii)

                	
                  “Transfer”
                    with respect to Other Eligible Support and Other Posted Support
                    means: not
                    applicable.

                


        

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        
          	
                  (k)

                	
                  Demands
                    and Notices.All
                    demands, specifications and notices under this Annex will be
                    made pursuant
                    to the Notices Section of this Agreement, except that any demand,
                    specification or notice shall be given to or made at the following
                    addresses, or at such other address as the relevant party may
                    from time to
                    time designate by giving notice (in accordance with the terms
                    of this
                    paragraph) to the other party:

                


        

         

        If
          to
          Party A, at the address specified pursuant to the Notices Section of this
          Agreement.

         

        If
          to
          Party B, at the address specified pursuant to the Notices Section of this
          Agreement. 

         

        
          	
                  (l)

                	
                  Address
                    for Transfers.
                    Each Transfer hereunder shall be made to the address specified
                    below or to
                    an address specified in writing from time to time by the party
                    to which
                    such Transfer will be made.

                


        

         

        Party
          A account details:

         

        For
          the
          account of The Royal Bank of Scotland Financial Markets Fixed Income and
          Interest Rate Derivative Operations, London SWIFT RBOSGB2RTCM with JPMorgan
          Chase Bank, New York CHASUS33, ABA # 021000021

        Account
          Number 400930153

         

        Party
          B’s Custodian account details for holding collateral:

        


        Party
          B account details:

        


        Wells
          Fargo Bank, NA

        ABA
          #
          121000248

        Account
          Name: SAS Clearing Account #3970771416

        FFC
          to:
          50983701, ACE 2007-WM1 Supplemental Interest Trust Account

        


        Party
          B’s Custodian account details:

        


        Wells
          Fargo Bank, NA

        ABA
          #
          121000248

        Account
          Name: SAS Clearing Account #3970771416FFC to: 50983701, ACE 2007-WM1
          Supplemental Interest Trust Account


         

        
          	
                  (m)

                	
                  Other
                    Provisions.

                


        

         

        
          	 	
                  (i)

                	
                  Collateral
                    Account.
                    Party B shall open and maintain a segregated account, which shall
                    be an
                    Eligible Account, and hold, record and identify all Posted Collateral
                    in
                    such segregated account.

                


        

         

        
          	 	
                  (ii)

                	
                  Agreement
                    as to Single Secured Party and Single Pledgor.
                    Party A and Party B hereby agree that, notwithstanding anything
                    to the
                    contrary in this Annex, (a) the term “Secured Party” as used in this Annex
                    means only Party B, (b) the term “Pledgor” as used in this Annex means
                    only Party A, (c) only Party A makes the pledge and grant in
                    Paragraph 2,
                    the acknowledgement in the final sentence of Paragraph 8(a) and
                    the
                    representations in Paragraph 9.

                


        

         

        
          	 	
                  (iii)

                	
                  Calculation
                    of Value.
                    Paragraph 4(c) is hereby amended by deleting the word “Value” and
                    inserting in lieu thereof “S&P/DBRS Value, Moody’s First Trigger
                    Value, Moody’s Second Trigger Value”. Paragraph 4(d)(ii) is hereby amended
                    by (A) deleting the words “a Value” and inserting in lieu thereof “an
                    S&P/DBRS Value, Moody’s First Trigger Value, and Moody’s Second
                    Trigger Value,” and (B) deleting the words “the Value” and inserting in
                    lieu thereof “S&P/DBRS Value, Moody’s First Trigger Value, and Moody’s
                    Second Trigger Value”. Paragraph 5 (flush language) is hereby amended by
                    deleting the word “Value” and inserting in lieu thereof “S&P/DBRS
                    Value, Moody’s First Trigger Value, and Moody’s Second Trigger Value.
                    Paragraph 5(i) (flush language) is hereby amended by deleting
                    the word
                    “Value” and inserting in lieu thereof “S&P/DBRS Value, Moody’s First
                    Trigger Value, or Moody’s Second Trigger Value. Paragraph 5(i)(C) is
                    hereby amended by deleting the word “the Value, if” and inserting in lieu
                    thereof “any one or more of the S&P/DBRS Value, Moody’s First Trigger
                    Value, or Moody’s Second Trigger Value, as the case may be”. Paragraph
                    5(ii) is hereby amended by (1) deleting the first instance of
                    the words
                    “the Value” and inserting in lieu thereof “any one or more of the
                    S&P/DBRS Value, Moody’s First Trigger Value, or Moody’s Second Trigger
                    Value and (2) deleting the second instance of the words “the Value” and
                    inserting in lieu thereof “such disputed S&P/DBRS Value, Moody’s First
                    Trigger Value, and Moody’s Second Trigger Value.” Each of Paragraph
                    8(b)(iv)(B) and Paragraph 11(a) is hereby amended by deleting
                    the word
                    “Value” and inserting in lieu thereof “least of the S&P/DBRS Value,
                    Moody’s First Trigger Value, and Moody’s Second Trigger Value.”
                    

                


        

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (iv)

                	
                  Form
                    of Annex. Party
                    A and Party B hereby agree that the text of Paragraphs 1 through
                    12,
                    inclusive, of this Annex is intended to be the printed form of
                    ISDA Credit
                    Support Annex (Bilateral Form - ISDA Agreements Subject to New
                    York Law
                    Only version) as published and copyrighted in 1994 by the International
                    Swaps and Derivatives Association,
                    Inc.

                


        

         

        
          	 	
                  (v)

                	
                  Events
                    of Default.
                    Paragraph 7 will not apply to cause any Event of Default to exist
                    with
                    respect to Party B except that Paragraph 7(i) will apply to Party
                    B solely
                    in respect of Party B’s obligations under Paragraph 3(b) of the Credit
                    Support Annex. Notwithstanding anything to the contrary in Paragraph
                    7,
                    any failure by Party A to comply with or perform any obligation
                    to be
                    complied with or performed by Party A under the Credit Support
                    Annex shall
                    only be an Event of Default if (A) a
                    Required Ratings Downgrade Event has occurred and been continuing
                    for 30
                    or more Local Business Days, and (B) such failure is not remedied
                    on or
                    before the third Local Business Day after notice of such failure
                    is given
                    to Party A.

                


        

         

        
          	 	
                  (vi)

                	
                  Expenses.
                    Notwithstanding anything to the contrary in Paragraph 10, the
                    Pledgor will
                    be responsible for, and will reimburse the Secured Party for,
                    all transfer
                    and other taxes and other costs involved in any Transfer of Eligible
                    Collateral.

                


        

         

        
          	 	
                  (vii)

                	
                  Withholding.
                    Paragraph 6(d)(ii) is hereby amended by inserting immediately
                    after “the
                    Interest Amount” in the fourth line thereof the words “less any applicable
                    withholding taxes.”

                


        

         

        
          	 	
                  (viii)

                	
                  [Reserved]

                


        

         

        
          	
                	(ix)	
                  Additional
                    Definitions.
                    As used in this Annex:

                


        

         

        “Collateral
          Event” means
          that no Relevant Entity has credit ratings at least equal to the Approved
          Ratings Threshold.

         

        “DBRS” means
          Dominion Bona Rating Service.

         

        “DV01”
          means,
          with respect to a Transaction and any date of determination, the estimated
          change in the Secured Party’s Transaction Exposure with respect to such
          Transaction that would result from a one basis point change in the relevant
          swap
          curve on such date, as determined by the Valuation Agent in good faith
          and in a
          commercially reasonable manner. The Valuation Agent shall, upon request
          of Party
          B, provide to Party B a statement showing in reasonable detail such
          calculation.

         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

        “Exposure”
          has the
          meaning specified in Paragraph 12, except that after the word “Agreement” the
          words “(assuming, for this purpose only, that Part 1(f) of the Schedule is
          deleted)” shall be inserted. 

         

        “Local
          Business Day”
means,
          for purposes of this Annex: any day on which (A) commercial banks are open
          for
          business (including dealings in foreign exchange and foreign currency deposits)
          in New York and the location of Party A, Party B and any Custodian, and
          (B) in
          relation to a Transfer of Eligible Collateral, any day on which the clearance
          system agreed between the parties for the delivery of Eligible Collateral
          is
          open for acceptance and execution of settlement instructions (or in the
          case of
          a Transfer of Cash or other Eligible Collateral for which delivery is
          contemplated by other means a day on which commercial banks are open for
          business (including dealings in foreign exchange and foreign deposits)
          in New
          York and the location of Party A, Party B and any Custodian. 

         

        “Moody’s
          First Trigger Ratings Event” means
          that no Relevant Entity has credit ratings from Moody’s at least equal to the
          Moody’s First Trigger Ratings Threshold.

         

        “Moody’s
          First Trigger Credit Support Amount” means,
          for any Valuation Date, the excess, if any, of

         

        
          	 	
                  (I)

                	
                  (A)

                	
                  for
                    any Valuation Date on which (I) a Moody’s First Trigger Ratings Event has
                    occurred and has been continuing (x) for at least 30 Local Business
                    Days
                    or (y) since this Annex was executed and (II) it is not the case
                    that a
                    Moody’s Second Trigger Ratings Event has occurred and been continuing
                    for
                    at least 30 Local Business Days, an amount equal to the greater
                    of (a)
                    zero and (b) the sum of (i) the Secured Party’s Exposure for such
                    Valuation Date and (ii) the sum, for each Transaction to which
                    this Annex
                    relates, of 

                


        

         

        the
          lesser of (x) the product of the Moody’s First Trigger DV01 Multiplier and DV01
          for such Transaction and such Valuation Date and (y) the product of Moody’s
          First Trigger Notional Amount Multiplier and the Notional Amount for such
          Transaction for the Calculation Period (each as defined in the related
          Confirmation) which includes such Valuation Date; or 

         

        
          	 	
                  (B)

                	
                  for
                    any other Valuation Date, zero,
                    over

                


        

         

        
          	
                	(II)	
                  the
                    Threshold for Party A such Valuation
                    Date.

                


        

         

        “Moody’s
          First Trigger DV01 Multiplier”
          means
          15.

         

        “Moody’s
          First Trigger Value”
          means,
          on any date and with respect to any Eligible Collateral other than Cash,
          the bid
          price obtained by the Valuation Agent multiplied by the Moody’s First Trigger
          Valuation Percentage for such Eligible Collateral set forth in Paragraph
          13(b)(ii).

         

        “Moody’s
          First Trigger Notional Amount Multiplier”
          means
          2%.

         

        “Moody’s
          Second Trigger Event” means
          that no Relevant Entity has credit ratings from Moody’s at least equal to the
          Moody’s Second Trigger Ratings Threshold.

         

        “Moody’s
          Second Trigger Credit Support Amount”
          means,
          for any Valuation Date, the excess, if any, of

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (I)

                	
                  (A)

                	
                  for
                    any Valuation Date on which it is the case that a Moody’s Second Trigger
                    Event has occurred and been continuing for at least 30 Local
                    Business
                    Days, an amount equal to the greatest of (a) zero, (b) the aggregate
                    amount of the next payment due to be paid by Party A under each
                    Transaction to which this Annex relates, and (c) the sum of (x)
                    the
                    Secured Party’s Exposure for such Valuation Date and (y) the sum, for each
                    Transaction to which this Annex relates, of


                


        

         

        (1)
          if
          such Transaction is not a Transaction-Specific Hedge, 

         

        the
          lesser of (i) the product of the Moody’s Second Trigger DV01 Multiplier and DV01
          for such Transaction and such Valuation Date and (ii) the product of the
          Moody’s
          Second Trigger Notional Amount Multiplier and the Notional Amount for such
          Transaction for the Calculation Period which includes such Valuation Date;
          or

         

        (2)
          if
          such Transaction is a Transaction-Specific Hedge, 

         

        the
          lesser of (i) the product of the Moody’s Second Trigger Transaction-Specific
          Hedge DV01 Multiplier and DV01 for such Transaction and such Valuation
          Date and
          (ii) the product of the Moody’s Second Trigger Transaction-Specific Hedge
          Notional Amount Multiplier and the Notional Amount for such Transaction
          for the
          Calculation Period (each as defined in the related Confirmation) which
          includes
          such Valuation Date; or 

         

        
          	 	
                  (B)

                	
                  for
                    any other Valuation Date, zero,
                    over

                


        

         

        
          	
                	(II)	
                  the
                    Threshold for Party A for such Valuation
                    Date.

                


        

         

        “Moody’s
          Second Trigger DV01 Multiplier”
          means
          50.

         

        “Moody’s
          Second Trigger Transaction-Specific Hedge DV01
          Multiplier”
          means
          65.

         

        “Moody’s
          Second Trigger Transaction-Specific Hedge Notional Amount
          Multiplier”
          means
          10%.

         

        “Moody’s
          Second Trigger Value”
          means,
          on any date and with respect to any Eligible Collateral other than Cash,
          the bid
          price obtained by the Valuation Agent multiplied by the Moody’s Second Trigger
          Valuation Percentage for such Eligible Collateral set forth in Paragraph
          13(b)(ii).

         

        “Moody’s
          Second Trigger Notional Amount Multiplier”
          means
          8%.

         

        “Remaining
          Weighted Average Maturity” means,
          with respect to a Transaction, the expected weighted average maturity for
          such
          Transaction as determined by the Valuation Agent. 

         

        “S&P/DBRS
          Approved Ratings Downgrade Event”
          means
          that no Relevant Entity has credit ratings at least equal to the S&P
          Approved Ratings Threshold and the DBRS Approved Ratings Threshold.

         

        “S&P/DBRS
          Credit Support Amount”
          means,
          for any Valuation Date, the excess, if any, of

         

        
          	 	
                  (I)

                	
                  (A)
                    

                	
                  for
                    any Valuation Date on which (i) an S&P/DBRS Approved Ratings Downgrade
                    Event has occurred and been continuing for at least 30 days,
                    or (ii) a
                    S&P/DBRS Required Ratings Downgrade Event has occurred and is
                    continuing, an amount equal to the sum of (1) 100.0% of the Secured
                    Party’s Exposure for such Valuation Date and (2) the sum, for each
                    Transaction to which this Annex relates, of the product of the
                    Volatility
                    Buffer for such Transaction and the Notional Amount of such Transaction
                    for the Calculation Period of such Transaction (each as defined
                    in the
                    related Confirmation) which includes such Valuation Date, or
                    

                


        

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

        

         

        
          	 	
                  (B)

                	
                  for
                    any other Valuation Date, zero,
                    over

                


        

         

        
          	
                	(II)	
                  the
                    Threshold for Party A for such Valuation
                    Date.

                


        

         

        “S&P/DBRS
          Required Ratings Downgrade Event”
          means
          that no Relevant Entity has credit ratings at least equal to the S&P
          Required Ratings Threshold and the DBRS Required Ratings Threshold. 

         

        “S&P/DBRS
          Value”
          means,
          on any date and with respect to any Eligible Collateral other than Cash,
          the
          product of (A) the bid price obtained by the Valuation Agent for such Eligible
          Collateral and (B) the S&P/DBRS Valuation Percentage for such Eligible
          Collateral set forth in paragraph 13(b)(ii).

         

        “Transaction
          Exposure”
          means,
          for any Transaction, Exposure determined as if such Transaction were the
          only
          Transaction between the Secured Party and the Pledgor.

         

        “Transaction-Specific
          Hedge” means
          any
          Transaction that is (i) an interest rate swap in respect of which (x) the
          notional amount of the interest rate swap is “balance guaranteed” or (y) the
          notional amount of the interest rate swap for any Calculation Period (as
          defined
          in the related Confirmation) otherwise is not a specific dollar amount
          that is
          fixed at the inception of the Transaction, (ii) an interest rate cap, (iii)
          an
          interest rate floor or (iv) an interest rate swaption.

         

        “Valuation
          Percentage”
          shall
          mean, for purposes of determining the S&P/DBRS
          Value, Moody’s First Trigger Value, or Moody’s Second Trigger Value with respect
          to any Eligible Collateral or Posted Collateral, the applicable S&P/DBRS
          Valuation Percentage, Moody’s First Trigger Valuation Percentage, or Moody’s
          Second Trigger Valuation Percentage, for such Eligible Collateral or Posted
          Collateral, respectively, in each case as set forth in Paragraph
          13(b)(ii).

         

        “Value”
          shall
          mean, in respect of any date, the related S&P/DBRS
          Value, the related Moody’s First Trigger Value, an the related Moody’s Second
          Trigger Value.

         

        “Volatility
          Buffer”
          means,
          for any Transaction, the related percentage set forth in the following
          table.


         

        
          	
                  The
                    higher of the S&P credit rating of (i) Party A and (ii) the Credit
                    Support Provider of Party A, if applicable

                	 	
                  Remaining
                    Weighted Average Maturity 

                  up
                    to 3 years

                	 	
                  Remaining
                    Weighted Average Maturity

                  up
                    to 5 years

                	 	
                  Remaining
                    Weighted Average Maturity

                  up
                    to 10 years

                	 	
                  Remaining
                    Weighted Average Maturity

                  up
                    to 30 years

                	 
	
                  “A-2”
                    or higher

                	 	 	
                  2.75

                	
                  %

                	 	
                  3.25

                	
                  %

                	 	
                  4.00

                	
                  %

                	 	
                  4.75

                	
                  %

                
	
                  “A-3”

                	 	 	
                  3.25

                	
                  %

                	 	
                  4.00

                	
                  %

                	 	
                  5.00

                	
                  %

                	 	
                  6.25

                	
                  %

                
	
                  “BB+”
                    or
                    lower

                	 	 	
                  3.50

                	
                  %

                	 	
                  4.50

                	
                  %

                	 	
                  6.75

                	
                  %

                	 	
                  7.50

                	
                  %

                


        

        


        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

         

        [Remainder
          of this page intentionally left blank]

         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        


        IN
          WITNESS WHEREOF, the parties have executed this Annex by their duly authorized
          representatives as of the date of the Agreement.

         

        
          	
                  The
                    Royal Bank of Scotland plc 

                  By:
                    Greenwich Capital Markets, Inc., its agent

                   

                   

                	
                  HSBC
                    Bank USA, National Association, not individually, but solely
                    as Trustee on
                    behalf of the ACE Securities Corp. Home Equity Loan Trust, Series
                    2007-WM1
                    Asset Backed Pass-Through Certificates

                   

                   

                
	
                  By: /s/:
                    Deborah Pfeifer

                  
                    

                  

                  Name
                    Deborah Pfeifer

                  Title:
                    Vice President

                  Date:
                    1/29/07

                	
                  By: /s/:
                    Fernando Acebedo

                  
                    

                  

                  Name:
                    Fernando Acebedo

                  Title:
                    Vice President

                  Date:
                    1/29/07

                


        

        


        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

           

        

      

                                                      <
font id="TAB2" style="LETTER-SPACING: 9pt">                                    

         

        Financial
          Markets

        280
          Bishopsgate

        London
          EC2M 4RB

        

          
            	
                    Date:

                  	 	
                    January
                      29, 2007

                  
	 	 	 
	
                    To:

                  	 	
                    HSBC
                      Bank USA, National Association, not individually, but solely
                      on behalf of
                      the

                  
	 	 	
                    ACE
                      Securities Corp. Home Equity Loan Trust, Series 2007-WM1 Asset
                      Backed

                  
	 	 	
                    Pass-Through
                      Certificates

                  
	 	 	 
	
                    Attention:

                  	 	
                    Wells
                      Fargo Bank, National Association

                  
	 	 	
                    9062
                      Old Annapolis Road

                  
	 	 	
                    Columbia,
                      Maryland 21045

                  
	 	 	
                    Tel:
                      410-884-2000

                  
	 	 	
                    Attn:
                      Client Manager, ACE 2007-WM1

                  
	 	 	
                    Fax:
                      410-715-2380

                  
	 	 	 
	
                    From:

                  	 	
                    The
                      Royal Bank of Scotland plc

                  
	 	 	
                    c/o
                      RBS Financial Markets

                  
	 	 	
                    Level
                      7, 135 Bishopsgate

                  
	 	 	
                    London
                      EC2M 3UR

                  
	 	 	
                    Attn:
                      Head of Legal, Financial Markets

                  
	 	 	
                    Tel:
                      44 207 085 5000

                  
	 	 	
                    Fax:
                      44 207 085 8411

                  
	 	 	 
	
                    Copy
                      To:

                  	 	
                    600
                      Steamboat Road

                  
	 	 	
                    Greenwich,
                      CT 06830

                  
	 	 	
                    Attn:
                      Legal Department - Derivatives Documentation

                  
	 	 	
                    Tel.:
                      203-618-2531/32

                  
	 	 	
                    Fax:
                      203-618-2533/34

                  
	 	 	 
	
                    Our
                      Reference No.:

                  	 	
                    IRG16176975

                  
	 	 	 
	
                    Re:

                  	 	
                    Interest
                      Rate Cap Transaction

                  


          

        

      

       

      Ladies
        and Gentlemen:

      


      The
        purpose of this letter agreement is to set forth the terms and conditions
        of the
        Transaction entered into between Royal Bank of Scotland plc (“Party A”) and HSBC
        Bank USA, National Association, not individually, but solely as trustee on
        behalf of the ACE Securities Corp. Home Equity Loan Trust, Series 2007-WM1
        Asset
        Backed Pass-Through Certificates (the “Trust”) (“Party B”) created under the
        Pooling and Servicing Agreement on the Trade Date specified below (the
“Transaction”). This letter agreement constitutes a “Confirmation” as referred
        to in the Agreement specified below.

      


      The
        definitions and provisions contained in the 2000 ISDA Definitions (the
“Definitions”) as published by the International Swaps and Derivatives
        Association, Inc. are incorporated by reference herein. In the event of any
        inconsistency between the Definitions and this Confirmation, this Confirmation
        will govern.

      


      For
        the
        purpose of this Confirmation, all references in the Definitions or the Agreement
        to a “Swap Transaction” shall be deemed to be references to this
        Transaction.

      


      
        	1.	
                This
                  Confirmation supplements, forms part of, and is subject to, ISDA
                  Master
                  Agreement dated as of January 29, 2007 (as the same may be amended
                  or
                  supplemented from time to time, the “Agreement”), between
                  Party A and Party B. All provisions contained in the Agreement
                  shall
                  govern this Confirmation except as expressly modified
                  below.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


      
        	2.	
                The
                  terms of the particular Transaction to which this Confirmation
                  relates are
                  as follows:

              


      

       

      
        
          	
                  Notional
                    Amount:

                	 	
                  With
                    respect to any Calculation Period, the lesser of (i) the amount
                    set forth
                    for such period on Schedule I attached hereto and (ii) the aggregate
                    Certificate Principal Balance of the Class A-1 Certificates,
                    and the
                    Mezzanine Certificates and the Class CE Certificates (together,
                    the
                    “Certificates”) immediately preceding the Distribution Date which occurs
                    in the calendar month of the Floating Rate Payer Payment Date
                    for such
                    Calculation Period (determined for this purpose without regard
                    to any
                    adjustment of the Floating Rate Payer Payment Date or Distribution
                    Date
                    relating to business days) (the “Relevant Balance”).

                   

                  
                    The
                      Securities Administrator shall make available each month on
                      its website a
                      statement containing the Relevant Balance at least five (5)
                      Business Days
                      prior to the related Floating Rate Payer Payment Date, and
                      Party A shall
                      be entitled to rely conclusively upon such statement. The Securities
                      Administrator’s internet website is located at www.ctslink.com and
                      assistance in using the website can be obtained by calling
                      (301) 815-6600.
                      

                     

                    
                      Any
                        payment by Party A to Party B in excess of the amount due
                        under this
                        Transaction on any Floating Rate Payer Payment Date (as a
                        result of the
                        Notional Amount for the related Calculation Period being
                        other than the
                        amount set forth in Schedule I hereto for such Calculation
                        Period) shall
                        be returned by Party B to Party A as soon as Party B becomes
                        aware of such
                        overpayment. Other than the return of such overpayment, neither
                        Party B
                        nor Party A shall incur any penalty or liability hereunder
                        with respect to
                        such overpayment.

                    

                  

                
	 	 	 
	
                  Trade
                    Date:

                	 	
                  January
                    19, 2007

                
	 	 	 
	
                  Effective
                    Date:

                	 	
                  January
                    29, 2007

                
	 	 	 
	
                  Termination
                    Date:

                	 	
                  July
                    25, 2007, subject to adjustment in accordance with the
                    Business Day Convention.

                


        

         

        
          Fixed
            Amounts: 

           

          
            
              	
                      Fixed
                        Rate Payer:

                    	 	
                      Party
                        B

                    
	 	 	 
	
                      Fixed
                        Rate Payer Payment Date:

                    	 	
                      January
                        29, 2007

                    
	 	 	 
	
                      Fixed
                        Amount:

                    	 	
                      USD
                        3,000.00

                    


            

          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Floating
        Amounts:

       

      
        
          	
                  Floating
                    Rate Payer:

                	 	
                  Party
                    A

                
	
                   

                	 	 
	
                  Strike
                    Rate:

                	 	
                  As
                    set forth in Schedule A

                
	 	 	 
	
                  Floating
                    Rate Payer Period End Dates:

                	 	
                  The
                    25th day of each month, commencing February 25,

                  2007,
                    through and including the Termination Date, subject

                  to
                    adjustment in accordance with the Business Day

                  Convention.

                
	 	 	 
	
                  Floating
                    Rate Payer Payment Dates:

                	 	
                  Early
                    Payment shall be applicable. The Floating Rate

                  Payer
                    Payment Dates shall be one (1) Business Day prior

                  to
                    each Floating Rate Payer Period End Date.

                
	 	 	 
	
                  Floating
                    Rate Option:

                	 	
                  USD-LIBOR-BBA.

                
	 	 	 
	
                  Designated
                    Maturity:

                	 	
                  1
                    month

                
	
                   

                	 	 
	
                  Spread:

                	 	
                  None

                
	 	 	 
	
                  Floating
                    Rate Day Count Fraction:

                	 	
                  Actual/360

                
	 	 	 
	
                  Reset
                    Dates:

                	 	
                  The
                    first day of each Calculation Period

                
	 	 	 
	
                  Compounding:

                	 	
                  Inapplicable:

                


        

      

       

      
        	
                Calculation
                  Agent:

              	 	
                Party
                  A

              
	 	 	 
	
                Business
                  Days:

              	 	
                New
                  York

              
	 	 	 
	
                Business
                  Day Convention

              	 	
                Following

              


      

       

      
        
          	3.	
                  Account
                    Details:

                


        

         

      

      Account
        Details for Party A:

      


      For
        the
        account of The Royal Bank of Scotland

      Financial
        Markets Fixed Income and Interest Rate

      Derivative
        Operations, London SWIFT RBOSGB2RTCM

      with
        JPMorgan Chase Bank, New York CHASUS33

      ABA
        #
        021000021

      Account
        Number 400930153

      


      Account
        Details for Party B:

      


      Wells
        Fargo Bank, NA

      ABA
        #
        121000248

      Account
        Name: SAS Clearing Account #3970771416

      FFC
        to:
        50983701, ACE 2007-WM1 Reserve Fund

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	4.	
                Offices:

              


      

      


      The
        Office of Party A for this Transaction is London, England

      


      
        	
                5.

              	
                It
                  is expressly understood and agreed by the parties hereto that (i)
                  this
                  Confirmation is executed and delivered by HSBC Bank USA, National
                  Association, not individually or personally but solely as trustee
                  of the
                  Trust, in the exercise of the powers and authority conferred and
                  vested in
                  it under the Pooling and Servicing Agreement, (ii) each of the
                  representations, undertakings and agreements herein made on the
                  part of
                  the Trust is made and intended not as personal representations,
                  undertakings and agreements by HSBC Bank USA, National Association
                  but is
                  made and intended for the purpose of binding only the Trust, (iii)
                  nothing
                  herein contained shall be construed as creating any liability on
                  the part
                  of HSBC Bank USA, National Association, individually or personally,
                  to
                  perform any covenant either expressed or implied contained herein,
                  all
                  such liability, if any, being expressly waived by the parties hereto
                  and
                  by any Person claiming by, through or under the parties hereto
                  and (iv)
                  under no circumstances shall HSBC Bank USA, National Association
                  be
                  personally liable for the payment of any indebtedness or expenses
                  of the
                  Trust or be liable for the breach or failure of any obligation,
                  representation, warranty or covenant made or undertaken by Party
                  B under
                  this Confirmation or any other related
                  documents.

              


      

      


      
        	
                6.

              	
                Agency
                  Role of Greenwich Capital Markets, Inc. This Transaction has been
                  entered
                  into by Greenwich Capital Markets, Inc., as agent for The Royal
                  Bank of
                  Scotland plc. Greenwich Capital Markets, Inc. has not guaranteed
                  and is
                  not otherwise responsible for the obligations of Party A under
                  this
                  Transaction.

              


      

      


      [Signature
        Page Immediately Follows]

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      Please
        promptly confirm that the foregoing correctly sets forth the terms of the
        Transaction entered into between us by executing this Confirmation and returning
        it to us by facsimile to:

       

      The
        Royal
        Bank of Scotland plc

      Attention:
        Derivatives Documentation

      Fax:
        0207
        375 6724 / 6486 Phone: 0207 375 4225

       

      
        	 	 	 	 
	
                For
                  and on behalf of 

                ROYAL
                  BANK OF SCOTLAND PLC

                By:
                  Greenwich Capital Markets, Inc., its agent

              	 	 	
                For
                  and on behalf of

                HSBC
                  Bank USA, National Association, not individually, but solely as
                  trustee on
                  behalf of the ACE Securities Corp. Home Equity Loan Trust, Series
                  2007-WM1
                  Asset Backed Pass-Through Certificates

              
	
                /s/
Deborah
                  Pfeifer         
                  

              	 	 	/s/
                Fernando Acebedo        
                
	Name:
                Deborah
                Pfeifer
Title: Vice
                President

                Date:
                  1/29/07

              	
              	
              	
                Name:
                  Fernando Acebedo
Title: Vice
                  President

                Date:
                  1/29/07

              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      
SCHEDULE
        I

      


      All
        dates
        subject to adjustment in accordance with the Following Business Day
        Convention.

      

        
          	
                  From
                    and including:

                	 	
                  To
                    but excluding:

                	 	
                  Notional
                    Amount (USD):

                	 	
                  Strike
                    Rate

                
	 	 	 	 	 	 	 
	
                  1/29/2007

                	
                   

                	
                  2/25/2007

                	
                   

                	
                  269,666,888.00

                	
                   

                	
                  
                    7.50%

                  

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                
	
                  2/25/2007

                	
                   

                	
                  3/25/2007

                	
                   

                	
                  266,417,791.00

                	
                   

                	
                  
                    7.50%

                  

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                
	
                  3/25/2007

                	
                   

                	
                  4/25/2007

                	
                   

                	
                  262,714,268.00

                	
                   

                	
                  
                    7.50%

                  

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                
	
                  4/25/2007

                	
                   

                	
                  5/25/2007

                	
                   

                	
                  258,565,318.00

                	
                   

                	
                  
                    7.50%

                  

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                
	
                  5/25/2007

                	
                   

                	
                  6/25/2007

                	
                   

                	
                  253,982,352.00

                	
                   

                	
                  
                    7.50%

                  

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                
	
                  6/25/2007

                	
                   

                	
                  7/25/2007

                	
                   

                	
                  248,979,177.00

                	
                   

                	
                  
                    7.50%

                  

                
	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                	
                   

                


        

      

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      

      


      Financial
        Markets

      280
        Bishopsgate

      London
        EC2M 4RB

      


      
        	
                Date:

              	
                January
                  29, 2007

              
	 	 
	
                To:

              	
                HSBC
                  Bank USA, National Association, not individually, but solely on
                  behalf of
                  the ACE Securities Corp. Home Equity Loan Trust, Series 2007-WM1
                  Asset
                  Backed Pass-Through Certificates

              
	 	 
	
                Attention:

              	
                Wells
                  Fargo Bank, National Association

              
	 	
                9062
                  Old Annapolis Road

              
	 	
                Columbia,
                  Maryland 21045

              
	 	
                Tel:
                  410-884-2000

              
	 	
                Attn:
                  Client Manager, ACE 2007-WM1

              
	 	
                Fax:
                  410-715-2380

              
	 	 
	
                From:

              	
                The
                  Royal Bank of Scotland plc

              
	 	
                c/o
                  RBS Financial Markets

              
	 	
                Level
                  7, 135 Bishopsgate

              
	 	
                London
                  EC2M 3UR

              
	 	
                Attn:
                  Head of Legal, Financial Markets 

              
	 	
                Tel:
                  44 207 085 5000

              
	 	
                Fax:
                  44 207 085 8411

              
	 	 
	
                Copy
                  To:

              	
                600
                  Steamboat Road

              
	 	
                Greenwich,
                  CT 06830

              
	 	
                Attn:
                  Legal Department - Derivatives Documentation

              
	 	
                Tel.:
                  203-618-2531/32

              
	 	
                Fax:
                  203-618-2533/34

              
	 	 
	
                Our
                  Reference No.:

              	
                IRG16176979

              
	 	 
	
                Re:

              	
                Interest
                  Rate Cap Transaction

              


      

      


      Ladies
        and Gentlemen:

      


      The
        purpose of this letter agreement is to set forth the terms and conditions
        of the
        Transaction entered into between Royal Bank of Scotland plc (“Party A”) and HSBC
        Bank USA, National Association, not individually, but solely as trustee on
        behalf of the ACE Securities Corp. Home Equity Loan Trust, Series 2007-WM1
        Asset
        Backed Pass-Through Certificates (the “Trust”) (“Party B”) created under the
        Pooling and Servicing Agreement on the Trade Date specified below (the
“Transaction”). This letter agreement constitutes a “Confirmation” as referred
        to in the Agreement specified below.

      


      The
        definitions and provisions contained in the 2000 ISDA Definitions (the
“Definitions”) as published by the International Swaps and Derivatives
        Association, Inc. are incorporated by reference herein. In the event of any
        inconsistency between the Definitions and this Confirmation, this Confirmation
        will govern.

      


      For
        the
        purpose of this Confirmation, all references in the Definitions or the Agreement
        to a “Swap Transaction” shall be deemed to be references to this
        Transaction.

      


      
        	1.	
                This
                  Confirmation supplements, forms part of, and is subject to, ISDA
                  Master
                  Agreement dated as of January 29, 2007 (as the same may be amended
                  or
                  supplemented from time to time, the “Agreement”), between Party A and
                  Party B. All provisions contained in the Agreement shall govern
                  this
                  Confirmation except as expressly modified
                  below.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	2.	
                The
                  terms of the particular Transaction to which this Confirmation
                  relates are
                  as follows:

              


      

      

        
          	
                  Notional
                    Amount:

                	
                  With
                    respect to any Calculation Period, the lesser of (i) the amount
                    set forth
                    for such period on Schedule I attached hereto and (ii) the aggregate
                    Certificate Principal Balance of the Class A-2 Certificates,
                    and the
                    Mezzanine Certificates and the Class CE Certificates (together,
                    the
                    “Certificates”) immediately preceding the Distribution Date which occurs
                    in the calendar month of the Floating Rate Payer Payment Date
                    for such
                    Calculation Period (determined for this purpose without regard
                    to any
                    adjustment of the Floating Rate Payer Payment Date or Distribution
                    Date
                    relating to business days) (the “Relevant Balance”).

                
	 	 
	 	
                  The
                    Securities Administrator shall make available each month on its
                    website a
                    statement containing the Relevant Balance at least five (5) Business
                    Days
                    prior to the related Floating Rate Payer Payment Date, and Party
                    A shall
                    be entitled to rely conclusively upon such statement. The Securities
                    Administrator’s internet website is located at www.ctslink.com and
                    assistance in using the website can be obtained by calling (301)
                    815-6600.
                    

                
	 	 
	 	
                  Any
                    payment by Party A to Party B in excess of the amount due under
                    this
                    Transaction on any Floating Rate Payer Payment Date (as a result
                    of the
                    Notional Amount for the related Calculation Period being other
                    than the
                    amount set forth in Schedule I hereto for such Calculation Period)
                    shall
                    be returned by Party B to Party A as soon as Party B becomes
                    aware of such
                    overpayment. Other than the return of such overpayment, neither
                    Party B
                    nor Party A shall incur any penalty or liability hereunder with
                    respect to
                    such overpayment.

                
	 	 
	
                  Trade
                    Date:

                	
                  January
                    19, 2007

                
	 	 
	
                  Effective
                    Date:

                	
                  January
                    29, 2007

                
	 	 
	
                  Termination
                    Date:

                	
                  July
                    25, 2007, subject to adjustment in accordance with the Business
                    Day
                    Convention.

                
	 	 
	
                  Fixed
                    Amounts: 

                	 
	 	 


        

        
          
            	
                    Fixed
                      Rate Payer:

                  	
                    Party
                      B

                  
	 	 
	
                    Fixed
                      Rate Payer Payment Date:

                  	
                    January
                      29, 2007

                  
	 	 
	
                    Fixed
                      Amount:

                  	
                    USD
                      3,000.00 

                  
	 	 


          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  Floating
                    Amounts: 

                	 
	 	 
	
                  Floating
                    Rate Payer:

                	
                  Party
                    A

                
	 	 
	
                  Strike
                    Rate:

                	
                  As
                    set forth in Schedule A

                
	 	 
	
                  Floating
                    Rate Payer Period End Dates:

                	
                  The
                    25th day of each month, commencing February 25, 2007, through
                    and
                    including the Termination Date, subject to adjustment in accordance
                    with
                    the Business Day Convention.

                
	 	 
	
                  Floating
                    Rate Payer Payment Dates:

                	
                  Early
                    Payment shall be applicable. The Floating Rate Payer Payment
                    Dates shall
                    be one (1) Business Day prior to each Floating Rate Payer Period
                    End
                    Date.

                
	 	 
	
                  Floating
                    Rate Option:

                	
                  USD-LIBOR-BBA.

                
	 	 
	
                  Designated
                    Maturity:

                	
                  1
                    month

                
	 	 
	
                  Spread:

                	
                  None

                
	 	 
	
                  Floating
                    Rate Day Count Fraction:

                	
                  Actual/360

                
	 	 
	
                  Reset
                    Dates:

                	
                  The
                    first day of each Calculation Period

                
	 	 
	
                  Compounding:

                	
                  Inapplicable:

                
	 	 
	
                  Calculation
                    Agent:

                	
                  Party
                    A

                
	 	 
	
                  Business
                    Days:

                	
                  New
                    York

                
	 	 
	
                  Business
                    Day Convention

                	
                  Following

                


        

      

       

      
        	3.	
                Account
                  Details:

              


      

      


      Account
        Details for Party A:

      


      For
        the
        account of The Royal Bank of Scotland

      Financial
        Markets Fixed Income and Interest Rate

      Derivative
        Operations, London SWIFT RBOSGB2RTCM

      with
        JPMorgan Chase Bank, New York CHASUS33

      ABA
        #
        021000021

      Account
        Number 400930153

      


      Account
        Details for Party B:

      


      Wells
        Fargo Bank, NA

      ABA
        #
        121000248

      Account
        Name: SAS Clearing Account #3970771416

      FFC
        to:
        50983701, ACE 2007-WM1 Reserve Fund

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        	4.	
                Offices:

              


      

      


      The
        Office of Party A for this Transaction is London, England

      


      
        	
                5.

              	
                It
                  is expressly understood and agreed by the parties hereto that (i)
                  this
                  Confirmation is executed and delivered by HSBC Bank USA, National
                  Association, not individually or personally but solely as trustee
                  of the
                  Trust, in the exercise of the powers and authority conferred and
                  vested in
                  it under the Pooling and Servicing Agreement, (ii) each of the
                  representations, undertakings and agreements herein made on the
                  part of
                  the Trust is made and intended not as personal representations,
                  undertakings and agreements by HSBC Bank USA, National Association
                  but is
                  made and intended for the purpose of binding only the Trust, (iii)
                  nothing
                  herein contained shall be construed as creating any liability on
                  the part
                  of HSBC Bank USA, National Association, individually or personally,
                  to
                  perform any covenant either expressed or implied contained herein,
                  all
                  such liability, if any, being expressly waived by the parties hereto
                  and
                  by any Person claiming by, through or under the parties hereto
                  and (iv)
                  under no circumstances shall HSBC Bank USA, National Association
                  be
                  personally liable for the payment of any indebtedness or expenses
                  of the
                  Trust or be liable for the breach or failure of any obligation,
                  representation, warranty or covenant made or undertaken by Party
                  B under
                  this Confirmation or any other related
                  documents.

              


      

      


      
        	
                6.

              	
                Agency
                  Role of Greenwich Capital Markets, Inc. This Transaction has been
                  entered
                  into by Greenwich Capital Markets, Inc., as agent for The Royal
                  Bank of
                  Scotland plc. Greenwich Capital Markets, Inc. has not guaranteed
                  and is
                  not otherwise responsible for the obligations of Party A under
                  this
                  Transaction.

              


      

      


      [Signature
        Page Immediately Follows]

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      


      Please
        promptly confirm that the foregoing correctly sets forth the terms of the
        Transaction entered into between us by executing this Confirmation and returning
        it to us by facsimile to:

      


      The
        Royal
        Bank of Scotland plc

      Attention:
        Derivatives Documentation

      Fax:
        0207
        375 6724 / 6486 Phone: 0207 375 4225

       

      
        	
                For
                  and on behalf of 

                ROYAL
                  BANK OF SCOTLAND PLC

                By:
                  Greenwich Capital Markets, Inc., its agent 

              	 	 	
                For
                  and on behalf of

                HSBC
                  Bank USA, National Association, not individually, but solely as
                  trustee on
                  behalf of the ACE Securities Corp. Home Equity Loan Trust, Series
                  2007-WM1
                  Asset Backed Pass-Through Certificates 

              
	 	 	 	 
	/s/ Deborah
                Pfeifer 	 	 	
                /s/
                  Fernando Acebedo

              
	
                

                Name: Deborah
                  Pfeifer

                
                  Title: Vice
                    President

                  
                    Date: 1/29/07

                  

                

              	 	 	
                

                Name:
                  Fernando Acebedo

                
                  Title: Vice
                    President

                  
                    Date: 1/29/07

                  

                

              
	
              	 	 	
              


      

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      SCHEDULE
        I

      


      All
        dates
        subject to adjustment in accordance with the Following Business Day
        Convention.

      


      
        	
                From
                  and including:

              	 	 	
                To
                  but excluding:

              	
                 

              	
                 

              	
                Notional
                  Amount (USD):

              	
                 

              	
                 

              	
                Strike
                  Rate

              	 
	 	 	 	 	 	 	 	 	 	 	 
	
                1/29/2007

              	 	 	
                2/25/2007

              	
                 

              	
                 

              	
                583,697,375.00
                  

              	
                 

              	
                 

              	
                7.50%

              	
              
	 	 	 	 	 	 	 	 	 	 	 
	
                2/25/2007

              	
                 

              	
                 

              	
                3/25/2007

              	
                 

              	
                 

              	
                576,832,945.00
                  

              	
                 

              	
                 

              	
                7.50%

              	
                 

              
	 	 	 	 	 	 	 	 	 	 	 
	
                3/25/2007

              	
                 

              	
                 

              	
                4/25/2007

              	
                 

              	
                 

              	
                568,979,098.00
                  

              	
                 

              	
                 

              	
                7.50%

              	
                 

              
	 	 	 	 	 	 	 	 	 	 	 
	
                4/25/2007

              	
                 

              	
                 

              	
                5/25/2007

              	
                 

              	
                 

              	
                560,154,553.00
                  

              	
                 

              	
                 

              	
                7.50%

              	
                 

              
	 	 	 	 	 	 	 	 	 	 	 
	
                5/25/2007

              	
                 

              	
                 

              	
                6/25/2007

              	
                 

              	
                 

              	
                550,383,937.00
                  

              	
                 

              	
                 

              	
                7.50%

              	
              
	 	 	 	 	 	 	 	 	 	 	 
	
                6/25/2007

              	
                 

              	
                 

              	
                7/25/2007

              	
                 

              	
                 

              	
                539,696,258.00
                  

              	
                 

              	
                 

              	
                7.50%

              	
                 

              


      

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      SCHEDULE
        1

      


      MORTGAGE
        LOAN SCHEDULE

      


      [PROVIDED
        UPON REQUEST]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        2

      


      PREPAYMENT
        CHARGE SCHEDULE

      


      [PROVIDED
        UPON REQUEST]

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        3

      


      [RESERVED]

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        4

      


      STANDARD
        FILE LAYOUT - DELINQUENCY REPORTING AND REALIZED LOSSES AND
        GAINS


      


      Exhibit
        1 : Standard File Layout - Delinquency
        Reporting

      


      
        	
                Column
                  Name

              	
                 

              	
                Description

              	
                 

              	
                Decimal

              	
                 

              	
                Format
                  Comment

              
	 	 	 	 	 	 	 
	
                SER_INVESTOR_NBR

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

              	 	
                 

              	 	
                Text
                  up to 10 digits

              
	 	 	 	 	 	 	 
	
                LOAN_NBR

              	 	
                A
                  unique identifier assigned to each loan by the investor.

              	 	
                 

              	 	
                Text
                  up to 10 digits

              
	 	 	 	 	 	 	 
	
                SERVICER_LOAN_NBR

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

              	 	
                 

              	 	
                Text
                  up to 10 digits

              
	 	 	 	 	 	 	 
	
                BORROWER_NAME

              	 	
                The
                  borrower name as received in the file. It is not separated by first
                  and
                  last name.

              	 	
                 

              	 	
                Maximum
                  length of 30 (Last, First)

              
	 	 	 	 	 	 	 
	
                SCHED_PAY_AMT

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

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	 	 	 	 	 	 	 
	
                NOTE_INT_RATE

              	 	
                The
                  loan interest rate as reported by the Servicer.

              	 	
                4

              	 	
                Max
                  length of 6

              
	 	 	 	 	 	 	 
	
                NET_INT_RATE

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

              	 	
                4

              	 	
                Max
                  length of 6

              
	 	 	 	 	 	 	 
	
                SERV_FEE_RATE

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

              	 	
                4

              	 	
                Max
                  length of 6

              
	 	 	 	 	 	 	 
	
                SERV_FEE_AMT

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

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	 	 	 	 	 	 	 
	
                NEW_PAY_AMT

              	 	
                The
                  new loan payment amount as reported by the Servicer. 

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	 	 	 	 	 	 	 
	
                NEW_LOAN_RATE

              	 	
                The
                  new loan rate as reported by the Servicer. 

              	 	
                4

              	 	
                Max
                  length of 6

              
	 	 	 	 	 	 	 
	
                ARM_INDEX_RATE

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

              	 	
                4

              	 	
                Max
                  length of 6

              
	 	 	 	 	 	 	 
	
                ACTL_BEG_PRIN_BAL

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

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	 	 	 	 	 	 	 
	
                ACTL_END_PRIN_BAL

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

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	 	 	 	 	 	 	 
	
                BORR_NEXT_PAY_DUE_DATE

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

              	 	
                 

              	 	
                MM/DD/YYYY

              
	 	 	 	 	 	 	 
	
                SERV_CURT_AMT_1

              	 	
                The
                  first curtailment amount to be applied.

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	 	 	 	 	 	 	 
	
                SERV_CURT_DATE_1

              	 	
                The
                  curtailment date associated with the first curtailment amount.
                  

              	 	
                 

              	 	
                MM/DD/YYYY

              
	 	 	 	 	 	 	 
	
                CURT_ADJ_
                  AMT_1

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

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	 	 	 	 	 	 	 
	
                SERV_CURT_AMT_2

              	 	
                The
                  second curtailment amount to be applied.

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	 	 	 	 	 	 	 
	
                SERV_CURT_DATE_2

              	 	
                The
                  curtailment date associated with the second curtailment
                  amount.

              	 	
                 

              	 	
                MM/DD/YYYY

              
	 	 	 	 	 	 	 
	
                CURT_ADJ_
                  AMT_2

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

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	 	 	 	 	 	 	 
	
                SERV_CURT_AMT_3

              	 	
                The
                  third curtailment amount to be applied.

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	 	 	 	 	 	 	 
	
                SERV_CURT_DATE_3

              	 	
                The
                  curtailment date associated with the third curtailment
                  amount.

              	 	
                 

              	 	
                MM/DD/YYYY

              
	 	 	 	 	 	 	 
	
                CURT_ADJ_AMT_3

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

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	 	 	 	 	 	 	 
	
                PIF_AMT

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

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	 	 	 	 	 	 	 
	
                PIF_DATE

              	 	
                The
                  paid in full date as reported by the Servicer.

              	 	
                 

              	 	
                MM/DD/YYYY

              
	 	 	 	 	 	 	 
	
                 

              	 	
                 

              	 	
                 

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

              
	 	 	 	 	 	 	 
	
                ACTION_CODE

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

              	 	 	 	 


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                INT_ADJ_AMT

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

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	 	 	 	 	 	 	 
	
                SOLDIER_SAILOR_ADJ_AMT

              	 	
                The
                  Soldier and Sailor Adjustment amount, if applicable.

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	 	 	 	 	 	 	 
	
                NON_ADV_LOAN_AMT

              	 	
                The
                  Non Recoverable Loan Amount, if applicable.

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	 	 	 	 	 	 	 
	
                LOAN_LOSS_AMT

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

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	 	 	 	 	 	 	 
	
                SCHED_BEG_PRIN_BAL

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

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	 	 	 	 	 	 	 
	
                SCHED_END_PRIN_BAL

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

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	 	 	 	 	 	 	 
	
                SCHED_PRIN_AMT

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

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	 	 	 	 	 	 	 
	
                SCHED_NET_INT

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

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	 	 	 	 	 	 	 
	
                ACTL_PRIN_AMT

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

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	 	 	 	 	 	 	 
	
                ACTL_NET_INT

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

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	 	 	 	 	 	 	 
	
                PREPAY_PENALTY_
                  AMT

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

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	 	 	 	 	 	 	 
	
                PREPAY_PENALTY_
                  WAIVED

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

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              
	
                 

              	 	
                 

              	 	
                 

              	 	
                 

              
	
                MOD_DATE

              	 	
                The
                  Effective Payment Date of the Modification for the loan.

              	 	
                 

              	 	
                MM/DD/YYYY

              
	 	 	 	 	 	 	 
	
                MOD_TYPE

              	 	
                The
                  Modification Type.

              	 	
                 

              	 	
                Varchar
                  - value can be alpha or numeric

              
	 	 	 	 	 	 	 
	
                DELINQ_P&I_ADVANCE_AMT

              	 	
                The
                  current outstanding principal and interest advances made by
                  Servicer.

              	 	
                2

              	 	
                No
                  commas(,) or dollar signs ($)

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Standard
        File Layout - Delinquency Reporting

       

      REPORTING
        DATA FOR DEFAULTED LOANS 

       

      Data
        must
        be submitted to Wells Fargo Bank in an Excel
        spreadsheet format with fixed field names and data type. The Excel
        spreadsheet should be used as a template consistently every month when
        submitting data. 

       

      
        	
                Table:
                  Delinquency 

              	 	 	 	 
	 	 	 	 	 
	
                Name
                  

              	 	
                Type
                  

              	
                 

              	
                Size
                  

              
	
                Servicer
                  Loan # 

              	 	
                Number
                  

              	 	
                8
                  

              
	 	 	
                (Double)
                  

              	 	 
	
                Investor
                  Loan # 

              	 	
                Number
                  

              	 	
                8
                  

              
	 	 	
                (Double)
                  

              	 	 
	
                Borrower
                  Name 

              	 	
                Text
                  

              	 	
                20
                  

              
	
                Address
                  

              	 	
                Text
                  

              	 	
                30
                  

              
	
                State
                  

              	 	
                Text
                  

              	 	
                2
                  

              
	
                Due
                  Date 

              	 	
                Date/Time
                  

              	 	
                8
                  

              
	
                Action
                  Code 

              	 	
                Text
                  

              	 	
                2
                  

              
	
                FC
                  Received 

              	 	
                Date/Time
                  

              	 	
                8
                  

              
	
                File
                  Referred to Atty 

              	 	
                Date/Time
                  

              	 	
                8
                  

              
	
                NOD
                  

              	 	
                Date/Time
                  

              	 	
                8
                  

              
	
                Complaint
                  Filed 

              	 	
                Date/Time
                  

              	 	
                8
                  

              
	
                Sale
                  Published 

              	 	
                Date/Time
                  

              	 	
                8
                  

              
	
                Target
                  Sale Date 

              	 	
                Date/Time
                  

              	 	
                8
                  

              
	
                Actual
                  Sale Date 

              	 	
                Date/Time
                  

              	 	
                8
                  

              
	
                Loss
                  Mit Approval Date 

              	 	
                Date/Time
                  

              	 	
                8
                  

              
	
                Loss
                  Mit Type 

              	 	
                Text
                  

              	 	
                5
                  

              
	
                Loss
                  Mit Estimated Completion 

              	 	
                Date/Time
                  

              	 	
                8
                  

              
	
                Date
                  

              	 	 	 	 
	
                Loss
                  Mit Actual Completion Date 

              	 	
                Date/Time
                  

              	 	
                8
                  

              
	
                Loss
                  Mit Broken Plan Date 

              	 	
                Date/Time
                  

              	 	
                8
                  

              
	
                BK
                  Chapter 

              	 	
                Text
                  

              	 	
                6
                  

              
	
                BK
                  Filed Date 

              	 	
                Date/Time
                  

              	 	
                8
                  

              
	
                Post
                  Petition Due 

              	 	
                Date/Time
                  

              	 	
                8
                  

              
	
                Motion
                  for Relief 

              	 	
                Date/Time
                  

              	 	
                8
                  

              
	
                Lift
                  of Stay 

              	 	
                Date/Time
                  

              	 	
                8
                  

              
	
                RFD
                  

              	 	
                Text
                  

              	 	
                10
                  

              
	
                Occupant
                  Code 

              	 	
                Text
                  

              	 	
                10
                  

              
	
                Eviction
                  Start Date 

              	 	
                Date/Time
                  

              	 	
                8
                  

              
	
                Eviction
                  Completed Date 

              	 	
                Date/Time
                  

              	 	
                8
                  

              
	
                List
                  Price 

              	 	
                Currency
                  

              	 	
                8
                  

              
	
                List
                  Date 

              	 	
                Date/Time
                  

              	 	
                8
                  

              
	
                Accepted
                  Offer Price 

              	 	
                Currency
                  

              	 	
                8
                  

              
	
                Accepted
                  Offer Date 

              	 	
                Date/Time
                  

              	 	
                8
                  

              
	
                Estimated
                  REO Closing Date 

              	 	
                Date/Time
                  

              	 	
                8
                  

              
	
                Actual
                  REO Sale Date

              	 	
                Date/Time

              	 	
                8

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	·	
                  Items
                    in bold are MANDATORY FIELDS. We must receive information in
                    those fields
                    every month in order for your file to be accepted.
                    

                


        

      

       

      The
        Action Code Field should show the applicable numeric code to indicate that
        a
        special action is being taken. The Action Codes are the following: 

       

      12-Relief
        Provisions 

      15-Bankruptcy/Litigation
        

      20-Referred
        for Deed-in-Lieu 

      30-Referred
        fore Foreclosure 

      60-Payoff
        

      65-Repurchase
        

      70-REO-Held
        for Sale 

      71-Third
        Party Sale/Condemnation 

      72-REO-Pending
        Conveyance-Pool Insurance claim filed 

       

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

       

      Description
        of Action Codes: 

       

      Action
        Code 12
        - To
        report a Mortgage Loan for which the Borrower has been granted relief for
        curing
        a delinquency. The Action Date is the date the relief is expected to end.
        For
        military indulgence, it will be three months after the Borrower’s discharge from
        military service. 

       

      Action
        Code 15
        - To
        report the Borrower’s filing for bankruptcy or instituting some other type of
        litigation that will prevent or delay liquidation of the Mortgage Loan. The
        Action Date will be either the date that any repayment plan (or forbearance)
        instituted by the bankruptcy court will expire or an additional date by which
        the litigation should be resolved. 

       

      Action
        Code 20
        - To
        report that the Borrower has agreed to a deed-in-lieu or an assignment of
        the
        property. The Action Date is the date the Servicer decided to pursue a
        deed-in-lieu or the assignment. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Action
        Code 30
        - To
        report that the decision has been made to foreclose the Mortgage Loan. The
        Action Date is the date the Servicer referred the case to the foreclosure
        attorney.

      


      Action
        Code 60
        - To
        report that a Mortgage Loan has been paid in full either at, or prior to,
        maturity. The Action Date is the date the pay-off funds were remitted to
        the
        Master Servicer. 

       

      Action
        Code 65
        - To
        report that the Servicer is repurchasing the Mortgage Loan. The Action Date
        is
        the date the repurchase proceeds were remitted to the Master Servicer.


       

      Action
        Code 70
        - To
        report that a Mortgage Loan has been foreclosed or a deed-in-lieu of foreclosure
        has been accepted, and the Servicer, on behalf of the owner of the Mortgage
        Loan, has acquired the property and may dispose of it. The Action Date is
        the
        date of the foreclosure sale or, for deeds-in-lieu, the date the deed is
        recorded on behalf of the owner of the Mortgage Loan. 

       

      Action
        Code 71
        - To
        report that a Mortgage Loan has been foreclosed and a third party acquired
        the
        property, or a total condemnation of the property has occurred. The Action
        Date
        is the date of the foreclosure sale or the date the condemnation award was
        received. 

       

      Action
        Code 72
        - To
        report that a Mortgage Loan has been foreclosed, or a deed-in-lieu has been
        accepted, and the property may be conveyed to the mortgage insurer and the
        pool
        insurance claim has been filed. The Action Date is the date of the foreclosure
        sale, or, for deeds-in-lieu, the date of the deed for conventional mortgages.
        

       

      The
        Loss
        Mit Type field should show the approved Loss Mitigation arrangement. The
        following are acceptable: 

       

      ASUM-Approved
        Assumption 

      BAP-Borrower
        Assistance Program 

      CO-Charge
        Off 

      DIL-Deed-in-Lieu
        

      FFA-Formal
        Forbearance Agreement 

      MOD-Loan
        Modification 

      PRE-Pre-Sale
        

      SS-Short
        Sale 

      MISC-Anything
        else approved by the PMI or Pool Insurer 

       

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

       

      The
        Occupant Code field should show the current status of the property. The
        acceptable codes are: 

       

      Mortgagor
        

      Tenant
        

      Unknown
        

      Vacant
        

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Exhibit
        3A: Calculation of Realized Loss/Gain Form
        332

       

      REALIZED
        LOSS CALCULATION INFORMATION 

       

      WELLS
        FARGO BANK, N.A. Form 332

      


      Calculation
        of Realized Loss 

       

      Purpose
        

       

      To
        provide the Servicer with a form for the calculation of any Realized Loss
        (or
        gain) as a result of a Mortgage Loan having been foreclosed and Liquidated.
        

       

      Distribution
        

       

      The
        Servicer will prepare the form in duplicate and send the original together
        with
        evidence of conveyance of title and appropriate supporting documentation
        to the
        Master Servicer with the Monthly Accounting Reports which supports the Mortgage
        Loan’s removal from the Mortgage Loan Activity Report. The Servicer will retain
        the duplicate for its own records. 

       

      Due
        Date 

       

      With
        respect to any liquidated Mortgage Loan, the form will be submitted to the
        Master Servicer no later than the date on which statements are due to the
        Master
        Servicer under Section 4.02 of this Agreement (the “Statement Date”) in the
        month following receipt of final liquidation proceeds and supporting
        documentation relating to such liquidated Mortgage Loan; provided, that if
        such
        Statement Date is not at least 30 days after receipt of final liquidation
        proceeds and supporting documentation relating to such liquidated Mortgage
        Loan,
        then the form will be submitted on the first Statement Date occurring after
        the
        30th
        day
        following receipt of final liquidation proceeds and supporting documentation.
        

       

      Preparation
        Instructions 

       

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

       

      
        	1.	
                The
                  actual Unpaid Principal Balance of the Mortgage Loan.
                  

              


      

       

      
        	2.	
                The
                  Total Interest Due less the aggregate amount of servicing fee that
                  would
                  have been earned if all delinquent payments had been made as agreed.
                  

              


      

      


      
        	
                3-7.
                  

              	
                Complete
                  as necessary. All line entries must be supported by copies of appropriate
                  statements, vouchers,
                  receipts, canceled checks, etc., to document the expense. Entries
                  not
                  properly documented
                  will not be reimbursed to the Servicer.


              


      

       

      
        	
                8.
                  

              	
                Accrued
                  Servicing Fees based upon the Scheduled Principal Balance of the
                  Mortgage
                  Loan as calculated on a monthly basis.


              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                10.
                  

              	
                The
                  total of lines 1 through 9. 

              


      

       

      Credits
        

       

      
        	
                11-17.
                  

              	
                Complete
                  as necessary. All line entries must be supported by copies of the
                  appropriate claims forms, statements, payment checks, etc. to document
                  the
                  credit. If the Mortgage Loan is subject to a Bankruptcy Deficiency,
                  the
                  difference between the Unpaid Principal Balance of the Note prior
                  to the
                  Bankruptcy Deficiency and the Unpaid Principal Balance as reduced
                  by the
                  Bankruptcy Deficiency should be input on line 16.
                  

              


      

       

      
        	
                18.

              	
                The
                  total of lines 11 through 17. 

              


      

       

      Total
        Realized Loss (or Amount of Any Gain) 

       

      
        	
                19.
                  

              	
                The
                  total derived from subtracting line 18 from 10. If the amount represents
                  a
                  realized gain, show the amount in parenthesis ( ).
                  

              


      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      WELLS
        FARGO BANK, N.A. 

      CALCULATION
        OF REALIZED LOSS


       

      WELLS
        FARGO BANK, N.A. Trust: ___________________________

       

      Prepared
        by: __________________ Date: _______________ 

       

      Phone:
        ______________________ 

       

      Servicer
        Loan No.   Servicer
        Name  Servicer
        Address 

       

      WELLS
        FARGO BANK, N.A. 

      Loan
        No._____________________________ 

      Borrower’s
        Name:________________________________________________________ 

      Property
        Address:________________________________________________________
        

      


      
        	
                Liquidation
                  and Acquisition Expenses: 

              	 	 
	
                Actual
                  Unpaid Principal Balance of Mortgage Loan 

              	 	
                $
                  ________________(1) 

              
	
                Interest
                  accrued at Net Rate 

              	 	
                ________________(2)
                  

              
	
                Attorney’s
                  Fees 

              	 	
                ________________(3)
                  

              
	
                Taxes
                  

              	 	
                ________________(4)
                  

              
	
                Property
                  Maintenance 

              	 	
                ________________(5)
                  

              
	
                MI/Hazard
                  Insurance Premiums 

              	 	
                ________________(6)
                  

              
	
                Hazard
                  Loss Expenses 

              	 	
                ________________(7)
                  

              
	
                Accrued
                  Servicing Fees 

              	 	
                ________________(8)
                  

              
	
                Other
                  (itemize) 

              	 	
                ________________(9)
                  

              
	 	 	
                $
                  __________________ 

              
	 	 	 
	 	 	 
	 	 	 
	
                Total
                  Expenses

              	 	
                $
                  _______________(10) 

              
	
                Credits:
                  

              	 	 
	
                Escrow
                  Balance 

              	 	
                $
                  _______________(11) 

              
	
                HIP
                  Refund 

              	 	
                ________________(12)
                  

              
	
                Rental
                  Receipts 

              	 	
                ________________(13)
                  

              
	
                Hazard
                  Loss Proceeds 

              	 	
                ________________(14)
                  

              
	
                Primary
                  Mortgage Insurance Proceeds 

              	 	
                ________________(15)
                  

              
	
                Proceeds
                  from Sale of Acquired Property 

              	 	
                ________________(16)
                  

              
	
                Other
                  (itemize) 

              	 	
                ________________(17)
                  

              
	 	 	
                ___________________
                  

              
	 	 	
                ___________________
                  

              
	
                Total
                  Credits

              	 	
                $________________(18)
                  

              
	 	 	 
	Total
                Realized Loss (or Amount
                of Gain)	 	
                
                  $___________________
                    

                

              


      

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        5

      


      STANDARD
        FILE LAYOUT- MASTER SERVICING 

      

        
          	
                  Standard
                    File Layout - Master Servicing 

                	 	 	 	 	 	 
	
                  Column
                    Name

                	 	
                  Description

                	 	
                  Decimal

                	 	
                  Format
                    Comment

                	 	
                  Max
                    Size

                
	
                  SER_INVESTOR_NBR

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

                	 	
                   

                	 	
                  Text
                    up to 10 digits

                	 	
                  20

                
	 	 	 	 	 	 	 	 	 
	
                  LOAN_NBR

                	 	
                  A
                    unique identifier assigned to each loan by the investor.

                	 	
                   

                	 	
                  Text
                    up to 10 digits

                	 	
                  10

                
	 	 	 	 	 	 	 	 	 
	
                  SERVICER_LOAN_NBR

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

                	 	
                   

                	 	
                  Text
                    up to 10 digits

                	 	
                  10

                
	 	 	 	 	 	 	 	 	 
	
                  BORROWER_NAME

                	 	
                  The
                    borrower name as received in the file. It is not separated by
                    first and
                    last name.

                	 	
                   

                	 	
                  Maximum
                    length of 30 (Last, First)

                	 	
                  30

                
	 	 	 	 	 	 	 	 	 
	
                  SCHED_PAY_AMT

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

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  NOTE_INT_RATE

                	 	
                  The
                    loan interest rate as reported by the Servicer.

                	 	
                  4

                	 	
                  Max
                    length of 6

                	 	
                  6

                
	 	 	 	 	 	 	 	 	 
	
                  NET_INT_RATE

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

                	 	
                  4

                	 	
                  Max
                    length of 6

                	 	
                  6

                
	 	 	 	 	 	 	 	 	 
	
                  SERV_FEE_RATE

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

                	 	
                  4

                	 	
                  Max
                    length of 6

                	 	
                  6

                
	 	 	 	 	 	 	 	 	 
	
                  SERV_FEE_AMT

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

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  NEW_PAY_AMT

                	 	
                  The
                    new loan payment amount as reported by the Servicer. 

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  NEW_LOAN_RATE

                	 	
                  The
                    new loan rate as reported by the Servicer. 

                	 	
                  4

                	 	
                  Max
                    length of 6

                	 	
                  6

                
	 	 	 	 	 	 	 	 	 
	
                  ARM_INDEX_RATE

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

                	 	
                  4

                	 	
                  Max
                    length of 6

                	 	
                  6

                
	 	 	 	 	 	 	 	 	 
	
                  ACTL_BEG_PRIN_BAL

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

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  ACTL_END_PRIN_BAL

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

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  BORR_NEXT_PAY_DUE_DATE

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

                	 	
                   

                	 	
                  MM/DD/YYYY

                	 	
                  10

                
	 	 	 	 	 	 	 	 	 
	
                  SERV_CURT_AMT_1

                	 	
                  The
                    first curtailment amount to be applied.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  SERV_CURT_DATE_1

                	 	
                  The
                    curtailment date associated with the first curtailment amount.
                    

                	 	
                   

                	 	
                  MM/DD/YYYY

                	 	
                  10

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  Standard
                    File Layout - Master Servicing 

                	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
                  CURT_ADJ_
                    AMT_1

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

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  SERV_CURT_AMT_2

                	 	
                  The
                    second curtailment amount to be applied.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  SERV_CURT_DATE_2

                	 	
                  The
                    curtailment date associated with the second curtailment
                    amount.

                	 	
                   

                	 	
                  MM/DD/YYYY

                	 	
                  10

                
	 	 	 	 	 	 	 	 	 
	
                  CURT_ADJ_
                    AMT_2

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

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  SERV_CURT_AMT_3

                	 	
                  The
                    third curtailment amount to be applied.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  SERV_CURT_DATE_3

                	 	
                  The
                    curtailment date associated with the third curtailment
                    amount.

                	 	
                   

                	 	
                  MM/DD/YYYY

                	 	
                  10

                
	 	 	 	 	 	 	 	 	 
	
                  CURT_ADJ_AMT_3

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

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  PIF_AMT

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

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  PIF_DATE

                	 	
                  The
                    paid in full date as reported by the Servicer.

                	 	
                   

                	 	
                  MM/DD/YYYY

                	 	
                  10

                
	 	 	 	 	 	 	 	 	 
	
                  ACTION_CODE

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

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

                	 	
                  2

                
	 	 	 	 	 	 	 	 	 
	
                  INT_ADJ_AMT

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

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  SOLDIER_SAILOR_ADJ_AMT

                	 	
                  The
                    Soldier and Sailor Adjustment amount, if applicable.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  NON_ADV_LOAN_AMT

                	 	
                  The
                    Non Recoverable Loan Amount, if applicable.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  LOAN_LOSS_AMT

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

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  SCHED_BEG_PRIN_BAL

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

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  SCHED_END_PRIN_BAL

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

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  SCHED_PRIN_AMT

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

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  SCHED_NET_INT

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

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  ACTL_PRIN_AMT

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

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        
          	
                  Standard
                    File Layout - Master Servicing 

                	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	
                  ACTL_NET_INT

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

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  PREPAY_PENALTY_
                    AMT

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

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	 	 	 	 	 	 	 	 	 
	
                  PREPAY_PENALTY_
                    WAIVED

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

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                
	
                   

                	 	
                   

                	 	
                   

                	 	
                   

                	 	
                   

                
	
                  MOD_DATE

                	 	
                  The
                    Effective Payment Date of the Modification for the loan.

                	 	
                   

                	 	
                  MM/DD/YYYY

                	 	
                  10

                
	 	 	 	 	 	 	 	 	 
	
                  MOD_TYPE

                	 	
                  The
                    Modification Type.

                	 	
                   

                	 	
                  Varchar
                    - value can be alpha or numeric

                	 	
                  30

                
	 	 	 	 	 	 	 	 	 
	
                  DELINQ_P&I_ADVANCE_AMT

                	 	
                  The
                    current outstanding principal and interest advances made by
                    Servicer.

                	 	
                  2

                	 	
                  No
                    commas(,) or dollar signs ($)

                	 	
                  11

                


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        SCHEDULE
          6

      

      


      DATA
        REQUIREMENTS OF SERVICING ADVANCES INCURRED PRIOR TO CUT-OFF
        DATE


      


      
        	
                [LOAN
                  NUMBER]

              	 	
                [PRE-CUT-OFF
                  DATE ADVANCE AMOUNT]

              


      

       

      [PROVIDED
        UPON REQUEST]